<PAGE>



                                                     EXHIBIT 10.39

















                        OFFICE LEASE AGREEMENT



                                 for



                   EQUITY INSURANCE MANAGERS, INC.


<PAGE>
<PAGE>
<TABLE>
                                   INDEX
<CAPTION>
Section     Name                                                          Page
-------     ----                                                          ----
<S>                                                                       <C>
1.    Definitions and Certain Basic Provisions                               1
      ----------------------------------------
2.    Lease and Demise                                                       2
      ----------------
3.    Term                                                                   2
      ----
4.    Use                                                                    3
      ---
5.    Base Rental                                                            3
      -----------
6.    Base Rental Adjustment                                                 4
      ----------------------
7.    Basic Costs Defined                                                    4
      -------------------
8.    Completion of Leasehold Improvements                                   6
      ------------------------------------
9.    Acceptance of Premises and Building By Tenant                          6
      ---------------------------------------------
10.   Services to Be Furnished By Landlord                                   6
      ------------------------------------
11.   Keys and Locks                                                         7
      --------------
12.   Graphics                                                               8
      --------
13.   Maintenance and Repairs by Landlord                                    8
      -----------------------------------
14.   Repairs by Tenant                                                      8
      -----------------
15.   Care of Premises                                                       8
      ----------------
16.   Peaceful Enjoyment                                                     8
      ------------------
17.   Holding Over                                                           8
      ------------
18.   Alterations, Additions, and Improvements                               9
      ----------------------------------------
19.   Legal Use and Violations of Insurance                                  9
      -------------------------------------
20.   Laws and Regulations; Building Rules                                   9
      ------------------------------------
21.   Nuisance                                                              10
      --------
22.   Entry by Landlord                                                     10
      -----------------
23.   Assignment and Subletting                                             10
      -------------------------
24.   Transfers by Landlord                                                 12
      ---------------------
25.   Subordination to Mortgage                                             12
      -------------------------
26.   Mechanic's Lien                                                       13
      ---------------
27.   Estoppel Certificate                                                  13
      --------------------
28.   Events of Default                                                     13
      -----------------
29.   Lien for Rent                                                         15
      -------------
30.   Attorneys' Fees                                                       15
      ---------------
31.   No Implied Waiver                                                     16
      -----------------
32.   Casualty Insurance                                                    16
      ------------------
33.   Liability Insurance                                                   16
      -------------------
34.   Indemnity                                                             16
      ---------
35.   Waiver of Subrogation Rights                                          17
      ----------------------------
36.   Casualty Damage                                                       17
      ---------------
37.   Condemnation                                                          18
      ------------
38.   Damages from Certain Causes                                           18
      ---------------------------
39.   Notice and Cure                                                       18
      ---------------
40.   Personal Liability                                                    19
      ------------------
41.   Notice                                                                19
      ------
42.   Captions                                                              19
      --------
43.   Entirety and Amendments                                               19
      -----------------------
44.   Severability                                                          19
      ------------
45.   Binding Effect                                                        19
      --------------

                                - i -

<PAGE>
<PAGE>

46.   Number and Gender of Words                                            19
      --------------------------
47.   Recordation                                                           19
      -----------
48.   Governing Law                                                         19
      -------------
49.   Interest Rate                                                         20
      -------------
50.   Force Majeure                                                         20
      -------------
51.   Rules and Regulations                                                 20
      ---------------------
52.   Reserved Rights                                                       20
      ---------------
53.   Approval by Landlord's Mortgagees                                     21
      ---------------------------------
54.   Brokers                                                               21
      -------
55.   Substitute Space                                                      21
      ----------------
56.   Time of Essence                                                       22
      ---------------
57.   Best Efforts                                                          22
      ------------
58.   No Reservation                                                        22
      --------------
59.   Consents                                                              22
      --------
60.   Legal Authority                                                       22
      ---------------
61.   Hazardous Materials                                                   22
      -------------------
62.   Exhibits, Riders and Addenda                                          23
      ----------------------------
63.   Waiver of Jury Trial                                                  23
      --------------------

<CAPTION>
EXHIBITS:
--------
<S>         <C>
EXHIBIT A   DESCRIPTION OF LAND
EXHIBIT B   FLOOR PLAN OF PREMISES
EXHIBIT C   BUILDING RULES AND REGULATIONS
EXHIBIT D   WORK LETTER
EXHIBIT E   RIGHT OF REFUSAL

</TABLE>


                                - ii -
<PAGE>
<PAGE>
                        OFFICE LEASE AGREEMENT
                              (Kentucky)

        THIS LEASE AGREEMENT ("Lease") is entered into as of the 4th day
of November, 1996, between MIF REALTY L.P., a Delaware limited
partnership doing business in Kentucky as MIF Realty Limited Partnership
("Landlord"), whose address is c/o GE Capital Realty Group, Inc., 16479
Dallas Parkway, Suite 400, Dallas, Texas 75248, Attention: Asset
Management and Legal Department, and Equity Insurance Managers, Inc.
("Tenant"), whose address is 3201 Nicholasville Road, Suite 600,
Lexington, Kentucky 40503.

                         W I T N E S S E T H:

        1.   Definitions and Certain Basic Provisions.  The following
             ----------------------------------------
capitalized terms shall have the meaning indicated for purposes of this
Lease:

             (a)  Tenant's Guarantor (if applicable, attach Guaranty as
        an exhibit):  N/A

             (b)  "Building":  Landlord's property known as Lexington
        Green II located at 3201 Nicholasville Road in the City of
        Lexington Fayette County, Kentucky, the land on which such property
        is located being described or shown on Exhibit A attached hereto.
                                               ---------

             (c)  "Premises":  the leased premises located in the
        Building and being conclusively deemed to contain 18,370 square
        feet of Net Rentable Area (as hereinafter defined), as shown on
        the floor plans attached as Exhibit B hereto.
                                    ---------

             (d)  "Commencement Date":  The earlier of sixty days after
        receipt by Landlord of a fully executed copy of this Lease or
        January 1, 1997, which date may be extended in accordance with
        Section 3 below.  See Section 1 of the Addendum.

             (e)  "Lease Term":  Commencing on the Commencement Date and
        continuing for five (5) years and zero (0) months after the
        Commencement Date; provided that if the Commencement Date is a
        date other than the first day of a calendar month, the Lease Term
        shall be extended by the number of days remaining in the calendar
        month in which the Commencement Date occurs.  See Section 2 of the
        Addendum.

             (f)  "Base Rental":

                  Year       Rent/SF      Annual Rent       Monthly Rent
                  ------------------------------------------------------
                  1-2         $14.00        $257,180         $21,431.67
                  3-5         $15.00        $275,550         $22,962.50

             Base Rental is subject to adjustment in accordance with
        Section 6 of this Lease.

             (g)  "Security Deposit":  $0.00, such Security Deposit
        being due and payable upon execution of this Lease.

             (h)  "Net Rentable Area":  (i) in the case of a single
        tenancy floor, all floor area measured from the inside surface of
        the outer glass or exterior wall of the Building to the inside
        surface of the opposite outer glass wall or exterior wall of the
        Building, excluding only the areas ("service areas") within the
        outside walls used for elevator mechanical rooms, building stairs,
        fire towers, elevator shafts, flues, vents, stacks, vertical pipe
        shafts and vertical ducts, but including

<PAGE>
<PAGE>

        any such areas which are for the specific use of a particular
        tenant such as special stairs or elevators, plus an allocation of
        the square footage of the Building's elevator and main mechanical
        rooms and ground floor lobby, and (ii) in the case of a partial
        floor, all floor areas within the inside surface of the outer
        glass or exterior wall enclosing the portion of the Premises on
        such floor and measured to the midpoint of the walls separating
        areas leased by or held for lease to other tenants or from areas
        devoted to corridors, elevator foyers, restrooms, mechanical
        rooms, janitor closets, vending areas and other similar facilities
        for the use of all tenants on the particular floor ("common
        areas"), but including a proportionate part of the common areas
        located on such floor based upon the ratio which the tenant's Net
        Rentable Area on such floor bears to the aggregate Net Rentable
        Area on such floor, plus an allocation of the square footage of
        the Building's elevator and main mechanical rooms and ground floor
        lobby.  No deductions from Net Rentable Area are made for columns
        or projections necessary to the Building.  If Landlord and Tenant
        shall at any time disagree regarding any calculation of the Net
        Rentable Area of any space required to be made hereunder for any
        purpose, the Net Rentable Area of such space shall be determined
        in good faith and in accordance with the provisions of this
        Paragraph by Landlord's architect (the "Architect"), whose
        determination thereof shall be conclusive upon each of the
        parties.  Landlord and Tenant shall each pay fifty percent of the
        Architect's fees and expenses in respect of any such
        determination.  See Section 1(h) of the Addendum.

        2.   Lease and Demise.  Subject to the terms and conditions
             ----------------
hereinafter set forth, and each in consideration of the duties,
covenants, and obligations of the other hereunder, Landlord does hereby
lease to Tenant, and Tenant does hereby lease from Landlord, the
Premises.

        3.   Term.  (a) Subject to the terms and conditions set forth
             ----
herein, this Lease shall continue in force for the Lease Term.

             (b)  If the Premises are not ready for occupancy by Tenant
on the Commencement Date, Landlord shall not be liable for any costs,
claims, damages, or liabilities incurred by Tenant as a result thereof,
and the Lease Term and the obligations of Tenant hereunder shall
nonetheless commence and continue in full force and effect; provided,
however, if the Premises are not ready for occupancy on the Commencement
Date due to omission, delay, or default on the part of Landlord, the
Lease Term shall not commence until the Premises are ready for occupancy
by Tenant.  In such event, the Commencement Date shall be deemed to be
postponed to the date the Premises are ready for occupancy, whereupon
the Lease Term shall commence.  Such postponement of rent and of the
Commencement Date of this Lease shall constitute full settlement of all
claims that Tenant might otherwise have against Landlord by reason of
the Premises not being ready for occupancy by Tenant on the stated
Commencement Date.  Should the Lease Term commence on a date other than
that specified in Paragraph 1(d) above, Landlord will send Tenant a
written statement of such adjusted Commencement Date, and Tenant will,
if Landlord requests, confirm such adjusted date in writing.  The
Premises shall be deemed to be ready for occupancy on the first to occur
of (i) the date that all work required to be completed pursuant to the
terms of the Work Letter attached hereto as Exhibit D has been
                                            ---------
substantially completed (except for minor finishing jobs); provided,
however, that if such work is delayed because of a default or failure,
or both of Tenant, then the Premises shall also be deemed ready for
occupancy when such work would have been substantially completed if
Tenant's default or failure had not occurred; such date shall be deemed
to have occurred on the date there is delivered to Tenant a certificate
from Landlord's architect that all improvements required to be
constructed by Landlord in the Premises under the terms of this Lease
are substantially complete (except for minor finishing jobs) (or would
have been complete but for the default or failure of Tenant), which
certificate shall be binding and conclusive upon Tenant in the absence
of bad faith and collusion on the part of or between Landlord and
Landlord's architect, or (ii) the date on which Tenant begins occupancy
of the Premises.  See Section 4 of the Addendum.


                                - 2 -
<PAGE>
<PAGE>

        4.   Use.  The Premises are to be used and occupied by Tenant
             ---
solely for office purposes and for no other purpose or use without the
prior written consent of Landlord.

        5.   Base Rental.  (a) Tenant hereby agrees to pay to Landlord,
             -----------
without any set off or deduction whatsoever, the Base Rental.  Tenant
shall also pay, as additional rent, all other sums of money that become
due and payable by Tenant to Landlord under this Lease (Base Rental, any
adjustment thereto pursuant to Paragraph 6 hereof, any basic parking
charge or adjustment thereto, and all other sums of money due and
payable by Tenant to Landlord under this Lease are sometimes hereinafter
collectively called "rent").  Tenant shall also pay with each Base
Rental payment the amount of any transaction privilege, sales, or
similar taxes incurred by Landlord on the rent transactions.  The annual
Base Rental, as adjusted from time to time pursuant to Paragraph 6
hereof, shall be due and payable in advance in twelve (12) equal
installments on the first (1st) day of each calendar month during the
term of this Lease and any extensions or renewals thereof, and Tenant
hereby agrees to pay Base Rental as so adjusted to Landlord at
Landlord's address provided herein (or such other address as may be
designated by Landlord in writing from time to time) monthly, in
advance, and without demand.  If the term of this Lease commences on a
day other than the first (1st) day of a month, then the first
installment of Base Rental as adjusted pursuant hereto shall be
prorated, based on thirty (30) days per month, and such installment so
prorated shall be paid in advance on the Commencement Date.

             (b)  Upon the execution of this Lease, Tenant agrees to pay
to Landlord the Security Deposit, to be held by Landlord as security for
the performance by Tenant of Tenant's covenants and obligations under
this Lease, it being expressly understood that the Security Deposit
shall not be considered an advance payment of rental or measure of
Landlord's damages in case of default by Tenant.  Upon default by
Tenant, Landlord, from time to time, without prejudice to any other
remedy, may (but shall not be required to) apply the Security Deposit
against any arrearages of Base Rental, or other rent, or any other
damage, injury, expense or liability caused to Landlord by such default
on the part of Tenant.  Should all or any portion of the Security
Deposit be used for the purposes described above during the Lease Term,
then Tenant shall remit to Landlord on the first day of the month
following notice of such use the amount necessary to restore Security
Deposit to its original balance.  Tenant's failure to restore the
Security Deposit upon notice from Landlord shall be a material breach of
this Lease.

             No interest shall be payable on the Security Deposit and
Landlord shall have no obligation to keep the security deposit separate
from its general funds unless otherwise required by applicable law.  See
Section 5 of the Addendum.

             (c)  If Tenant fails to pay any regular monthly installment
of rent by the tenth (10th) day of the month in which the installment is
due, or any other amount constituting rent within ten (10) days after
accrual thereof or billing therefor, there shall be added to such unpaid
amount a late charge of five percent (5%) of the installment or amount
due in order to compensate Landlord for the extra administrative
expenses incurred.  See Section 6 of the Addendum.

             (d)  Notwithstanding anything to the contrary contained
herein, Landlord hereby grants Tenant a rental abatement in the amount
of $15,000.00 to be applied to Base Rental in the second month of the
Lease Term.  Except for the rental abatement specified above, Tenant
shall be obligated to make all other payments which Tenant is obligated
to make pursuant to the terms of this Lease.  Tenant agrees that if, at
any time during the term of this Lease, there is a default or event of
default under this Lease by Tenant, the value of the rental abatement
shall be deemed an additional obligation payable by Tenant.  Upon the
occurrence of a default or an event of default by Tenant under the terms
of the Lease,


                                - 3 -
<PAGE>
<PAGE>

Tenant shall be required to pay the value of the rental abatement upon
demand of Landlord and any other amounts owed under the terms of this
Lease.  See Section 7 of the Addendum.

        6.   Base Rental Adjustment.  The Base Rental payable hereunder
             ----------------------
shall be adjusted from time to time in accordance with the following
provisions:

             (a)  Tenant shall pay Tenant's Proportionate Share
(hereinafter defined) of Basic Costs in excess of the Basic Costs for
calendar year 1997 ("Excess Basic Costs").  Prior to January 1 of each
calendar year during the Lease Term, Landlord shall provide an estimate
of Excess Basic Costs for the forthcoming calendar year.  Tenant shall
pay Base Rental for such forthcoming calendar year adjusted upward by
Tenant's Proportionate Share of the amount of such forthcoming year's
estimated Excess Basic Costs, or downward if the estimate of Excess of
Basic Costs for such forthcoming calendar year is less than the prior
year's estimate, but in no event shall Base Rental be less than the
amount specified in Paragraph 1.

             (b)  By June 1 of each calendar year during the Lease Term
commencing June 1, 1999, or as soon thereafter as possible, Landlord
shall furnish to Tenant a statement of Landlord's Basic Costs for the
previous calendar year or partial calendar year, if applicable.  If
actual Basic Costs are greater than Landlord's estimate thereof, a lump
sum payment (which payment shall be deemed a payment of rent hereunder
for all purposes) will be made from Tenant to Landlord within thirty
(30) days of the delivery of such statement equal to Tenant's
Proportionate Share of the amount by which actual Excess Basic Costs
exceeded Landlord's estimate thereof.  If actual Excess Basic Costs are
less than Landlord's estimate thereof, Landlord shall promptly after
delivery of such statement (but in no event within less than thirty (30)
days) make a lump sum payment to Tenant (or at Landlord's option,
Landlord may credit such lump sum amount against the rent installment
due in the immediately succeeding month) equal to Tenant's Proportionate
Share of the amount by which estimated Excess Basic Costs exceeded the
actual amount thereof.  The effect of this reconciliation payment or
credit, as applicable, is that Tenant will pay during the Lease Term
Tenant's Proportionate Share of Excess Basic Costs, and no more.

             (c)  All rent attributable to Excess Basic Costs shall be
paid by Tenant in the proportion that the Net Rentable Area of the
Premises bears to ninety-five percent (95%) of the Net Rentable Area of
the Building ("Tenant's Proportionate Share").

        7.   Basic Costs Defined.  "Basic Costs" consist of all
             -------------------
operating expenses of the Building, the land on which the Building is
located, and parking areas, facilities, structures and drives thereon,
and any future additions or improvements thereto (collectively, the
"Complex").  All operating expenses shall be computed on the accrual
basis in accordance with generally accepted accounting principles
consistently applied.  Operating expenses consist of all expenses,
costs, and disbursements (but not specific costs billed to and paid by
specific tenants) of every kind and nature that Landlord shall pay or
become obligated to pay in connection with the ownership and operation
of the Complex, including, but not limited to the following:  See
Section 8 of the Addendum.

             (a)  Wages, salaries, and fees of all employees of Landlord
and/or Landlord's agents (whether paid directly by Landlord itself or
reimbursed by Landlord to such other party) engaged in the operation,
maintenance, leasing, or security of the Complex and personnel who may
provide traffic control relating to ingress and egress from the parking
areas of the Complex to the surrounding public streets.  All taxes,
insurance, and benefits for employees providing these services are also
included.  See Section 9 of the Addendum.


                                - 4 -
<PAGE>
<PAGE>

             (b)  Cost of all supplies, materials and equipment rented
or used in the operation or maintenance of the Complex.

             (c)  Cost of all utilities for the Complex including, but
not limited to, the cost of water and power, gas, heating, lighting, air
conditioning and ventilating for the Complex.

             (d)  Management costs and the cost of all maintenance,
janitorial, and service agreements for the Complex and the equipment
therein including, but not limited to, alarm service, window cleaning,
elevator maintenance, security service, traffic control, and janitorial
service.

             (e)  Cost of all insurance relating to the Complex,
including, but not limited to, the cost of fire and extended coverage
insurance, rental loss or abatement insurance, casualty and liability
insurance applicable to the Complex and Landlord's personal property
used in connection therewith.  See Section 10 of the Addendum.

             (f)  All taxes, assessments, and other governmental
charges, whether federal, state, county or municipal (other than federal
taxes on Landlord's net income and Landlord's franchise taxes), and
whether they be by taxing districts or authorities presently taxing the
Complex or by others, subsequently created or otherwise, and any other
taxes and assessments attributable to the Complex or its operation.  It
is agreed that Tenant will be responsible for ad valorem taxes on its
personal property and on the value of leasehold improvements to the
extent that the same exceed standard Building allowances.

             (g)  Costs of repairs and general maintenance (excluding
repairs and general maintenance paid by proceeds of insurance or by
Tenant or other third parties, and alterations attributable solely to
tenants of the Building other than Tenant).

             (h)  Amortization of the cost of capital investment items
which are primarily for the purpose of reducing operating costs or which
may be required by governmental authority.  All such costs shall be
amortized over the reasonable life of the capital investment items by
including in Basic Costs the annual amortized amount thereof, with the
reasonable life and amortization schedule being determined by Landlord
in accordance with generally accepted accounting principles, but in no
event to extend beyond the reasonable life of the Building.  See Section
11 of the Addendum.

             (i)  Landlord's central accounting costs applicable to the
Complex.  See Section 12 of the Addendum.

             (j)  Cost of an office in the Building maintained for
management of the Complex.  See Section 12 of the Addendum.

Landlord and Tenant agree that the foregoing enumeration of specific
types of costs and expenses is intended as illustrative only and shall
not be construed so as to limit the inclusion of any types of costs or
expenses otherwise intended to be included within the term Basic Costs
but not set forth above or to obligate Landlord to provide any services
contemplated thereby.  In addition to the direct costs described above,
Landlord shall have the right to establish reserves for capital
improvements, repairs and maintenance as Landlord may from time to time
deem necessary or appropriate.  The amount of such reserves shall be an
additional component of Basic Costs.  Should such capital improvements
be necessary due to casualty damage, ordinary wear and tear, compliance
with any governmental law, ordinance or requirement or for any other
reason, the cost of such capital improvements in excess of the currently
available reserves shall be amortized over a period of time designated
by Landlord in its reasonable discretion as a component of Basic Costs.


                                - 5 -
<PAGE>
<PAGE>

             Notwithstanding any other provision herein to the contrary,
if the Building is not fully occupied during any year of the Lease Term,
an adjustment shall be made in computing the Basic Costs for such year
so that the Basic Costs shall be computed for such year as though the
Building had been fully occupied during such year.  Tenant at its
expense shall have the right at any reasonable time within twelve (12)
months after the end of an applicable year for which additional rent is
due, upon prior written notice to Landlord, to audit Landlord's books
and records relating to this Lease for the immediately preceding
calendar year in which Base Rental was adjusted pursuant to Paragraph 6
hereof; or at Landlord's sole discretion, Landlord will provide at
Tenant's expense such audit prepared by a certified public accountant.
See Section 13 of the Addendum.

        8.   Completion of Leasehold Improvements.  Tenant shall submit
             ------------------------------------
to Landlord for approval full definitive plans and specifications for
all leasehold improvements (the "Leasehold Improvements") to be
constructed or installed or other work to be performed by Tenant in the
Premises, including but not limited to, all architectural, electrical
and mechanical plans, room finish schedules, millwork detail, and air
conditioning layout drawings, all in accordance with the terms and
provisions of the Work Letter attached hereto as Exhibit D.  The Work
                                                 ---------
Letter sets forth certain dates by which plans and specifications for
the Leasehold Improvements must be prepared, reviewed and approved, and
further describes the circumstances, if applicable, under which the
Commencement Date hereof may be delayed.

        9.   Acceptance of Premises and Building By Tenant.  The taking
             ---------------------------------------------
of possession of the Premises by Tenant shall be conclusive evidence (a)
that Tenant accepts the Premises as suitable for the purposes for which
the same are leased, (b) that Tenant accepts the Building and each and
every part and appurtenance thereof as being in a good and satisfactory
condition, and (c) that Landlord has fully complied with Landlord's
obligations contained in this Lease with respect to the construction of
the Building and the Leasehold Improvements.

        10.  Services to Be Furnished By Landlord.  During Tenant's
             ------------------------------------
occupancy of the Premises, Landlord shall furnish (as a part of the
Basic Costs of the Complex) the following services:

             (a)  Hot and cold water at those points of supply provided
for general use of other tenants in the Building and central heat and
air conditioning in season, at such temperatures and in such amounts as
are considered by Landlord to be standard; provided, however, such
service at times other than normal business hours (as set forth in
Exhibit C Building Rules and Regulations) for the Building shall be
---------
furnished only upon the prior request of Tenant, who shall bear the
entire cost thereof.

             (b)  Routine maintenance and electric lighting service for
all public areas and special service areas of the Building in the manner
and to the extent deemed by Landlord to be standard.

             (c)  Janitorial service, Mondays through Fridays, exclusive
of holidays.

             (d)  Electrical facilities to furnish sufficient power for
typewriters, word processors, photocopying machines, personal computers,
and other machines of similarly low electrical consumption (total
consumption not to exceed one (1) watt per square foot of Net Rentable
Area per month) but not for electronic data processing equipment,
special lighting in excess of Building standard, or any other item of
electrical equipment which (singly) consumes more than 0.5 kilowatts at
rated capacity or requires a voltage other than 120 volts single phase.
If Tenant's electrical equipment requires additional air conditioning
capacity above that provided by the Building standard system, then the
additional air conditioning installation and operating costs will be
payable by Tenant on demand therefor by Landlord.


                                - 6 -
<PAGE>
<PAGE>

             (e)  All Building standard fluorescent bulb replacement in
all areas of the Building and all incandescent bulb replacement in
public areas, toilet and restroom areas, and stairwells.

             (f)  Security to the Complex.  Landlord shall be the sole
determinant of the type and amount of security services to be provided,
if any.  Landlord shall not be liable to Tenant, and Tenant hereby
waives any claim against Landlord for (i) any unauthorized or criminal
entry of third parties into the Premises or Complex, (ii) any damage to
persons or property, or (iii) any loss of property in and about the
Premises or Complex from an unauthorized or criminal acts of third
parties, regardless of any action, inaction, failure, breakdown or
insufficiency of security.

             (g)  Passenger elevator(s) for ingress to and from the
Premises (if applicable).  See Section 14 of the Addendum.

             At Landlord's election Landlord may cause to be installed
and maintained at Tenant's expense, metering devices for any utility
service provided to the Premises and Tenant will reimburse Landlord
within ten (10) days after invoicing by Landlord for the cost of such
utility service.  Landlord shall be deemed to have observed and
performed the terms and conditions to be performed by Landlord under
this Lease, including those relating to the provisions of utilities and
services, if Landlord acts in accordance with a directive, policy or
request of a governmental or quasi-governmental authority servicing the
public interest in the fields of energy, conservation or security.

             Tenant shall pay to Landlord on demand, and as additional
rental, the costs incurred by Landlord for (a) extra cleaning work in
the Premises required because of (i) misuse or neglect on the part of
Tenant or Tenant's permitted subtenants or the employees or visitors of
Tenant or Tenant's permitted subtenants, (ii) the use of portions of the
Premises for special purposes requiring greater or more difficult
cleaning work than office areas (including, without limitation,
kitchens, breakrooms, reproduction rooms, computer areas or similar
facilities in the Premises), (iii) interior glass partitions or unusual
quantity of interior glass surfaces, and (iv) non-building standard
materials or finishes installed by Tenant or at Tenant's request, and
(b) removal from the Premises and the Building of any refuse and rubbish
of Tenant that in Landlord's judgement exceeds that ordinarily
accumulated in business office occupancy or at times other than
Landlord's standard cleaning times.

             Water, gas, electrical, and sewer services included in the
foregoing Building services will be provided through available public
utilities.  The failure by Landlord to any extent to furnish these
services, any cessation, malfunction, fluctuation, variation, or
interruption thereof, or any breakdown or malfunction of equipment in
the Complex resulting from causes beyond the reasonable control of
Landlord shall not render Landlord liable in any respect for damages,
direct or consequential, to either persons or property, nor be construed
as an eviction of Tenant, nor work an abatement of rent, nor relieve
Tenant from the obligation to fulfill any covenant or agreement hereof.
Should any of Tenant's office equipment or machinery breakdown, be
damaged, or for any cause cease to function properly as a result of the
cessation, malfunction, fluctuation, variation, interruption, or
breakdown of services or equipment in the Complex, Tenant shall have no
claim for rebate, offset or reduction of rent or damages.

        11.  Keys and Locks.  Landlord shall furnish Tenant a Building
             --------------
standard number of keys for each corridor entering the Premises.
Additional keys will be furnished at a charge by Landlord on receipt of
an order signed by Tenant.  All keys shall remain the property of
Landlord.  No additional locks shall be allowed on any door of the
Premises without Landlord's written permission, and Tenant shall not
make or permit to be made any duplicate keys, except those furnished by
Landlord.  Upon termination of this

                                - 7 -
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<PAGE>

Lease, Tenant shall surrender to Landlord all keys to the Premises, and
give to Landlord the explanation of the combination of all locks for
safes, safe cabinets, and vault doors, if any, in the Premises.

        12.  Graphics.  Landlord shall provide and install, at Tenant's
             --------
cost, chargeable against any available Tenant improvement allowance, all
letters or numerals on doors in the Premises.  All such letters and
numerals shall be in the standard graphics for the Building, and no
others shall be used or permitted on the Premises.  Landlord also agrees
to provide and install, at Tenant's cost, a listing on the Building
directory board.

        13.  Maintenance and Repairs by Landlord.  Unless otherwise
             -----------------------------------
stipulated herein, Landlord shall not be required to make any
improvements or repairs of any kind or character on the Premises during
the Lease Term, except such repairs as may be deemed necessary by
Landlord for normal maintenance operations.  The obligation of Landlord
to maintain and repair the Premises shall be limited to the repair of
Building standard items.  Any Leasehold Improvements will, at Tenant's
written request, be maintained by Landlord at Tenant's expense, at a
cost or charge equal to all costs incurred in such maintenance plus an
additional charge to cover overhead, which costs and charges shall be
payable by Tenant on demand therefor by Landlord.  See Section 15 of the
Addendum.

      14.  Repairs by Tenant.  Tenant shall repair or replace, at
           -----------------
Tenant's cost and expense, any damage done to the Complex, or any part
thereof, caused by Tenant or Tenant's agents, employees, invitees, or
visitors, and shall restore the Complex to the same or as good a
condition as it was prior to such damage.  All repairs and replacements
shall be effected in compliance with all building and fire codes and
other applicable laws and regulations.  If Tenant fails to make such
repairs or replacements promptly, Landlord may, at its option, make the
repairs or replacements, and Tenant shall pay the cost thereof to
Landlord on demand.  Any repairs required to be made by Tenant to the
mechanical, electrical, sanitary, heating, ventilating, air conditioning
or other system of the Building shall be performed only by contractor(s)
designated by Landlord and only upon the prior written approval of
Landlord as to the work to be performed and materials to be furnished in
connection therewith.  Any other repairs in or to the Building, the
Complex, and the facilities and systems thereof for which Tenant is
responsible shall be performed by Landlord at Tenant's expense; but
Landlord may, at Landlord's option, before commencing any such work or
at any time thereafter, require Tenant to furnish to Landlord such
security, in form (including, without limitation, a bond issued by a
corporate surety licensed to do business in the state in which the
Building is situated) and in such amount as Landlord shall deem
necessary to assure the payment for such work by Tenant.

        15.  Care of Premises.  Tenant shall not commit or allow any
             ----------------
waste or damage to be committed on any portion of the Premises, and at
the termination of this Lease, by lapse of time or otherwise, to deliver
possession of the Premises to Landlord in as good a condition as at the
Commencement Date, ordinary wear and tear excepted.  Upon any
termination of this Lease, Landlord shall have the right to reenter and
resume possession of the Premises.

        16.  Peaceful Enjoyment.  Tenant shall be entitled to hold and
             ------------------
enjoy the Premises subject to the terms hereof, provided that Tenant
timely pays the rent and other sums herein required to be paid by Tenant
and timely performs all of Tenant's covenants and agreements herein
contained.  This covenant and any and all other covenants and agreements
of Landlord contained in the Lease shall be binding upon Landlord and
its successors only with respect to breaches occurring during its or
their respective periods of ownership of Landlord's interest hereunder.

        17.  Holding Over.  If after expiration or other termination of
             ------------
this Lease Tenant holds over without the prior written consent of
Landlord, Tenant shall, throughout the entire holdover period, pay


                                - 8 -
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<PAGE>

rent equal to the greater of twice the Base Rental (with such
adjustments to Base Rental as would otherwise have been in effect if the
Lease Term had continued during such period of holding over) or the
prevailing market rent determined by Landlord, plus all other amounts
that would otherwise have been payable hereunder as rent had the Lease
Term continued through the period of such holding over by Tenant;
provided, however, that Landlord's acceptance of any such payment shall
not constitute nor imply any consent by Landlord to any such holding
over by Tenant.  No holding over by Tenant after the expiration of the
Lease Term shall be construed to extend the Lease Term; and in the event
of any unauthorized holding over, Tenant shall indemnify, defend and
hold Landlord harmless from and against all claims for damages (and
reimburse Landlord upon demand for any sums paid in settlement of any
such claims) by any other Tenant or prospective Tenant to whom Landlord
may have leased all or any part of the Premises effective before or
after the expiration of the Lease Term and by any broker claiming any
commission or fee in respect of any such lease or offer to lease.  Any
holding over with the written consent of Landlord shall thereafter
constitute this Lease a lease from month to month under the terms and
provisions of this Lease, to the extent applicable to a tenancy from
month to month, with a Base Rental of one and one-half (1 1/2) times
that payable at the end of the Lease Term.  See Section 16 of the
Addendum.

        18.  Alterations, Additions, and Improvements.  Tenant shall
             ----------------------------------------
not permit the Premises to be used for any purpose other than that
stated in Paragraph 4 hereof or make or allow to be made any alterations
or physical additions in or to the Premises, or place signs on the
Premises which are visible from outside the Premises, without first
obtaining the written consent of Landlord in each such instance.  Tenant
agrees to indemnify Landlord and hold Landlord harmless against any
loss, liability, claim, or damage resulting from any work done by Tenant
in or to the Premises.  Any and all alterations, physical additions, or
improvements, including Leasehold Improvements, when made to the
Premises by Tenant, shall be done in a good and workmanlike manner,
lien-free and in accordance with all applicable laws, codes,
regulations, and requirements and shall at once become the property of
Landlord and shall be surrendered to Landlord upon termination of this
Lease by lapse of time or otherwise; provided, however, this clause
shall not apply to trade fixtures, movable equipment, or furniture owned
by Tenant, which, if Tenant is not in default, may be (or if requested
by Landlord, shall be) removed by Tenant upon termination of this Lease.
Tenant agrees specifically that no food, soft drink, or other vending
machine will be installed within the Premises. See Section 17 of the
Addendum.

        19.  Legal Use and Violations of Insurance.  Tenant shall not
             -------------------------------------
occupy or use, or permit any portion of the Premises to be occupied or
used, for any business or purpose that is unlawful, disreputable or
extra-hazardous in any manner, or permit anything to be done that could
in any way increase the rate or result in the denial or reduction of
fire, liability or any other insurance coverage on the Complex and/or
its contents.  If, by reason of Tenant's acts or conduct of business,
there shall be an increase in the rate of insurance on the Building or
the Building's contents, then Tenant shall pay such increase to Landlord
immediately upon demand as additional rental.

        20.  Laws and Regulations; Building Rules.
             ------------------------------------

             (a)  Tenant shall comply at its sole cost and expense with
all laws, ordinances, statutes, rules and regulations of any state,
federal, municipal, or other government or governmental agency or
quasi-governmental agency having jurisdiction of the Premises that
relate to the use, condition or occupancy of the Premises and the
conduct of Tenant's business thereon, including, without limitation,
compliance with the Americans with Disabilities Act of 1990, as amended
and any regulations promulgated thereunder.  Tenant will comply with the
rules of the Complex adopted and altered by Landlord from time to time
for the safety, care, and cleanliness of the Premises and Complex and
for the

                                - 9 -
<PAGE>
<PAGE>

preservation of good order therein, all changes to which will be sent by
Landlord to Tenant in writing and shall be thereafter carried out and
observed by Tenant.

             (b)  Tenant acknowledges that it will be wholly responsible
for any accommodations or alterations which need to be made to the
Premises to accommodate disabled employees and customers of Tenant,
including requirements under the Americans with Disabilities Act and the
Texas Architectural Barriers Act.  Any alterations made to the Premises
in order to comply with either statute must be made solely at Tenant's
expense and in compliance with all terms and requirements of the Lease.
Landlord agrees to make reasonable efforts to ensure that the Complex is
in compliance with the applicable disability access laws as of the date
hereof.  If a complaint is received by Landlord from either a private or
government complaint regarding disability access to the common areas of
the Complex, Landlord reserves the right to mediate, contest, comply
with or otherwise respond to such complaint as Landlord deems to be
reasonably prudent under the circumstances.  If Landlord decides to make
alterations to the common areas of the Complex in response to any such
complaints or in response to legal requirements Landlord considers to be
applicable to the common areas of the Complex, the cost of such
alterations shall be included in the Basic Costs under the Lease.
Landlord and Tenant agree that so long as the governmental entity or
entities charged with enforcing such statutes have not expressly
required Landlord to take specific action to effectuate compliance with
such statutes, Landlord shall be conclusively deemed to be in compliance
with such statutes.  In the event Landlord is required to take action to
effectuate compliance with such statutes, Landlord shall have a
reasonable period of time to make the improvements and alterations
necessary to effectuate such compliance, which period of time shall be
extended by any time necessary to cause any necessary improvements and
alterations to be made.  See Section 18 of the Addendum.

        21.  Nuisance.  Tenant shall conduct its business and control
             --------
its agents, employees, invitees, and visitors in such manner as not to
create any nuisance, or interfere with, annoy, or disturb any other
tenant or Landlord in its operation of the Complex.

        22.  Entry by Landlord.  Tenant shall permit Landlord and its
             -----------------
agents and representatives to enter any part of the Premises at all
reasonable hours (and in emergencies at all times) to inspect the same,
or to show the Premises to prospective tenants, purchasers, mortgagees,
or insurers, to clean or make repairs, alterations, or additions
thereto, as Landlord may deem necessary or desirable.  Tenant shall not
be entitled to any abatement or reduction of rent by reason of such
entry.

        23.  Assignment and Subletting.  See Section 19 of the Addendum.
             -------------------------

             (a)  Tenant shall not, without the prior written consent of
Landlord, (i) assign or in any manner transfer this Lease or any estate
or interest therein, or (ii) permit any assignment of this Lease or any
estate or interest therein by operation of law, or (iii) sublease the
Premises or any part thereof, or (iv) grant any license, concession, or
other right of occupancy of any portion of the Premises, or (v) permit
the use of the Premises by any parties other than Tenant, its agents and
employees.  For purposes hereof, the merger or consolidation of Tenant
with or into any other corporation or other entity, a sale or other
transfer of fifty percent (50%) or more of Tenant's capital stock or
other analogous ownership interest, or a sale or other transfer of fifty
percent (50%) or more of Tenant's assets shall be deemed an assignment
of this Lease.  Consent by Landlord to one or more assignments or
sublettings shall not operate as a waiver of Landlord's rights as to any
subsequent assignments and subletting.  All such money or other
consideration not paid or delivered to Landlord shall be held in trust
for the benefit of Landlord and shall be promptly paid or delivered to
Landlord.  Notwithstanding any assignment or subletting consented to by
Landlord, Tenant and any guarantor of Tenant's obligations under this
Lease shall at all times remain fully responsible and liable for the
payment of the rent herein specified and for

                                - 10 -
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<PAGE>

compliance with all of Tenant's other obligations under this Lease.  If
any event of default should occur while the Premises or any part thereof
are then assigned or sublet, Landlord, in addition to any other remedies
herein provided or provided by law, may at its option collect directly
from such assignee or subtenant all rents becoming due to Tenant under
such assignment or sublease, and apply such rent against any sums due to
Landlord by Tenant hereunder, and Tenant hereby directs any such
assignee or subtenant to make such payments of rent directly to Landlord
upon receipt of notice from Landlord.  No direct collection by Landlord
from any such assignee or subtenant shall be construed to constitute a
novation or a release of Tenant or any guarantor of Tenant from the
further performance of its obligations hereunder.  Receipt by Landlord
of rent from any assignee, subtenant or occupant of the Premises shall
not be deemed a waiver of the covenant contained in this Lease against
assignment and subletting or a release of Tenant from any obligation
under this Lease.  The receipt by Landlord to any such assignee or
subtenant obligated to make payments of rent shall be a full and
complete release, discharge, and acquittance to such assignee or
subtenant to the extent of any such amount of rent so paid to Landlord.
Landlord is authorized and empowered, on behalf of Tenant, to endorse
the name of Tenant upon any check, draft, or other instrument payable to
Tenant evidencing payment of rent, or any part thereof, and to apply the
proceeds therefrom in accordance with the terms hereof.  Tenant shall
not mortgage, pledge, or otherwise encumber its interest in this Lease
or in the Premises.  Any attempted assignment or sublease or encumbrance
by Tenant in violation of the terms and covenants of this paragraph
shall be void and constitute an event of default under this Lease.

             (b)  Notwithstanding anything to the contrary contained
herein, and without prejudice to Landlord's right to require a written
assumption from each assignee, any person or entity to whom this Lease
is assigned including, without limitation, assignees pursuant to the
provisions of the Bankruptcy Code, 11 U.S.C. Paragraph 101 et seq. (the
"Bankruptcy Code") shall automatically be deemed, by acceptance of such
assignment or sublease or by taking actual or constructive possession of
the Demised Premises, to have assumed all obligations of Tenant arising
under this Lease effective as of the earlier of the date of such
assignment or sublease or the date on which the assignee or sublessee
obtains possession of the Demised Premises.  In the event this Lease is
assigned to any person or entity pursuant to the provisions of the
Bankruptcy Code, any and all monies or other consideration payable or
otherwise to be delivered in connection with such assignment shall be
paid or delivered to Landlord and shall remain the exclusive property of
Landlord and not constitute the property of Tenant or Tenant's estate
within the meaning of the Bankruptcy Code.  In the event of any default
described in subsection 28(a)(iv) below, in order to provide Landlord
with the assurances contemplated by the Bankruptcy Code, in connection
with any assignment and assumption of this Lease Tenant must fulfill the
following obligations, in addition to any other reasonable obligations
that Landlord may require, before any assumption of this Lease is
effective: (i) all defaults under subsection (a) of Section 28 of this
Lease must be cured within ten (10) days after the date of assumption,
(ii) all other defaults under Section 28 of this Lease other than under
subsection (a)(iv) of Section 28 must be cured within fifteen (15) days
after the date of assumption; (iii) all actual monetary losses incurred
by Landlord (including, but not limited to, reasonable attorneys' fees)
must be paid to Landlord within ten (10) days after the date of
assumption; and (iv) Landlord must receive within ten (10) days after
the date of assumption a security deposit in the amount of six (6)
months Base Rental (using the Base Rental in effect for the first full
month immediately following the assumption) and an advance prepayment of
Base Rental in the amount of three (3) months Base Rental (using the
Base Rental in effect for the first full month immediately following the
assumption), both sums to be held by Landlord in accordance with Section
5(b) above and deemed to be rent under this Lease for the purposes of
the Bankruptcy Code as amended and from time to time in effect.  In the
event this Lease is assumed in accordance with the requirements of the
Bankruptcy Code and this Lease, and is subsequently assigned, then, in
addition to any other reasonable obligations that Landlord may require
and in order to provide Landlord with the assurances contemplated by the
Bankruptcy Code, Landlord shall be provided with (i) a financial
statement of the proposed assignee prepared in accordance with

                                - 11 -
<PAGE>
<PAGE>

generally accepted accounting principles consistently applied, though on
a cash basis, which reveals a net worth in an amount sufficient, in
Landlord's reasonable judgment, to assure the future performance by the
proposed assignee of Tenant's obligations under this Lease; or (ii) a
written guaranty by one or more guarantors with financial ability
sufficient to assure the future performance of Tenant's obligations
under this Lease, such guaranty to be in form and content satisfactory
to Landlord and to cover the performance of all of Tenant's obligations
under this Lease.

             (c)  If Tenant requests Landlord's consent to an assignment
of the Lease or subletting of all or a part of the Premises, Tenant
shall submit to Landlord in writing, at least sixty (60) days in advance
of the date on which Tenant desires to make such an assignment or
sublease, notice of the name of the proposed assignee or subtenant and
the proposed commencement date of such assignment or subletting,
together with copies of all agreements entered into or contemplated to
be entered into regarding such subletting or assignment, and such
information as Landlord may request regarding the nature and character
of the business of the proposed assignee or subtenant.  Landlord shall
have the option (to be exercised within thirty (30) days after
Landlord's receipt of Tenant's submission of written request and all
information requested by Landlord in connection therewith), (i) to
permit Tenant to assign or sublet such space to the proposed assignee or
subtenant (in which event Tenant shall deliver to Landlord
fully-executed legible, correct and complete copies of all agreements
relating to such assignment or subletting); if, however, the rental or
other consideration payable in respect of such subletting or assignment
exceeds the rent payable hereunder by Tenant, then all such excess rent
and other consideration shall be deemed additional rent owed by Tenant
to Landlord, and shall be payable to Landlord by Tenant in the same
manner and on the same terms as installments of Base Rental are payable
by Tenant hereunder (or upon Tenant's receipt thereof, whichever is
earlier); or (ii) to refuse to consent to Tenant's assignment or
subleasing of such space and to continue this Lease in full force and
effect as to the entire Premises; or (iii) to cancel this Lease (or the
applicable portion thereof as to a partial subletting) as of the
commencement date stated in the above-mentioned notice from Tenant of
its desire to enter into such subletting or assignment, in which event
the term of this Lease, and the tenancy and occupancy of the Premises
(or the applicable portion thereof as to a partial subletting) by Tenant
thereunder, shall terminate as if the cancellation date was the original
termination date of this Lease.  If Landlord should fail to notify
Tenant in writing of such election within such thirty (30) day period,
Landlord shall be deemed to have elected option (ii) above.  If Landlord
elects to exercise option (i) above, Tenant agrees to provide, at its
expense and at a location approved by Landlord, direct access from such
sublet space to a public corridor of the Building.  Notwithstanding
Landlord's consent to any assignment or subletting, no further or
subsequent assignment or subletting shall be permitted unless Landlord
consents in writing thereto.

        24.  Transfers by Landlord.  Landlord shall have the right to
             ---------------------
transfer and assign, in whole or in part, all its rights and obligations
hereunder and in the Complex and other property referred to herein, and
in such event and upon such transfer (any such transferee to have the
benefit of, and be subject to, the rights and obligations of Landlord
hereunder), Landlord shall be released from any further obligations
hereunder, and Tenant agrees to look solely to such successor in
interest of Landlord for the performance of such obligations.

        25.  Subordination to Mortgage.  This Lease is subject and
             -------------------------
subordinate to any mortgage or deed of trust that may now or hereafter
encumber the Complex, and to all renewals, modifications, consolidations,
replacements, and extensions thereof.  This clause shall be self-operative
and no further instrument of subordination need be required by any mortgagee
or beneficiary; provided that any such mortgagee or beneficiary may elect
to make this Lease superior to such mortgage or deed of trust by written
instrument delivered to Tenant.  In confirmation of such subordination,
however, Tenant shall, within five (5) days after Landlord's request, execute
any certificate or instrument evidencing such

                                - 12 -
<PAGE>
<PAGE>

subordination that Landlord or its lender may request.  Tenant hereby
constitutes and appoints Landlord as Tenant's attorney-in-fact to
execute any such certificate or instrument for and on behalf of Tenant.
In the event of the enforcement by the mortgagee or beneficiary under
any such mortgage or deed of trust of the remedies provided for by law
or by such mortgage or deed of trust, Tenant will, at the option of any
person or party succeeding to the interest of Landlord as a result of
such enforcement, attorn to and automatically become the Tenant of such
successor in interest without change in the terms or other provisions of
this Lease; provided, however, that such successor in interest shall not
be bound by (a) any payment of rent or additional rent for more than one
(1) month in advance, except advance rental payments expressly provided
for in this Lease; (b) any modification of this Lease made without the
written consent of such mortgagee or beneficiary or such successor in
interest; (c) liable for any act or omission of Landlord; or (d) subject
to any offset or defense arising prior to the date such successor in
interest acquired title to the Building.  Upon request by any mortgagee
or beneficiary, Tenant shall execute and deliver an instrument or
instruments confirming the attornment provided for herein.

        26.  Mechanic's Lien.  Tenant shall not permit any mechanic's
             ---------------
lien or liens to be placed upon the Premises, the Leasehold Improvements
thereon or the Complex during the term hereof caused by or resulting
from any work performed, materials furnished, or obligation incurred by
or at the request of Tenant, and nothing contained in this Lease shall
be deemed as constituting the consent or request of Landlord, express or
implied, to any contractor, subcontractor, laborer, or materialman for
the performance of any labor or the furnishing of any material for any
specific improvement, alteration, or repair to the Premises, or any part
thereof, nor as giving Tenant any authority to contract for or permit
the rendering of any services or the furnishing of any materials that
would give rise to the filing of any mechanic's or other liens against
the interest of Landlord in the Premises.  If a lien is filed upon the
interest of Landlord or Tenant in the Premises, the Leasehold
Improvements or the Complex, Tenant shall cause the same to be
discharged of record within ten (10) days after the filing of same.  If
Tenant shall fail to discharge such mechanic's lien within such period,
then, in addition to any other right or remedy of Landlord, Landlord may
discharge the same, either by paying the amount claimed to be due, or by
procuring the discharge of such lien by deposit in court or bonding.
Any amount paid by Landlord for any of the aforesaid purposes, or for
the satisfaction of any other lien not caused by Landlord, with interest
thereon at the rate hereinafter provided from the date of payment, shall
be paid by Tenant to Landlord immediately on demand as rent.

        27.  Estoppel Certificate.  Tenant will, at any time and from
             --------------------
time to time, within three (3) days from any written request by
Landlord, execute, acknowledge, and deliver to Landlord a statement in
writing executed by Tenant certifying to Landlord and/or any party
designated by Landlord that Tenant is in possession of the Premises
under the terms of this Lease, that this Lease is unmodified and in full
effect (or, if there have been modifications, that this Lease is in full
effect as modified, and setting forth such modifications), the dates to
which the rent has been paid, that to the knowledge of Tenant no default
exists hereunder or specifying each such default of which Tenant may
have knowledge, and such other matters as may be reasonably requested by
Landlord.  Any such statement by Tenant may be relied upon by any
prospective purchaser or mortgagee of the Complex.

        28.  Events of Default.  (a) The following events shall be
             -----------------
events of default by Tenant under this Lease:

                  (i)    Tenant shall fail or refuse to pay any installment
        of the rent hereby reserved or other sum of money payable hereunder
        or under any other agreement between Landlord and Tenant when due
        and such failure or refusal shall continue for ten (10) days after
        such payment shall become due and payable.


                                - 13 -
<PAGE>
<PAGE>

               (ii)   Tenant shall fail or refuse to comply with any
     term, provision, or covenant of this Lease, other than the payment
     of rent, or any term, provision, or covenant of any other agreement
     between Landlord and Tenant, and shall not cure such failure or
     refusal within fifteen (15) days after written notice thereof from
     Landlord to Tenant.

               (iii)  Tenant or any guarantor of Tenant's obligations
     hereunder (hereinafter called "Guarantor") shall become insolvent,
     make a transfer in fraud of creditors, make a general assignment
     for the benefit of creditors, or admit in writing its inability to
     pay its debts as they become due.

               (iv)   Tenant or any Guarantor shall file a petition
     under any section or chapter of the Federal Bankruptcy Code, as
     amended from time to time, or under any similar law or statute of the
     United States or any State thereof, or an order for relief shall
     be entered against Tenant or any Guarantor in any bankruptcy or
     insolvency proceedings, or a petition or answer proposing the
     entry of an order for relief against Tenant or any Guarantor in a
     bankruptcy or its reorganization proceedings under any present or
     future federal or state bankruptcy or similar law shall be filed
     in any court and not discharged or denied within thirty (30) days
     after its filing.

               (v)    A receiver, trustee or custodian shall be
     appointed for all or substantially all of the assets of Tenant or
     any Guarantor or of the Premises or any of Tenant's property located
     therein in any proceeding brought by Tenant or any Guarantor, or
     any such receiver, trustee or custodian shall be appointed in any
     proceeding brought against Tenant or any Guarantor and shall not
     be discharged within thirty (30) days after such appointment, or
     Tenant or such Guarantor shall consent to or acquiesce in such
     appointment.

               (vi)   Tenant's leasehold interest hereunder shall be taken
     in execution or other process of law in any action against Tenant.

               (vii)  Tenant shall cease to conduct its business in the
     Premises or shall vacate any substantial portion of the Premises,
     whether or not rent continues to be paid.

               (viii) Tenant shall fail or refuse to move into or take
     possession of the Premises within fifteen (15) days after the
     Commencement Date.

          (b)  If an event of default occurs, Landlord shall have the
right to pursue any one or more of the following remedies in addition to
all other rights or remedies provided herein or at law or in equity:

               (i)    Landlord may terminate this Lease or, without
     terminating this Lease, terminate Tenant's right of possession and
     forthwith repossess the Premises by forcible entry and detainer
     suit or otherwise without liability for trespass or conversion and
     be entitled to recover as damages a sum of money equal to the
     total of (A) the cost of recovering the Premises, (B) the unpaid
     rent due and payable at the time of termination, plus interest
     thereon at the rate hereinafter specified from the due date, (C)
     the balance of the rent for the remainder of the term less the
     fair market value of the Premises for such period, and (D) any
     other sum of money and damages owed by Tenant to Landlord.

               (ii)   Landlord may terminate Tenant's right of
     possession and may repossess the premises by forcible entry or
     detainer suit or otherwise without liability for trespass or
     conversion, without demand or notice of any kind to Tenant and
     without terminating this Lease,

                                - 14 -
<PAGE>
<PAGE>

     in which event Landlord may, but shall be under no obligation to,
     relet the same for the account of Tenant for such rent and upon
     such terms as shall be satisfactory to Landlord.  For the purpose
     of such reletting, Landlord is authorized to decorate or to make
     any repairs, changes, alterations, or additions in or to the
     Premises that may be necessary or convenient.  If Landlord
     exercises the remedies provided in this subparagraph, Tenant shall
     pay to Landlord, and Landlord shall be entitled to recover from
     Tenant, an amount equal to the total of the following: (A) unpaid
     rent, plus interest at the rate hereinafter provided, owing under
     this Lease the for all periods of time that the Premises are not
     relet; plus (B) the cost of recovering possession, and all of the
     costs and expenses of such decorations, repairs, changes,
     alterations, and additions, and the expense of such reletting and
     of the collection of the rent accruing therefrom to satisfy the
     rent provided for in this Lease to be paid; plus (C) any
     deficiency in the rentals and other sums actually received by
     Landlord from any such reletting from the rent and additional rent
     required to be paid under this Lease with respect to the periods
     the Premises are so relet, and Tenant shall satisfy and pay any
     such deficiency upon demand therefor from time to time.  Tenant
     agrees that Landlord may file suit to recover any sums falling due
     under the terms of this subparagraph from time to time; and that
     no delivery or recovery of any portion due Landlord hereunder
     shall be a defense in any action to recover any amount not
     theretofore reduced to judgment in favor of Landlord, nor shall
     such reletting be construed as an election on the part of Landlord
     to terminate this Lease unless a written notice of such intention
     be given to Tenant by Landlord.  Notwithstanding any such
     reletting without termination, Landlord may at any time thereafter
     elect to terminate this Lease for such previous default.

               (iii)  Offset against any rents, damages, or other sums of
     money owed by Tenant any security deposit and/or any advance rent
     applicable to any time period after the occurrence of the default
     and any sums which would then or thereafter otherwise be due from
     Landlord to Tenant.

               (iv)   Landlord may alter locks and other security devices
     at the Premises.

     29.  Lien for Rent.  Tenant hereby grants to Landlord a lien
          -------------
and security interest on all property of Tenant now and hereafter placed
in or upon the Premises, and such property shall be and remain subject
to such lien and security interest of Landlord for payment of all rent
hereunder.  The provisions of this paragraph relating to such lien and
security interest shall constitute a security agreement under the
Uniform Commercial Code so that Landlord shall have and may enforce a
security interest on all property of Tenant now or hereafter placed in
or on the Premises by Tenant, including, but not limited to, all
fixtures, machinery, equipment, furnishings, and other articles of
personal property.  Tenant shall execute from time to time as debtor
such financing statements or continuation statements as Landlord may
hereafter reasonably request in order to perfect such security
interests.  Landlord may at its election at any time file a copy of this
Lease as a financing statement.  Landlord, as secured party, shall be
entitled to all of the rights and remedies afforded a secured party
under the Uniform Commercial Code in addition to the landlord's liens
and rights provided by law or by the other terms and provisions of this
Lease.  See Section 20 of the Addendum.

     30.  Attorneys' Fees.  If Tenant defaults in the performance of
          ---------------
any terms, covenants, agreements, or conditions contained in this Lease
and Landlord places the enforcement of this Lease or the collection of
any rent due or to become due hereunder, or recovery of the possession
of the Premises in the hands of an attorney, or files suit upon the
same, Tenant agrees to pay Landlord's reasonable attorneys' fees and
expenses.  In addition, if Tenant requests any consent or other action
on the part of Landlord, in connection with which Landlord deems it
necessary for any documents to be prepared or

                                - 15 -
<PAGE>
<PAGE>

reviewed by its counsel, Tenant shall pay all reasonable attorneys' fees
and expenses incurred by Landlord in such connection.  See Section 21 of
the Addendum.

     31.  No Implied Waiver.  The failure of Landlord to insist at
          -----------------
any time upon the strict performance of any covenant or agreement or to
exercise any option, right, power, or remedy contained in this Lease
shall not be construed as a waiver or a relinquishment thereof for the
future.  The waiver of or redress for any violation of any term,
covenant, agreement, or condition contained in this Lease shall not
prevent a subsequent act, which would have originally constituted a
violation, from having all the force and effect of an original
violation.  No express waiver shall affect any condition other than the
one specified in such waiver and that one only for the time and in the
manner specifically stated.  A receipt by Landlord of any rent with
knowledge of the breach of any covenant or agreement contained in this
Lease shall not be deemed a waiver of such breach, and no waiver by
Landlord of any provision of this Lease shall be deemed to have been
made unless expressed in writing and signed by Landlord.  No payment by
Tenant or receipt by Landlord of a lesser amount than the monthly
installment of rent due under this Lease shall be deemed to be other
than on account of the earliest rent due hereunder, nor shall any
endorsement or statement on any check or any letter accompanying any
check or payment as rent be deemed an accord and satisfaction, and
Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such rent or pursue any other
remedy in this Lease provided.

     32.  Casualty Insurance.  Landlord shall maintain fire and
          ------------------
extended coverage insurance on the portion of the Complex constructed by
Landlord.  Such insurance shall be maintained with an insurance company
authorized to do business in the State in which the Building is located,
in amounts and with deductibles desired by Landlord at the expense of
Landlord (as a part of the Basic Costs), and payments for losses
thereunder shall be made solely to Landlord.  Tenant shall maintain at
its expense fire and extended coverage insurance on all of its personal
property, including removable trade fixtures, located in the Premises
and on all additions and improvements made by Tenant and not required to
be insured by Landlord above.  Tenant shall also maintain business
interruption insurance covering the Premises.  If the annual premiums to
be paid by Landlord shall exceed the standard rates because Tenant's
operations, contents of the Premises, or improvements with respect to
the Premises beyond Building standard result in extra-hazardous
exposure, Tenant shall pay the excess amount of the premium upon request
therefor by Landlord.  See Section 22 of the Addendum.

     33.  Liability Insurance.  Tenant shall, at its expense,
          -------------------
maintain a policy or policies of comprehensive general liability
insurance, with coverages acceptable to Landlord, with the premiums
thereon fully paid on or before the due date, issued by and binding upon
an insurance company with an A.M. Best Rating of at least A-VII and
acceptable to Landlord, such insurance to afford minimum protection in
limits of not less than $1,000,000.00 Combined Single Limits of coverage
for Personal Injury and Property Damage and $1,000,000.00 Annual
Aggregate.  At least fifteen (15) days prior to Tenant's occupancy of
the Leased Premises, Tenant shall deliver to Landlord a copy of all
policy provisions intended to be included in the coverage to be provided
by Tenant, and a valid certificate of insurance issued to Landlord,
effective as of the dates applicable under the terms of this Lease,
which certificate of insurance shall include, without limitation: (A)
provisions requiring notice by the insurer to Landlord at least thirty
(30) days in advance of any contemplated, intended or effective
cancellation, nonrenewal, or material change or modification of coverage
provisions or limits; and (B) a Waiver of Subrogation in favor of
Landlord and agents, employees, servants, officers, directors,
contractors, and subcontractors of Landlord, with respect to the
insurance coverage and claims of Tenant.  See Section 23 of the
Addendum.

     34.  Indemnity.  Landlord shall not be liable to Tenant, or to
          ---------
Tenant's agents, contractors, servants, employees, customers, or
invitees, and Tenant shall indemnify, defend and hold harmless


                                - 16 -
<PAGE>
<PAGE>

Landlord, Landlord's asset manager, Landlord's subasset manager,
Landlord's partners, any subsidiary or affiliate of Landlord and the
officers, directors, shareholders, partners, employees, managers,
independent contractors, attorneys and agents of any of the foregoing
(collectively, the "Indemnitees") from and against any and all claims,
demands, causes of action, judgments, costs and expenses, and all losses
and damages (including consequential and punitive damages) arising from
the use by Tenant or its agents, independent contractors, servants,
employees, customers, or invitees of the Premises or the Complex or from
the conduct of its business or from any activity, work, or other acts or
things done, permitted or suffered by Tenant in or about the Premises or
the Complex, and shall further indemnify, defend and hold harmless the
Indemnitees from and against any and all claims arising from any breach
or default in the performance of any obligation on Tenant's part to be
performed under the terms of this Lease, or arising from any act,
omission or negligence or willful or criminal misconduct of Tenant, or
by Tenant or its agents, independent contractors, servants, employees,
customers, or invitees and from all reasonable costs, attorneys' fees
and disbursements, and liabilities incurred in the defense of any such
claim or any action or proceeding which may be brought against, out of
or in any way related to this Lease.  Upon notice from Landlord, Tenant
shall defend any such claim, demand, cause of action or suit at Tenant's
expense by counsel satisfactory to Landlord in its sole discretion.  As
a material part of the consideration to Landlord for this Lease, Tenant
hereby assumes all risk of damage to property or injury to persons in,
upon or about the Premises from any cause, and Tenant hereby waives all
claims with respect thereto against Landlord.  The provisions of this
Section shall survive the expiration or sooner termination of this
Lease.  See Section 24 of the Addendum.

   35.  Waiver of Subrogation Rights.  Anything in this Lease to
        ----------------------------
the contrary notwithstanding, Landlord and Tenant each hereby waives all
rights of recovery, claim, action, or cause of action, against the
other, its agents, officers, or employees, for any loss or damage that
may occur to the Premises any Leasehold Improvements, or the Complex of
which the Premises are a part, by reason of fire, the elements, or any
other cause which is insured against under the terms of standard fire
and extended coverage insurance policies referred to in Paragraph 32
hereof or is otherwise insured against under an insurance policy
maintained by the party suffering such loss or damage, regardless of
cause or origin, including any negligence of the other party hereto
and/or its agents, officers, or employees, and each party covenants that
is no insurer shall hold any right of subrogation against such other
party.  Each party hereto agrees to give immediately to any insurer that
has issued to it policies of fire and extended coverage insurance
written notice of the mutual waiver contained in this provision and to
have such policies endorsed, if necessary, to prevent the invalidation
of insurance coverage by reason of such mutual waiver.

   36.  Casualty Damage.  If the Premises or any part thereof
        ---------------
shall be damaged by fire or other casualty, Tenant shall give prompt
written notice thereof to Landlord.  If the Complex shall be so damaged
by fire or other casualty that substantial alteration or reconstruction
of the Complex shall, in Landlord's sole opinion, be required (whether
or not the Premises shall have been damaged by such fire or other
casualty), or if any mortgagee or beneficiary under a mortgage or deed
of trust covering the Complex should require that the insurance proceeds
payable as a result of said fire or other casualty be applied to the
balance of the mortgage debt, Landlord may, at its option, terminate
this Lease and the term and estate hereby granted by notifying Tenant in
writing of such termination within sixty (60) days after the date such
insurance proceeds are applied to such mortgage debt, in which event the
Base Rental hereunder shall be abated as of the date of such damage.  If
Landlord does not thus elect to terminate this Lease, Landlord shall
within one hundred eighty (180) days after the date of such damage
commence to repair and restore the Complex and shall proceed with
reasonable diligence to restore the Complex (except that Landlord shall
not be responsible for delays outside its control) to substantially the
same condition in which it was immediately prior to the happening of the
casualty, except that Landlord shall not be required to rebuild, repair,
or replace any part of Tenant's furniture or furnishings or fixture and


                                - 17 -
<PAGE>
<PAGE>

equipment removable by Tenant under the provisions of this Lease, but
such work shall not exceed the scope of the work done by Landlord in
originally constructing the Complex and installing Building standard
items in the Premises, nor shall Landlord in any event be required to
spend for such work an amount in excess of the insurance proceeds
actually received by Landlord as a result of the fire or other casualty.
Tenant agrees that promptly after completion of such work by Landlord,
Tenant will proceed with reasonable diligence and at Tenant's sole cost
and expense to restore, repair and replace all alterations, additions,
improvements, fixtures and equipment installed by Tenant.  Landlord
shall not be liable for any inconvenience or annoyance to Tenant or
injury to the business of Tenant resulting in any way from such damage
or the repair thereof, except that, subject to the provisions of the
next sentence, Landlord shall allow Tenant a fair diminution of rent
during the time and to the extent the Premises are unfit for occupancy.
If the Premises or any other portion of the Complex be damaged by fire
or other casualty resulting from the fault or negligence of Tenant or
any of Tenant's agents, employees, or invitees, the rent hereunder shall
not be diminished during the repair of such damage, and Tenant shall be
liable to Landlord for the cost and expense of the repair and
restoration of the Complex caused thereby to the extent such cost and
expense is not covered by insurance proceeds.  Any insurance which may
be carried by Landlord or Tenant against loss or damage to the Complex
or to the Premises shall be for the sole benefit of the party carrying
such insurance and shall be under its sole control.  Tenant shall use
proceeds from insurance carried by Tenant to repair and restore Tenant's
property.  See Section 25 of the Addendum.

     37.  Condemnation.  If the Premises shall be taken or condemned
          ------------
for public purpose to such extent as to render the Premises
untenantable, this Lease shall, at the option of either party, cease and
terminate as of the date of such taking or condemnation.  Either party
may exercise such option to terminate by written notice to the other
party within fifteen (15) days after such taking or condemnation.  All
proceeds from any taking or condemnation of the Premises shall belong to
and be paid to Landlord.  Upon termination pursuant to this Section,
Tenant shall immediately vacate the Premises.

     38.  Damages from Certain Causes.  Landlord shall not be liable
          ---------------------------
to Tenant for any delay or for any loss or damage to any property or
person occasioned by theft, fire, act of God, public enemy, injunction,
riot, strike, insurrection, war, court order, requisition, or order of
government body or authority, or for any damage or inconvenience which
may arise through repair or alteration of, or failure to repair, any
part of the Complex or Premises necessitated by such causes.  Tenant, to
the fullest extent permitted under applicable law, hereby waives any
claim or cause of action which may now exist or hereafter arise under
any applicable deceptive trade practices law or consumer protection law
or any successor statute.

     39.  Notice and Cure.  In the event of any act or omission by
          ---------------
Landlord that would give Tenant the right to damages from Landlord or
the right to termination this Lease by reason of a constructive or
actual eviction from all or part of the Premises or otherwise, Tenant
shall not sue for such damages or exercise any such right to terminate
until it shall have given written notice of such act or omission to
Landlord and to the holder(s) of the indebtedness or other obligations
secured by any mortgage or deed of trust affecting the Premises, and a
reasonable period of time for remedying such act or omission shall have
elapsed following the giving of such notice, during which time Landlord
and such holder(s), or either of them, their agents or employees, shall
be entitled to enter upon the Premises and do therein whatever may be
necessary to remedy such act or omission.  During the period after the
giving of such notice and during the remedying of such act or omission,
the Base Rental payable by Tenant for such period as provided in this
Lease shall be abated and apportioned only to the extent that any part
of the Premises shall be untenantable.


                                - 18 -
<PAGE>
<PAGE>

     40.  Personal Liability.  The liability of Landlord, any, agent
          ------------------
of Landlord, or any of their respective officers, directors,
shareholders, or employees to Tenant for or in respect of any default by
Landlord under the terms of this Lease or in respect of any other claim
or cause of action shall be limited to the interest of Landlord in the
Complex, and Tenant agrees to look solely to Landlord's interest in the
Complex for the recovery and satisfaction of any judgment against
Landlord, any agent of Landlord, or any of their respective officers,
directors, shareholders, and employees.

     41.  Notice.  Any notice, communication, request, reply or
          ------
advice (hereinafter collectively called "notice") provided for in this
Lease must be in writing, and shall, unless otherwise expressly provided
in this Lease, be given or be served by depositing the same in the
United States mail, postpaid and certified and addressed to the party to
be notified, with return receipt requested, or by delivering the same in
person to an officer of such party, or by consigning the same to a
recognized overnight delivery service operating on a nationwide basis,
addressed to the party to be notified.  Notice deposited in the mail in
the manner hereinabove described shall be effective, unless otherwise
stated in this Lease, three (3) days after it is so deposited.  Notice
given in any other manner shall be effective upon delivery.  The
addresses for the delivery of any notices hereunder shall, until changed
as herein provided, be those specified on the first page of this Lease.
A party hereto may change its address by at least fifteen (15) days
written notice to the other party delivered in compliance with this
paragraph; provided, however, that no such notice shall be effective
until actually received by the other party and provided further that
during the Lease Term any notice to Tenant shall be deemed duly given if
delivered to Tenant at the Premises.

     42.  Captions.  The captions and headings appearing in this
          --------
Lease are solely for convenience and shall not be given any effect in
construing this Lease.

     43.  Entirety and Amendments.  This Lease embodies the entire
          -----------------------
contract between the parties hereto, relative to the subject matter
hereof.  Except as otherwise herein provided, no variations,
modifications, changes, or amendments hereof shall be binding upon any
party hereto unless in writing, executed by a duly authorized officer or
agent of the particular party.  Landlord and Tenant have fully
negotiated the provisions of this Lease and, notwithstanding any rule or
principle of law or equity to the contrary, no provision of the Lease
shall be construed in favor of or against either party by virtue of the
authorship or purported authorship thereof.

     44.  Severability.  If any term or provision of this Lease
          ------------
shall be invalid or unenforceable to any extent, the remainder of this
Lease shall be not be affected thereby, and each term and provision of
this Lease shall be valid and enforced to the fullest extent permitted
by law.

     45.  Binding Effect.  All covenants and obligations contained
          --------------
within this Lease shall bind and inure to the benefit of Landlord, its
successors and assigns, and shall be binding upon Tenant, its permitted
successors and assigns.

     46.  Number and Gender of Words.  All personal pronouns used in
          --------------------------
this Lease shall include the other gender, whether used in the
masculine, feminine, or neuter gender, and the singular shall include
the plural whenever and as often as may be appropriate.

     47.  Recordation.  Tenant shall not record this Lease or any
          -----------
memorandum thereof.

     48.  Governing Law.  This Lease and the rights and obligations
          -------------
of the parties hereto shall be interpreted, construed, and enforced in
accordance with the laws of the State of Kentucky.


                                - 19 -
<PAGE>
<PAGE>

     49.  Interest Rate.  All past due rents or other sums payable
          -------------
by Tenant hereunder, and any sums advanced by Landlord for Tenant's
account pursuant to applicable provisions hereof, shall bear interest
from the date due or advanced until paid at the maximum lawful rate in
effect at the time such payment was due or sum was advanced, or if there
is no ascertainable maximum lawful rate then in effect, at a rate of
eighteen percent (18%).  See Section 27 of the Addendum.

     50.  Force Majeure.  Whenever a period of time is herein
          -------------
prescribed for the taking of any action by Landlord, Landlord shall not
be liable or responsible for, and there shall be excluded from the
computation of such period of time, any delays due to strikes, riots,
acts of God, shortages of labor or materials, war governmental laws,
regulations or restrictions, or any act, omission, delay, or neglect of
Tenant or any of Tenant's employees or agents, or any other cause
whatsoever beyond the control of Landlord.

     51.  Rules and Regulations.  Tenant shall comply with the Rules
          ---------------------
and Regulations of Landlord in the form of Exhibit C as well as all
                                           ---------
changes therein and additions thereto that may from time to time be
adopted by Landlord for the operation and protection of the Building and
the protection and welfare of its tenants and invitees.  Landlord
expressly reserves the right at any time and from time to time to make
such reasonable changes in and additions to such Rules and Regulations,
provided, however, that such changes shall not become effective and a
part of this Lease until a copy thereof shall have been delivered to
Tenant.

     52.  Reserved Rights.  Without limiting in any way Landlord's
          ---------------
right to promulgate rules and regulations, Landlord shall have the
following rights, exercisable without notice and without liability to
Tenant for damage or injury to property, persons or business and without
effecting an eviction, constructive or actual, or disturbance of
Tenant's use or possession or giving rise to any claim for set off or
abatement of rent:

          (a)   To change the Building's and/or the Complex's name,
design or street address

          (b)   To approve, restrict, install, affix, maintain, and
remove any and all signs on the exterior and interior of the Building.
See Section 28 of the Addendum.

          (c)   To designate and approve, prior to installation, all
types of window shades, blinds, drapes, awnings, window ventilators and
other similar equipment and to control all internal lighting that may be
visible from the exterior of the Building.

          (d)   To designate, restrict and control all sources from
which Tenant may obtain ice, drinking water, towels, toilet supplies,
shoe shining, catering, food and beverages, or like or other services on
the Premises and in general to reserve to Landlord the exclusive right
to designate, limit, restrict and control any business and any service
in or to the Building and its tenants.  See Section 29 of the Addendum.

          (e)   To retain at all times, and to use in appropriate
instances, keys to all doors within and to the Premises.

          (f)   To decorate and to make repairs, alterations,
additions, changes or improvements, whether structural or otherwise, in
and about the Complex, or any part thereof, and for such purposes to
enter upon the Premises and, during the continuance of any such work, to
temporarily close doors, entryways, public space and corridors in the
Complex, to interrupt or temporarily suspend Complex services and
facilities and to change the arrangement and location of entrances or
passageways, doors and

                                - 20 -
<PAGE>
<PAGE>

doorways, corridors, elevators, stairs, toilets or other public parts of
the Complex, all without abatement of rent or affecting any of Tenant's
obligations hereunder, so long as the Premises are reasonably
accessible.

          (g)   To have and retain a paramount title to the Premises
free and clear of any act of Tenant purporting to burden or encumber
them.

          (h)   To grant to anyone the exclusive right to conduct
any business or render any service in or to the Complex, provided such
exclusive right shall not operate to exclude Tenant from the use
expressly permitted herein.

          (i)   To approve the weight, size and location of safes
and other heavy equipment and articles in and about the Premises and the
Complex, and to require all such items and furniture and similar items
to be moved into and out of the Complex and the Premises only at such
times and in such manner as Landlord shall direct in writing.  Movements
of Tenant's property into or out of the Complex and within the Complex
are entirely at the risk and responsibility of Tenant, and Landlord
reserves the right to require permits before allowing any such property
to be moved into or out of the Complex.  See Section 30 of the Addendum.

          (j)   To prohibit the placing of vending or dispensing
machines of any kind in or about the Premises without the prior written
permission of Landlord.  See Section 31 of the Addendum.

          (k)   To have access for Landlord and other Tenants of the
Complex to any mail chutes located on the Premises according to the
rules of the United States Postal Service.

          (l)   To take all such reasonable measures as Landlord may
deem advisable for the security of the Complex and its occupants,
including without limitation, the closing of the Complex after normal
business hours and on Saturdays, Sundays and holidays; subject, however
to Tenant's right to admittance when the Complex is closed after normal
business hours under such reasonable regulations as Landlord may
prescribe from time to time which may include, by way of example but not
of limitation, that persons entering or leaving the Complex, whether or
not during normal business hours, identify themselves to a security
officer by registration or otherwise and that such persons establish
their right to enter or leave the Complex.

     53.  Approval by Landlord's Mortgagees.  Landlord's execution
          ---------------------------------
and delivery of this Lease are expressly subject to and conditioned upon
approval of all of the provisions of this Lease by any lenders
furnishing financing in respect of the Building.

     54.  Brokers.  Tenant represents and warrants that Tenant has
          -------
had no dealing with any broker other than Faulkner, Hinton & Barnett
Real Estate Corporation, Inc. in connection with the negotiation or
execution of this Lease, and Tenant agrees to indemnify Landlord and
hold Landlord harmless from any and all costs, expenses or liability for
commissions or other compensation claimed by any broker or agent other
than the party named above with respect to this Lease.

     55.  Substitute Space.  Landlord reserves the right at any time
          ----------------
prior to tender of possession of the Premises to Tenant or during the
term of this Lease after the Commencement Date and upon sixty (60) days'
prior notice ("Substitution Notice") to substitute comparable space
("Substitute Space") elsewhere within the Building for the Premises.
Landlord shall reimburse Tenant for all reasonable, out of pocket
expenses involved in Tenant's relocation to Substitute Space.  See
Section 32 of the Addendum.

                                - 21 -

<PAGE>
<PAGE>

     56.  Time of Essence.  Time is of the essence of this Lease and
          ---------------
each and every provision of this Lease.

     57.  Best Efforts.  Whenever in this Lease there is imposed
          ------------
upon Landlord the obligation to use Landlord's best efforts or
reasonable efforts or diligence, Landlord will be required to exert such
efforts or diligence only to the extent the same are economically
feasible and will not impose upon Landlord extraordinary financial or
other burdens.

     58.  No Reservation.  Submission by Landlord of this instrument
          --------------
to Tenant for examination or signature does not constitute a reservation
of or option for lease.  This Lease will be effective as a lease or
otherwise only upon execution and delivery by both Landlord and Tenant.

     59.  Consents.  In all circumstances under this Lease where the
          --------
prior consent of one party (the "consenting party"), whether it be
Landlord or Tenant, is required before the other party (the "requesting
party") is authorized to take any particular type of action, such
consent shall not be withheld in a wholly unreasonable and arbitrary
manner; however, the requesting party agrees that its exclusive remedy
if it believes that consent has been withheld improperly (including, but
not limited to, consent required from Landlord pursuant to Section 23)
shall be to institute litigation either for a declaratory judgment or
for a mandatory injunction requiring that such consent be given (with
the requesting party hereby waiving any claim for damages, attorneys'
fees or any other remedy unless the consenting party refuses to comply
with a court order or judgment requiring it to grant its consent).

     60.  Legal Authority.  If Tenant is a corporation (including
          ---------------
any form of professional association), then each individual executing or
attesting this Lease on behalf of such corporation covenants, warrants
and represents that he is duly authorized to execute or attest and
deliver this Lease on behalf of such corporation.  If Tenant is a
partnership (general or limited) or limited liability company, then each
individual executing this Lease on behalf of the partnership or company
hereby covenants, warrants and represents that he is duly authorized to
execute and deliver this Lease on behalf of the partnership or company
in accordance with the partnership agreement or membership agreement, as
the case may be, or an amendment thereto, now in effect.  Lessee
represents and warrants to Lessor that neither Lessee nor any partner,
related entity or affiliate of Lessee is in any way affiliated with
MIF Gen-Par L.P., MIF Sponsor, Inc., JE Robert Company, Goldman Sachs &
Co., GE Capital Realty Group, Inc., General Electric Capital
Corporation, General Electric Company or any affiliate of General
Electric Company.  The preceding representation and warranty shall
survive the execution and delivery of this Lease and Lessee agrees to
notify Lessor if at any time during the term of this Lease, including
any renewal or option period, the preceding representation and warranty
becomes untrue.

     61.  Hazardous Materials.  (a) During the term of this Lease,
          -------------------
Tenant shall comply with all Environmental Laws and Environmental
Permits (each as defined in Section 61(d) hereof) applicable to the
operation or use of the Premises, will cause all other persons occupying
or using the Premises to comply with all such Environmental Laws and
Environmental Permits, and will immediately pay or cause to be paid all
costs and expenses incurred by reason of such compliance.

          (b)   Tenant shall not generate, use, treat, store, handle,
release or dispose of, or permit the generation, use, treatment, storage,
handling, release or disposal of Hazardous Materials (as defined in Section
61(d) hereof) on the Premises, or the Complex, or transport or permit the
transportation of Hazardous Materials to or from the Premises or the Complex
except for limited quantities used or stored at the Premises and required in
connection with the routine operation and maintenance of the Premises, and
then only upon the written consent of Landlord and in compliance with all
applicable Environmental Laws and Environmental Permits.


                                - 22 -
<PAGE>
<PAGE>

          (c)   Tenant agrees to defend, indemnify and hold harmless
Landlord from and against all obligations (including removal and
remedial actions), losses, claims, suits, judgments, liabilities,
penalties, damages (including consequential and punitive damages), costs
and expenses (including attorneys' and consultants' fees and expenses)
of any kind or nature whatsoever that may at any time be incurred by,
imposed on or asserted against such Indemnitees directly or indirectly
based on, or arising or resulting from (a) the actual or alleged
presence of Hazardous Materials on the Complex which is caused or
permitted by Tenant and (b) any Environmental Claim relating in any way
to Tenant's operation or use of the Premises (the "Hazardous Materials
Indemnified Matters").  The provisions of this Section 61 shall survive
the expiration or sooner termination of this lease.

          (d)   As used herein, the following terms shall have the
following meanings: "Hazardous Materials" means (i) petroleum or
petroleum products, natural or synthetic gas, asbestos in any form that
is or could become friable, urea formaldehyde foam insulation, and radon
gas; (ii) any substances defined as or included in the, definition of
"hazardous substances," "hazardous wastes," "hazardous materials,"
"extremely hazardous wastes," "restricted hazardous wastes," "toxic
substances," "toxic pollutants," "contaminants" or "pollutants," or
words of similar import, under any applicable Environmental Law; and
(iii) any other substance exposure which is regulated by any governmental
authority.  "Environmental Law" means any federal, state or local statute,
law, rule, regulation, ordinance, code, policy or rule of common law now
or hereafter in effect and in each case as amended, and any judicial
or administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment, relating to the
environment, health, safety or Hazardous Materials, including without
limitation, the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, 42 U.S.C. Sections 9601 et seq.; the Resource
                                                   -- ---
Conservation and Recovery Act, 42 U.S.C. Sections 6901 et seq.; the
                                                       -- ---
Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801 et seq.;
                                                                -- ---
the Clean Water Act, 33 U.S.C. Sections 1251 et seq.; the Toxic Substances
                                             -- ---
Control Act, 15 U.S.C. Sections 2601 et seq.; the Clean Air Act, 42 U.S.C.
                                     -- ---
Sections 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. Sections 300f
              -- ---
et seq.; the Atomic Energy Act, 42 U.S.C. Sections 2011 et seq.; the
-- ---                                                  -- ---
Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Sections 136
et seq.; the Occupational Safety and Health Act, 29 U.S.C. Sections 651
-- ---
et seq.  "Environmental Claims" means any and all administrative, regulatory
-- ---
or judicial actions, suits, demands, demand letters, claims, liens, notices
of non-compliance or violation, investigations, proceedings, consent orders
or consent agreements relating in any way to any Environmental Law or
any Environmental Permit, including without limitation (i) any and all
Environmental Claims by governmental or regulatory authorities for
enforcement, cleanup, removal, response, remedial or other actions or
damages pursuant to any applicable Environmental Law and (ii) any and all
Environmental Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief
resulting from Hazardous Materials or arising from alleged injury or
threat of injury to health, safety or the environment.  "Environmental
Permits" means all permits, approvals, identification numbers, licenses
and other authorizations required under any applicable Environmental
Law.

     62.  Exhibits, Riders and Addenda.  Exhibits A through E and
          ----------------------------
any other exhibits, riders and addenda attached hereto are incorporated
herein and made a part of this Lease for all purposes.

     63.  Waiver of Jury Trial.  LANDLORD AND TENANT HEREBY
          --------------------
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS LEASE OR ANY DOCUMENTS CONTEMPLATED TO BE
EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF
DEALINGS, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER
PARTY ARISING OUT OF OR RELATED IN ANY MANNER WITH THE PREMISES
(INCLUDING

                                - 23 -
<PAGE>
<PAGE>

WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS LEASE OR ANY
CLAIMS OR DEFENSES ASSERTING THAT THIS LEASE WAS FRAUDULENTLY INDUCED OR
IS OTHERWISE VOID OR VOIDABLE).  THIS WAIVER IS A MATERIAL INDUCEMENT
FOR LANDLORD TO ENTER AND ACCEPT THIS LEASE.

      [REMAINDER OF PAGE IS LEFT INTENTIONALLY BLANK]



                                - 24 -

<PAGE>
<PAGE>

     IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease
in multiple original counterparts as of the date and year first above
written.

LANDLORD:                   MIF REALTY, L.P., a Delaware limited
                            partnership doing business in Kentucky
                            as MIF Realty Limited Partnership


Signed in the               By:  MIF GEN-PAR L.P., a Delaware
presence of:                     limited partnership, doing
                                 business in Kentucky as
                                 MIF Gen-Par Limited Partnership,
/s/  Athena Bayman               its general partner
--------------------------
Signature



                            By:  MIF SPONSOR, INC.,
Athena Bayman                    a Delaware corporation,
--------------------------       its general partner
Printed Name


                            By:  /s/  Michael Hudspeth
                                -----------------------------
/s/  Chuck Hixson               Name: Michael Hudspeth
--------------------------            -----------------------
Signature                       Title: Vice President
                                       ----------------------



Chuck Hixson
--------------------------
Printed Name



TENANT:                     EQUITY INSURANCE MANAGERS, INC.,
                            a Kentucky corporation

Signed in the
Presence of:


/s/  Catherine Gillispie    By:  /s/  John R. Owens
--------------------------     ------------------------------
Signature                      Name: John R. Owens
                                     ------------------------
                               Title: President
                                      -----------------------

Catherine Gillispie
--------------------------
Print Name




/s/  Jean L. Watson
--------------------------
Signature




Jean L. Watson
--------------------------
Print Name


                                - 25 -
<PAGE>
<PAGE>

State of Texas     )
                   )
County of Dallas   )


Before me, a Notary Public, personally appeared Michael Hudspeth, known
to me to be the Vice President of MIF Realty L.P., a Delaware limited
partnership doing business in Kentucky as MIF Realty Limited
Partnership, who executed the foregoing and attached Lease pursuant to
authority granted by the said limited partnership.


                            /s/  Beth Jones
                            ----------------------------
                            Notary Public


My commission expires:

2/18/97
-----------------------





State of Kentucky   )
                    )
County of Fayette   )


Before me, a Notary Public, personally appeared John Robert Owens, known
to me to be the President of Equity Insurance Managers, Inc., who
executed the foregoing and attached Lease pursuant to authority granted
by the said corporation.


                            /s/  Judith W. Lis
                            ----------------------------
                            Notary Public


My commission expires:

July 20, 2000
-----------------------



                                - 26 -
<PAGE>
<PAGE>

                             EXHIBIT E
                             ----------

                         RIGHT OF REFUSAL
                         ----------------


     Landlord hereby grants to Tenant a right of refusal to include
under this Lease all or any portion of the ROR Floor (defined below)
upon the terms and conditions set forth in this Exhibit E.  As used
                                                ---------
herein, "ROR Floor" shall mean the 4th Floor, of the Building.  It is
         ---------
understood and agreed that Tenant's right of refusal described in this
Exhibit E applies only to space which has been previously occupied by
---------
a tenant and is being vacated by such tenant, and that such right does
not extend to Landlord's initial leasing of the ROR Floor.

     Tenant's right of refusal shall be continuous but shall be subject
and subordinate to any renewal options, expansion options, rights of
refusal or similar rights now held by any present tenants of the
Building or hereafter granted to any initial tenants of the Building
(the "Superior Tenants") as an inducement for the Superior Tenants to
      ----------------
enter into their leases with Landlord, all of which rights Landlord may
give the Superior Tenants in its sole discretion.

     Whenever Landlord shall notify any Superior Tenant that any
portion of the ROR Floor is available for lease by it under its
expansion option, Landlord shall send a copy of said notice to Tenant
and from and after the date any such tenants involved give written
notice to Landlord that they elect not to lease any relevant space out
of the ROR Floor, or if no such rights then exist in favor of any
Superior Tenant, then from and after the date on which the tenant
occupying all or any portions of any ROR Floor gives written notice to
Landlord that it is vacating said floor or portion or fails to exercise
any right of renewal, and if this Lease is then in full force and effect
and Tenant is not then in default of any of its covenants contained in
this Lease, Landlord shall offer to Tenant in writing (the "Notice")
                                                            ------
the right to include said space under this Lease, upon the following
terms and conditions:

     (a)  the Base Rental for any such space shall be the Base Rental
in effect for the Premises at the time said portion is made available to
Tenant;

     (b)  Tenant may not assign this right of refusal except to a
permitted assignee of all of Tenant's rights under this Lease;

     (c)  the leasehold improvements will be provided in their then
existing condition at the time said space is made available to Tenant;

     (d)  Notwithstanding anything herein to the contrary, the initial
term for any ROR Floor or part thereof added to this Lease pursuant to
this right of refusal shall terminate when the Term of this Lease for
the initial Leased Premises terminates or expires.

     Tenant shall exercise its right of refusal, if at all, within
fifteen (15) days after the Notice is received by Tenant; provided,
                                                          --------
however, Tenant agrees to use its reasonable efforts to respond in as
-------
short a time period as the circumstances dictate (e.g., a tenant
abandons its premises without notice to Landlord).  Tenant's obligation
to pay rent for such space shall commence on the later of (i) the date
the prior tenant vacates such space and said space is made available to
Tenant in the condition described in (c) above or (ii) the date when
Tenant exercises its right of refusal.