HIGHWOODS REALTY LIMITED PARTNERSHIP

                                 OFFICE LEASE


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                              TABLE OF CONTENTS

Section 1:  BASIC DEFINITIONS AND PROVISIONS
            a.    Premises
            b.    Term
            c.    Permitted Use
            d.    Occupancy Limitation
            e.    Base Rent
            f.    Rent Payment Address
            g.    Security Deposit
            h.    Business Hours
            i.    Electrical Service
            J.    After Hours HVAC Rate
            k.    Parking
            l.    Construction Fee
            m.    Notice Addresses
            n.    Broker

Section 2.  LEASED PREMISES

            a.    Premises

            b.    Rentable Square Foot Determination
            c.    Common Areas

Section 3:  TERM

            a.    Commencement and Expiration Dates
            b.    Adjustments to Commencement Date
            c.    Termination  by Tenant for  Failure to Deliver  Possession
            d.    Delivery of Possession
            e.    Adjustment of Expiration Date
            f.    Right to Occupy
            g.    Commencement Agreement

Section 4:  USE

           a.    Permitted Use
           b.    Prohibited Uses
           c.    Prohibited Equipment in Premises

Section 5:  RENT

           a.    Payment Obligations
           b.    Base Rent
           c.    Additional Rent

Section 6:  SECURITY DEPOSIT

           a.    Amount of Deposit
           b.    Application of Deposit
           c.    Refund of Deposit

Section 7:  SERVICES BY LANDLORD

           a.    Base Services
           b.    Landlord's Maintenance
           c.    No Abatement
           d.    Tenant's Obligation to Report Defects
           e.    Limitation on Landlord's Liability

Section 8:  TENANT'S ACCEPTANCE AND MAINTENANCE OF PREMISES

           a.    Acceptance of Premises
           b.    Move-in Obligations
           c.    Tenant's Maintenance
           d.    Alterations to Premises
           e.    Restoration of Premises
           f.    Landlord's Performance of Tenant's Obligations
           g.    Construction Liens
           h.    Communications Compliance

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Section 9:  PROPERTY OF TENANT

           a.    Property Taxes
           b.    Removal

Section 10: SIGNS

Section 11: ACCESS TO PREMISES

           a.    Tenant's Access
           b.    Landlord's Access
           c.    Emergency Access

Section 12:      TENANT'S COMPLIANCE

           a.    Laws
           b.    Rules and Regulations

Section 13:      ADA COMPLIANCE

           a.    Tenant's Compliance
           b.    Landlord's Compliance
           c.    ADA Notices

Section 14: INSURANCE REQUIREMENTS

           a.    Tenant's Liability Insurance
           b.    Tenant's Property Insurance
           c.    Certificates of Insurance
           d.    Insurance Policy Requirements
           e.    Landlord's Property Insurance
           f.    Mutual Waiver of Subrogation

Section 15: INDEMNITY

           a.    Indemnity
           b.    Defense Obligation

Section 16: QUIET ENJOYMENT

Section 17: SUBORDINATION; ATTORNMENT; NON-DISTURBANCE; AND ESTOPPEL
            CERTIFICATE

           a.    Subordination and Attornment
           b.    Non-Disturbance
           c.    Estoppel  Certificates
           d.    Foreclosure
           e.    Tenant Acknowledgement
           f.    Notices

Section 18: ASSIGNMENT - SUBLEASE

           a.    Landlord Consent
           b.    Definition of Assignment
           c.    Permitted Assignments/Subleases
           d.    Notice to Landlord
           e.    Prohibited Assignments/Sublease
           f.    Limitation on Rights of Assignee/Sublessee
           g.    Tenant Not Released
           h.    Landlord's Right to Collect Sublease Rents Upon Tenant Default
           i.    Excess Rents
           j.    Landlord's Fees
           k.    Unauthorized Assignment or Sublease

Section 19: DAMAGES TO PREMISES

           a.    Landlord's Restoration Obligations
           b.    Termination of Lease by Landlord
           c.    Termination of Lease by Tenant
           d.    Tenant's Restoration Obligations
           e.    Rent Abatement
           f.    Waiver of Claims

Section 20: EMINENT DOMAIN

           a.    Effect on Lease
           b.    Right to Condemnation Award

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Section 21: ENVIRONMENTAL COMPLIANCE

           a.    Environmental Laws
           b.    Tenant's Responsibility
           c.    Tenant's Liability
           d.    Limitation on Tenant's Liability
           e.    Inspections by Landlord
           f.    Landlord's Liability
           g.    Property
           h.    Tenant's Liability after Termination of Lease

Section 22: DEFAULT

           a.    Tenant's Default
           b.    Landlord's Remedies
           c.    Landlord's Expenses
           d.    Remedies Cumulative
           e.    No Accord and Satisfaction
           f.    No Reinstatement
           g.    Summary Ejectment

Section 23: MULTIPLE DEFAULTS

           a.    Loss of Option Rights
           b.    Increased Security Deposit
           c.    Effect on Notice Rights and Cure Periods

Section 24: BANKRUPTCY

           a.    Trustee's Rights
           b.    Adequate Assurance
           c.    Assumption of Lease Obligations

Section 25: NOTICES

           a.    Addresses
           b.    Form; Delivery; Receipt
           c.    Address Changes
           d.    Notice by Legal Counsel

Section 26: HOLDING OVER

Section 27: RIGHT TO RELOCATE

           a.    Substitute Premises
           b.    Notice
           c.    Upfit of Substitute Premises
           d.    Relocation Costs
           e.    Lease Terms
           f.    Limitation on Landlord's Liability

Section 28: BROKER'S COMMISSIONS

           a.    Broker
           b.    Landlord's Obligation
           c.    Indemnity

Section 29: MISCELLANEOUS

           a.    No Agency
           b.    Force Majeure
           c.    Building Standard Improvements d. Limitation on Damages
           e.    Satisfaction of Judgments Against Landlord
           f.    Interest
           g.    Legal Costs
           h.    Sale of Premises or Building
           i.    Time of the Essence
           j.    Transfer of Security Deposit
           k.    Tender of Premises
           l.    Tenant's Financial Statements
           m.    Recordation
           n.    Partial Invalidity
           o.    Binding Effect

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           p.    Entire Agreement
           q.    Good Standing
           r.    Terminology
           s.    Headings
           t.    Choice of Law
           u.    Effective Date

Section 30: SPECIAL CONDITIONS

Section 31: ADDENDA AND EXHIBITS

           a.    Lease Addendum Number One - Operating Expense Pass Through
           b.    Exhibit A - Premises
           c.    Exhibit B - Rules and Regulations
           d.    Exhibit C - Commencement Agreement
           e.    Exhibit D - Insurance Certificate



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                                 OFFICE LEASE

      THIS LEASE ("Lease"), made this 20th day of January, 2004, by and between
HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership,
("Landlord") and CYBERLUX CORPORATION, a Nevada corporation ("Tenant"), provides
as follows:

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

      a. Premises. Rentable Square Feet:  2,405
         Usable Square Feet:              2,128
         Core Area Factor (R/U ratio)     1.13

         Suite:                        100
         Building:               Willow Oak
         Street Address:         4625 Creekstone Drive
         City/County:                  Durham, Durham
         State/Zip Code:         North Carolina  27703

      b. Term. Number of Months: Thirty nine and one-half months
         Commencement Date:      January 19, 2004
         Expiration Date:        April 30, 2007

      c. Permitted Use.          General office

      d. Occupancy Limitation.   No more than 4.11 persons per one thousand
                                (1,000) rentable square feet.

      e. Base Rent. The minimum base rent for the Term is $129,612.72,
         payable in monthly installments on the 1st day of each month in
         accordance with the following Base Rent Schedule:

      ----------------------------------------------------------------------
             MONTHS                   MONTHLY RENT          CUMULATIVE RENT

      ----------------------------------------------------------------------
        1/19/04 - 4/18/04                    $0.00                    $0.00
      ----------------------------------------------------------------------
        4/16/04 - 4/30/04                $1,382.88                $1,382.88
      ----------------------------------------------------------------------
        5/01/04 - 4/30/05                $3,457.19               $41,486.28
      ----------------------------------------------------------------------
        5/01/05 - 4/30/06                $3,560.90               $42,730.80
      ----------------------------------------------------------------------
        5/01/06 - 4/30/07                $3,667.73               $44,012.76
      ----------------------------------------------------------------------
                                                 BASE RENT:     $129,612.72
      ----------------------------------------------------------------------


      f. Rent Payment Address. HIGHWOODS REALTY LIMITED PARTNERSHIP P.O. Box
         409412 Atlanta, Georgia 30384

                              Tax ID #: 56-1869557

      g. Security Deposit. $6,914.00

      h. Business Hours. 8:00 A.M. to 6:00 P.M. Monday through Friday
         (excluding

         National and State Holidays).

      i. Electrical Service. No more than 13 electrical circuits serving
         convenience outlets for the Premises.

      j. After Hours HVAC Rate. $25.00 per hour, per zone, with a minimum of
         two

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         (2) hours per occurrence.

      k. Parking. Unreserved; not to exceed four spaces per 1000 rentable
         square feet.

      l. Notice Addresses.

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

            TENANT:           CYBERLUX CORPORATION

                              4625 Creekstone Drive, Suite 100
                              Durham, North Carolina  27703
                              Attn: Mark Schmidt
                              Facsimile #:      877/347-0234

      m.    Broker. None.

      2.    LEASED PREMISES.

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

      b. Rentable Square Foot  Determination.  The parties  acknowledge that all
square  foot  measurements  are  approximate  and agree that the square  footage
figures in Section 1a shall be conclusive  for all purposes with respect to this
Lease.

      c. Common  Areas.  Tenant  shall have  non-exclusive  access to the common
areas of the  Building.  The common areas  generally  include  space that is not
included  in  portions  of the  building  set aside for  leasing  to  tenants or
reserved for Landlord's exclusive use, including entrances,  hallways,  lobbies,
elevators,  restrooms,  walkways and plazas ("Common  Areas").  Landlord has the
exclusive  right to (i) designate the Common Areas,  (ii) change the designation
of any Common  Area and  otherwise  modify the Common  Areas,  and (iii)  permit
special use of the Common Areas,  including  temporary exclusive use for special
occasions.  Tenant  shall  not  interfere  with the  rights of others to use the
Common  Areas.  All use of the  Common  Areas  shall be subject to any rules and
regulations promulgated by Landlord.

      3. TERM.

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

      b.  Adjustments  to  Commencement  Date.  The  Commencement  Date shall be
adjusted as follows:

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

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

      c. Termination by Tenant for Failure to Deliver  Possession.  In the event
Landlord is unable to deliver possession of the Premises within ninety (90) days
after the  original  Commencement  Date set forth in the first  sentence of this
Section 2 (excluding any delays resulting from force majeure or caused by Tenant

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- "Excused  Delays"),  then Tenant may terminate  this Lease by giving notice to
Landlord  within  one  hundred  (100)  days of the  original  Commencement  Date
(excluding Excused Delays).  Tenant may not terminate the Lease,  however, if it
has taken possession of any part of the Premises.

      d. Delivery of Possession.  "Delivery of possession" of the Premises shall
mean the earlier of: (i) the date Landlord has the Premises  ready for occupancy
by Tenant as  evidenced by a permanent  or  temporary  Certificate  of Occupancy
issued by proper  governmental  authority,  or (ii) the date Landlord could have
had the Premises ready had there been no Delays attributable to Tenant.

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

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

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

      4. USE.

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

      b. Prohibited Uses. Tenant shall not use the Premises:

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

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

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

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

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

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


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cost of engineering,  installation, operation and maintenance of the units to be
paid by Tenant.  All costs and expenses  relating to High Demand  Equipment  and
Landlord's   administrative  costs  (such  as  reading  meters  and  calculating
invoices) shall be Additional Rent, payable by Tenant upon demand.

      5. RENT.

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

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

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

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

      iv.   For each Rent payment Landlord  receives five (5) days after the due
            date,  Landlord shall be entitled to all default  remedies  provided
            under the terms of this  Lease,  and a late  charge in the amount of
            five percent  (5%) of the Rent due . For each Rent payment  Landlord
            receives  fifteen  (15) days after the due date,  Landlord  shall be
            entitled to all default  remedies  provided  under the terms of this
            Lease,  and a late charge in the amount of fifteen  percent (15%) of
            the Rent due.

      v.    If  Landlord  presents  Tenant's  check to any bank and  Tenant  has
            insufficient  funds to pay for such check,  then  Landlord  shall be
            entitled to all default  remedies  provided  under the terms of this
            Lease and the maximum  lawful bad check fee or five  percent (5%) of
            the amount of such check, whichever amount is less.

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

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

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

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

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

      6. SECURITY DEPOSIT.

      a.  Amount of  Deposit.  Tenant  shall  deposit  with  Landlord a Security
Deposit in the amount set forth in Section 1g, which sum  Landlord  shall retain
as security for the performance by Tenant of each of its obligations  hereunder.
The Security Deposit shall not bear interest.

      b.  Application of Deposit.  If Tenant at any time fails to perform any of
its  obligations  under  this  Lease,   including  its  Rent  or  other  payment
obligations,  its  restoration  obligations,  or  its  insurance  and  indemnity
obligations,  then Landlord may, at its option,  apply the Security  Deposit (or
any portion) to cure Tenant's  default or to pay for damages  caused by Tenant's
default. If the Lease has been terminated,  then Landlord may apply the Security


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Deposit  (or any  portion)  against the damages  incurred  as a  consequence  of
Tenant's  breach.  The  application  of the  Security  Deposit  shall  not limit
Landlord's  remedies  for  default  under the terms of this  Lease.  If Landlord
depletes the Security Deposit, in whole or in part, prior to the Expiration Date
or any  termination  of this Lease,  then Tenant shall restore  immediately  the
amount so used by Landlord.

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

      7. SERVICES BY LANDLORD.

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

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

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

      iii.  Operatorless elevator service.

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

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

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

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

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

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


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

      d. Tenant's Obligation to Report Defects.  Tenant shall report to Landlord
immediately any defective condition in or about the Premises known to Tenant and
if such defect is not so reported and such failure to promptly report results in
other damage, Tenant shall be liable for same.

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

      8. TENANT'S ACCEPTANCE AND MAINTENANCE OF PREMISES.

      a. Acceptance of Premises.  Tenant's occupancy of the Premises is Tenant's
representation  to  Landlord  that (i) Tenant has  examined  and  inspected  the
Premises,  (ii)  finds  the  Premises  to  be as  represented  by  Landlord  and
satisfactory  for  Tenant's  intended  use,  and  (iii)   constitutes   Tenant's
acceptance of the Premises "as is". Landlord makes no representation or warranty
as to the condition of the Premises.

      b.  Move-In  Obligations.  Tenant  shall  schedule  its  move-in  with the
Landlord's  Property Manager.  Unless otherwise approved by Landlord's  Property
Manager,  move-in shall not take place during  Business  Hours.  During Tenant's
move-in, a representative of Tenant must be on-site with Tenant's moving company
to  insure  proper  treatment  of the  Building  and  the  Premises.  Elevators,
entrances,  hallways  and other  Common Areas must remain in use for the general
public during business  hours.  Any specialized use of elevators or other Common
Areas must be coordinated with Landlord's Property Manager. Tenant must properly
dispose of all  packing  material  and refuse in  accordance  with the Rules and
Regulations.  Any damage or  destruction  to the Building or the Premises due to
moving will be the sole responsibility of Tenant.

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

      d.  Alterations  to Premises.  Tenant shall make no structural or interior
alterations to the Premises.  If Tenant requests such  alterations,  then Tenant
shall provide  Landlord's  Property  Manager with a complete set of construction
drawings.  If Landlord  consents to the  alterations,  then the Property Manager
shall  determine  the  actual  cost  of  the  work  to be  done  (to  include  a
construction  supervision fee to be paid to Landlord in the amount of 10% of the
cost of the construction).  Tenant may then either agree to pay Landlord to have
the work done or withdraw its request for alterations.  All such alterations are
subject to the prior written approval of Landlord.

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


                                       6
<PAGE>


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

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

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

      9. PROPERTY OF TENANT.

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

      b.  Removal.  Provided  Tenant is not in  default,  Tenant  may remove all
fixtures and equipment which it has placed in the Premises;  provided,  however,
Tenant must repair all damages caused by such removal. If Tenant does not remove
its property from the Premises upon the expiration or earlier  termination  (for


                                       7
<PAGE>


whatever  cause) of this  Lease,  such  property  shall be deemed  abandoned  by
Tenant,  and  Landlord may dispose of the same in whatever  manner  Landlord may
elect without any liability to Tenant.

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

      11. ACCESS TO PREMISES.

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

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

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

      12. TENANT'S COMPLIANCE.

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

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

      13. ADA COMPLIANCE.

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

      b. Landlord's Compliance.  Landlord, at Landlord's sole expense, shall use
all reasonable  efforts to meet the requirements of the ADA as it applies to the
Common  Areas  and  restrooms  of the  Building;  but  Landlord  shall  have  no
responsibility  for ADA compliance with respect to the Premises.  Landlord shall
not be required to make changes to the Common Areas or restrooms of the Building
to comply with ADA standards  adopted after  construction of the Building unless
specifically required to do so by law.

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


                                       8
<PAGE>


      14. INSURANCE REQUIREMENTS.

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

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

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

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

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

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


                                       9
<PAGE>


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

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

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

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

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

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

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

      ii.   Agreeing to attorn to the mortgagee;

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

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

      v.    Agreeing to attorn to any successor Landlord; and

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

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

      c.  Estoppel  Certificates.  Tenant  agrees  to  execute  within  five (5)
business days after request,  and as often as requested,  estoppel  certificates
confirming any factual matter  requested by Landlord which is true and is within
Tenant's  knowledge  regarding this Lease,  and the Premises,  including but not
limited to: (i) the date of occupancy, (ii) Expiration Date, (iii) the amount of
Rent due and date to which Rent is paid, (iii) whether Tenant has any defense or
offsets to the  enforcement of this Lease or the Rent payable,  (iv) any default
or  breach  by  Landlord,   and  (v)  whether  this  Lease,  together  with  any
modifications or amendments, is in full force and effect. Tenant shall attach to
such  estoppel  certificate  copies of any  modifications  or  amendments to the
Lease.

      d.  Foreclosure.  IN the event of a  foreclosure  or transfer in lieu of a
foreclosure, Tenant agrees that the purchaser at the foreclosure, or transferree
("New Owner"):

      (i)   is relieved from the  obligation to return any security  deposit not
            actually received by the Mortgagee of the New Owner;

      (ii)  shall not be bound by Rents paid more than one month in advance; and
            (iii) shall not be bound by actions  taken by Landlord  with respect
            to this Lease not permitted under the terms of the Mortgage.

      e. Tenant  Acknowledgment.  Tenant acknowledges that (i) Landlord owns all
personal  property  affixed to the Real  Property,  other  than trade  fixtures,
office equipment or other personal property, the use of which is not provided by
Landlord to Tenant  under the Lease,  and (ii) Tenant is obligated to repair any
damages incidental to the removal of trade fixtures,  office furniture or office
equipment owned by Tenant.

      f. Notices. Any notice delivered to Tenant by the Mortgagee shall be valid
if delivered to the Premises demised by this Lease.

      18. ASSIGNMENT - SUBLEASE.

      a. Landlord  Consent.  Tenant may not assign or encumber this Lease or its
interest in the Premises arising under this Lease, and may not sublet all or any
part of the Premises  without first  obtaining the written  consent of Landlord,
which consent shall not be withheld  unreasonably.  Landlord will not consent to
an  assignment or sublease  that might result in a use that  conflicts  with the
rights  of any  existing  tenant.  One  consent  shall  not be the basis for any
further consent.

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

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

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

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


                                       10
<PAGE>


      f. Limitation on Rights of Assignee/Sublessee.  Any assignment or sublease
for which Landlord's consent is required shall not include the right to exercise
any options to renew the Lease Term,  expand the Premises,  or similar  options,
unless specifically provided for in the consent.

      g. Tenant Not Released.  No assignment or sublease shall release Tenant of
any of its obligations under this Lease.

      h. Landlord's Right to Collect Sublease Rents upon Tenant Default.  If the
Premises (or any portion) is sublet and Tenant defaults under its obligations to
Landlord,  then Landlord is authorized,  at its option,  to collect all sublease
rents  directly from the  Sublessee.  Tenant hereby assigns the right to collect
the sublease rents to Landlord in the event of Tenant default. The collection of
sublease  rents by Landlord shall not relieve  Tenant of its  obligations  under
this Lease, nor shall it create a contractual relationship between Sublessee and
Landlord or give  Sublessee  any greater  estate or right to the  Premises  than
contained in its Sublease.

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

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

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

      19. DAMAGES TO PREMISES.

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

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

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

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

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

      c.  Termination  of Lease by  Tenant.  Tenant  shall  have the  option  of
terminating the Lease if: (i) Landlord has failed to  substantially  restore the
damaged  Building  or  Premises  within  one  hundred  eighty  (180) days of the
Casualty  ("Restoration  Period");  (ii)  the  Restoration  Period  has not been
delayed  by force  majeure;  and  (iii)  Tenant  gives  Landlord  notice  of the


                                       11
<PAGE>


termination  within fifteen 15 days after the end of the Restoration  Period (as
extended by any force majeure delays).  If Landlord is delayed by force majeure,
then Landlord must provide  Tenant with notice of the delays within fifteen (15)
days of the force  majeure  event  stating  the reason for the delays and a good
faith estimate of the length of the delays.

      d. Tenant's Restoration  Obligations.  Unless terminated,  the Lease shall
remain in full force and effect, and Tenant shall promptly repair,  restore,  or
replace  Tenant's  trade  fixtures,   decorations,   signs,  contents,  and  any
Non-Standard   Improvements  to  the  Premises.   All  repair,   restoration  or
replacement  shall be at least to the same  condition  as  existed  prior to the
Casualty.  The proceeds of all insurance carried by Tenant on its property shall
be held in trust by Tenant for the  purposes  of such  repair,  restoration,  or
replacement.

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

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

      20. EMINENT DOMAIN.

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

      b. Right to Condemnation Award.  Landlord shall be entitled to receive and
retain  the  entire  condemnation  award  for the  taking  of the  Building  and
Premises.  Tenant shall have no right or claim against  Landlord for any part of
any award  received by Landlord  for the taking.  Tenant  shall have no right or
claim for any  alleged  value of the  unexpired  portion of this  Lease,  or its
leasehold estate,  or for costs of removal,  relocation,  business  interruption
expense or any other damages arising out of such taking. Tenant,  however, shall
not be  prevented  from  making a claim  against the  condemning  party (but not
against  Landlord  ) for any  moving  expenses,  loss of  profits,  or taking of


                                       12
<PAGE>


Tenant's personal property (other than its leasehold estate) to which Tenant may
be  entitled;  provided  that any such award  shall not reduce the amount of the
award otherwise payable to Landlord for the taking of the Building and Premises.

      21. ENVIRONMENTAL COMPLIANCE.

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

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

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

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

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

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

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

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

      22. DEFAULT.

      a.  Tenant's  Default.  Tenant  shall be in  default  under  this Lease if
Tenant:

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

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


                                       13
<PAGE>


            with  reasonable  diligence  completely  cure  the  breach  within a
            reasonable period of time after the notice;

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

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

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

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

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

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

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

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

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

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

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

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

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

      f. No  Reinstatement.  No payment of money by Tenant to Landlord after the
expiration or termination  of this Lease shall  reinstate or extend the Term, or
make ineffective any notice of termination  given to Tenant prior to the payment
of such money.  After the service of notice or the  commencement  of a suit,  or
after final judgment granting Landlord possession of the Premises,  Landlord may
receive and collect any sums due under this Lease, and the payment thereof shall


                                       14
<PAGE>


not make  ineffective any notice or in any manner affect any pending suit or any
judgment previously obtained.

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

      23. MULTIPLE DEFAULTS.

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

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

      c. Effect on Notice Rights and Cure Periods.  Should Tenant  default under
this Lease on two (2) or more occasions during any twelve (12) month period,  in
addition to all other remedies available to Landlord, any notice requirements or
cure  periods  otherwise  set forth in this Lease  with  respect to a default by
Tenant shall not apply.

      24. BANKRUPTCY.

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

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

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

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

      c. Assumption of Lease  Obligations.  Any proposed  assignee of this Lease
must assume and agree to be personally bound by the provisions of this Lease.


                                       15
<PAGE>


      25. NOTICES.

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

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

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

      d. Notice by Legal Counsel. Notices may be given on behalf of any party by
such party's legal counsel.


                                       16
<PAGE>


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

      27. RIGHT TO RELOCATE.

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

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

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

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

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

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


                                       17
<PAGE>


      28. BROKER'S COMMISSIONS.

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

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

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

      29. MISCELLANEOUS.

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

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

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

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

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

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


                                       18
<PAGE>


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

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

      i. Time of the Essence.  Time is of the essence in the  performance of all
obligations under the terms of this Lease.

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

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

      l. Tenant's Financial Statements.  Upon request of Landlord, Tenant agrees
to furnish to Landlord  copies of Tenant's  most recent  annual,  quarterly  and
monthly financial  statements,  audited if available.  The financial  statements
shall be prepared in accordance with generally accepted  accounting  principles,
consistently applied. The financial statements shall include a balance sheet and
a statement of profit and loss, and the annual  financial  statement  shall also
include a statement of changes in financial position and appropriate explanatory
notes.  Landlord may deliver the  financial  statements  to any  prospective  or
existing mortgagee or purchaser of the Building.

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

      n. Partial  Invalidity.  The invalidity of any portion of this Lease shall
not invalidate the remaining portions of the Lease.

      o. Binding Effect. This Lease shall be binding upon the respective parties
hereto, and upon their heirs, executors, successors and assigns.

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

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

      r. Terminology.  The singular shall include the plural, and the masculine,
feminine or neuter includes the other.

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

      t.  Choice  of Law.  This  Lease  shall be  interpreted  and  enforced  in
accordance with the laws of the State in which the Premises are located.


                                       19
<PAGE>


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

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

      a. Tenant Improvements. Tenant is taking the Premises "as is", as provided
in Section Eight of this Lease, except that Landlord agrees, at its own cost and
expense, to do the following prior to Tenant's  occupancy:  (i) thoroughly clean
the Premises,  including vacuuming,  mopping, cleaning windows and blinds, light
fixtures, and HVAC returns and diffuser;  (ii) repair any existing damage; (iii)
refinish  doors,  as  needed;  and (iv)  remove  all  debris.  If  Tenant  wants
improvements  or  alterations  to be made,  in addition to the stated,  the same
shall be made in accordance with Section Eight of the Lease and at Tenant's cost
and expense.  Tenant shall pay for any  improvements or alterations  made at its
expense within ten days of the receipt of an invoice from Landlord for the same.

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


                                       20
<PAGE>


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

TENANT:

CYBERLUX CORPORATION

a Nevada corporation

      By:     /s/ Donald F. Evans
         ---------------------------------------------------
      Name:   Donald F. Evans
           -------------------------------------------------
      Title:  Chairman and CEO
            -----------------------------------------------
      Date:   1/20/04
            -----------------------------------------------
      Attest: John W. Ringo, Esq.
             ----------------------------------------------
              Cyberlux Corporate Secretary

      Affix Corporate Seal:

LANDLORD:

HIGHWOODS REALTY LIMITED PARTNERSHIP
a North Carolina limited partnership
  By: Highwoods Properties, Inc., its general partner
  a Maryland corporation

      By:     /s/ Robert G. Cutlip
          ------------------------------------------------
              Robert G. Cutlip, Vice President

      Date:   1/20/04

      Attest: /s/ Cynthia A. Morgan
             ---------------------------------------------
            Cynthia A. Morgan, Assistant Secretary



                  Affix Corporate Seal:


                                       21
<PAGE>

                                ACKNOWLEDGMENT

STATE OF _______________________                (Corporation)
COUNTY OF _____________________

      I,     the      undersigned      Notary      Public,      certify     that
____________________________________  personally  came  before  me this  day and
acknowledged  that  ____he  is   _____________________   Secretary  of  Cyberlux
Corporaiton,  a Nevada corporation,  and that by authority duly given and as the
act of the  corporation,  the  foregoing  instrument  was  signed in its name by
_______________________,   as  its  _________________  President,   attested  by
________________________________  as  its  ____________________  Secretary,  and
sealed with its common corporate seal.

      WITNESS my hand and notarial seal, this ____ day of  __________________,
20 ______.

Notary Public: ______________________________
Name: ____________________________________
My Commission Expires: _____________________




                                       22
<PAGE>

                             CORPORATE RESOLUTION

      The undersigned hereby represent that the following is a complete and
exact copy of Resolutions adopted by Tenant's Board of Directors on
________________, 20__:



      WHEREAS,  Cyberlux  Corporation (the  "Corporation")  wants to lease space
from Highwoods Realty Limited Partnership; and

      WHEREAS,  duly authorized personnel of the Corporation have negotiated the
terms and conditions of the lease of space, as set forth in a written lease; and

      WHEREAS,  the Corporation's board of directors has considered the lease of
space and reviewed the written lease and believe that it is in the best interest
of the Corporation to enter the lease for space;

      NOW THEREFORE, BE IT RESOLVED, that the Board of Directors hereby approves
the written  lease in the form  presented  to the Board of Directors on the date
that these  resolutions are adopted and hereby  authorizes,  the Chairman of the
Board or the President or any Vice  President and the Secretary or any Assistant
Secretary  to sign and  delivery  the  lease in  substantially  the same form as
presented; and

      BE IT  FURTHER  RESOLVED,  that the  officers  of  Corporation  are hereby
authorized  and empowered to take any  additional  action as may be necessary or
appropriate to carry out the intent of these resolutions.

      This the _______ day of __________________________, 20 __.




                                    By: __________________________________
                                          ____________________ Secretary


                                       23
<PAGE>

             LEASE ADDENDUM NUMBER ONE [BASE YEAR CALENDAR YEAR]

      ADDITIONAL RENT - OPERATING  EXPENSE PASS THROUGHS.  For the calendar year
commencing  on JANUARY 1, 2005 and for each  calendar  year  thereafter,  Tenant
shall pay to Landlord,  as Additional Rent, Tenant's  Proportionate Share of any
increase in Operating  Expenses (as hereinafter  defined) incurred by Landlord's
operation or maintenance of the Building above the Operating  Expenses  Landlord
incurred during the Base Year (as hereinafter defined).

      For  purposes  of  calculating  Tenant's  Proportionate  Share of real and
personal  property taxes,  Landlord shall use the Base Year or the year in which
the Building and  improvements  are completed and are fully assessed,  whichever
shall be later. Tenant's Proportionate Share shall be calculated by dividing the
approximately  2,405 rentable  square feet of the Premises by the  approximately
89,392 net rentable square feet of the Building, which equals 2.6904%. If during
any calendar  year the  occupancy  of the rentable  area of the Building is less
than 95% full, then Operating Expenses (as hereinafter defined) will be adjusted
for such calendar year at a rate of 95% occupancy.

      For the calendar year  commencing on JANUARY 1, 2005 and for each calendar
year  thereafter  during  the Term,  Landlord  shall  estimate  the  amount  the
Operating  Expenses  shall  increase for such  calendar year above the Operating
Expenses incurred during the Base Year.  Landlord shall send to Tenant a written
statement  of the  amount  of  Tenant's  Proportionate  Share  of any  estimated
increase  in  Operating  Expenses  and Tenant  shall pay to  Landlord,  monthly,
Tenant's Proportionate Share of such increase in Operating Expenses.  Within one
hundred and eighty (180) days after the end of each  calendar year or as soon as
possible  thereafter,  Landlord  shall  send a copy of the Annual  Statement  to
Tenant.  Pursuant  to  the  Annual  Statement,  Tenant  shall  pay  to  Landlord
Additional  Rent as owed or Landlord  shall  adjust  Tenant's  Rent  payments if
Landlord owes Tenant a credit.  After the Expiration  Date,  Landlord shall send
Tenant the final Annual Statement for the Term, and Tenant shall pay to Landlord
Additional Rent as owed or if Landlord owes Tenant a credit, then Landlord shall
pay  Tenant a  refund.  If there is a  decrease  in  Operating  Expenses  in any
subsequent  year below  Operating  Expenses for the Base Year then no additional
rent shall be due on  account of  Operating  Expenses,  but Tenant  shall not be
entitled to any credit,  refund or other payment that would reduce the amount of
other  additional rent or Base Rent owed. If this Lease expires or terminates on
a day other than  December  31,  then  Additional  Rent shall be  prorated  on a
365-day  calendar year (or 366 if a leap year).  All payments or adjustments for
Additional  Rent shall be made  within  thirty  (30) days  after the  applicable
Statement is sent to Tenant.

      The term "Base Year" shall mean the twelve month  period  beginning on the
January 1, 2004 and ending on December 31, 2004.

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


                                        1
<PAGE>



                                    EXHIBIT A
                                    PREMISES





                                        2
<PAGE>

                                  EXHIBIT B
                            RULES AND REGULATIONS

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

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

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

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

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

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

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

8. DEFACING  PREMISES AND OVERLOADING.  Tenant shall not place anything or allow
   anything to be placed in the Premises near the glass of any door,  partition,
   wall or window that may be unsightly from outside the Premises.  Tenant shall
   not place or permit to be placed any article of any kind on any window  ledge
   or on the exterior walls; blinds, shades, awnings or other forms of inside or
   outside window ventilators or similar devices shall not be placed in or about
   the outside  windows in the Premises except to the extent that the character,
   shape, color, material and make thereof is approved by Landlord. Tenant shall
   not do any  painting  or  decorating  in the  Premises  or install  any floor
   coverings in the Premises or make,  paint,  cut or drill into,  or in any way


                                       1
<PAGE>


   deface  any  part of the  Premises  or  Building  without  in  each  instance
   obtaining  the prior written  consent of Landlord.  Tenant shall not overload
   any floor or part thereof in the Premises, or any facility in the Building or
   any public  corridors  or  elevators  therein by bringing in or removing  any
   large or heavy  articles  and Landlord may direct and control the location of
   safes,  files,  and all other heavy articles and, if considered  necessary by
   Landlord may require Tenant at its expense to supply  whatever  supplementary
   supports necessary to properly distribute the weight.

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

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

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

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

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

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

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


                                       2
<PAGE>


   impair radio or television  broadcasting or reception from or in the Building
   or  elsewhere;  (h) bring or permit to be in the Building any bicycle,  other
   vehicle, dog (except in the company of a blind person), other animal or bird;
   (i)  make or  permit  any  objectionable  noise or odor to  emanate  from the
   Premises;  (j)  disturb,  harass,  solicit or  canvass  any  occupant  of the
   Building;  (k) do anything in or about the Premises which could be a nuisance
   or tend to injure the  reputation of the Building;  (i) allow any firearms in
   the Building or the Premises except as approved by Landlord in writing.

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

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

18.BUILDING  SECURITY.  At all  times  other  than  normal  business  hours  the
   exterior Building doors and suite entry door(s) must be kept locked to assist
   in security.  Problems in Building and suite  security  should be directed to
   Landlord at 919/872-4924.

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

20.JANITORIAL  SERVICE.   The  janitorial  staff  will  remove  all  trash  from
   trashcans.  Any container or boxes left in hallways or  apparently  discarded
   unless clearly and conspicuously labeled DO NOT REMOVE may be removed without
   liability to Landlord.  Any large volume of trash  resulting from delivery of
   furniture,  equipment,  etc.,  should be  removed  by the  delivery  company,
   Tenant, or Landlord at Tenant's expense.  Janitorial service will be provided
   after hours five (5) days a week.  All requests for trash  removal other than
   normal janitorial services should be directed to Landlord at 919/872-4924.

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


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                                  EXHIBIT C

            COMMENCEMENT AGREEMENT AND LEASE AMENDMENT NUMBER ONE

      This  COMMENCEMENT  AGREEMENT AND LEASE AMENDMENT NUMBER ONE (the "First
Amendment"),   made   and   entered   into   as  of   this   _______   day  of
________________,  2001, by and between HIGHWOODS REALTY LIMITED  PARTNERSHIP,
a North  Carolina  limited  partnership,  with its  principal  office  at 3100
Smoketree Court,  Suite 600,  Raleigh,  North Carolina 27604  ("Landlord") and
_______________________,  a  _____________  corporation,  with  its  principal
office at _____________________ ("Tenant");

                            W I T N E S S E T H :

     WHEREAS,  Tenant and Landlord  entered into that certain Lease  Agreement
dated  _____________  (the  "Lease"),  for space  designated  as Suite ______,
comprising   approximately   __________   rentable   square   feet,   in   the
___________________              Building,              located             at
_______________________________________,   City  of  ____________,  County  of
____________, State of ________________________; and

      WHEREAS,  the parties  desire to amend the Rent Schedule and further alter
and modify said Lease in the manner set forth below,

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

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

2. Base  Rent.  Section  Five  of  the  Lease,   entitled  "Rent",  and  related
   definitions are amended as follows:

A. Base Rent.  Subsection 1(e) entitled "Base Rent" , is amended to provide that
   the Base Rent for the Term shall be $ __________, instead of $______________.

B. Rent  Schedule.  The rent  schedule  provided  in  Subsection  1(e)  shall be
   replaced with the following rent schedule:

3. Miscellaneous. Unless otherwise defined herein, all capitalized terms used in
   this First Amendment shall have the same definitions  ascribed to them in the
   Lease.

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

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

Tenant:

a  corporation

      By:___________________________________________
      Name:_________________________________________
      Title:________________________________________

      Date:_________________________________________

      Attest:_______________________________________
                                          Secretary





            Corporate Seal:

LANDLORD:

HIGHWOODS REALTY LIMITED PARTNERSHIP
a North Carolina limited partnership
     By: Highwoods Properties, Inc., its general partner
     a Maryland corporation

      By:___________________________________________
            Vice President

      Date:_________________________________________

      Attest:_______________________________________
            , Assistant Secretary


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                                  EXHIBIT D
                       EXAMPLE OF INSURANCE CERTIFICATE








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