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                                 EXHIBIT 10.39

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                           HOSPITAL LEASE AGREEMENT

THE STATE OF TEXAS

COUNTY OF HARRIS


This Lease, dated ___________  ______, 1998, and entered into by and between the
Landlord and Tenant identified hereinbelow.

1.   DEFINITIONS AND BASIC PROVISIONS.

     1.1  Parties and Addresses. The parties hereto and their respective
addresses are as follows:

          (1)  Landlord: Dynacq International, Inc.

          (2)  Landlord's Address: 4301A Vista, Pasadena, Texas 77504

          (3)  Tenant: Vista Community Medical Center, L.L.C.

          (4)  Tenant's Address: 4301B Vista, Pasadena, Texas 77504

          (5)  Tenant's Taxpayer Identification Number:______________

     1.2  Defined Terms. The following terms shall be deemed to be defined
terms of this Lease for all purposes. Each of the following definitions and
basic provisions shall be construed in conjunction with and limited by the
reference thereto in other provisions of this Lease:

          (1)  Fixed Minimum Rent: $3.00 per net rentable square foot annually,
for the Terms hereof, payable $ 57,500.00 per month for the full term of this
lease.

          (2)  Leased Premises: Those certain premises known as 4301B Vista,
Pasadena Texas, containing approximately 23,000 square feet of net rentable
area, as herein defined and all fixtures and equipment as reflected on the
attached "Exhibit D". The Leased Premises are substantially reflected on the
attached Floor Plan and being located in the Building.

          (4)  Commencement Date: February 1, 1998

          (5)  Term: The period beginning on the commencement date and
continuing for 60 months with a series of options, in the Lessee, to renew the
lease for three additional 60 month terms.

          (6)  Rent: All Fixed Minimum Rent and Additional Rent.

          (7)  Additional Rent: All rent and other sums payable hereunder from
Tenant to Landlord, other than Fixed Minimum Rent.

          (8)  Base Year: The Calendar Year 1999.

          (9)  Operating Expenses: All expenses, costs and disbursements (but
not replacement of capital items nor specific costs billed to and paid by
specific tenants, except as otherwise hereinafter provided) of every kind and
nature which Landlord shall pay or become obligated to pay because of, or in
connection with the ownership, management, maintenance and operation of the
Building, the Common Areas and related facilities, including but not limited to
the following:

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               (i) compensation, fees, wages and salaries of all contractors
(including property management companies) or employees engaged in the operation
management and/or maintenance, or access control, and any personnel who may
provide traffic relating to egress and egress to and from the parking areas to
the adjacent public streets; all taxes, insurance and benefits relating to
contractors or employees providing these services shall be included;

               (ii) all supplies, tools, equipment and materials used in
operations and maintenance;

               (iii) costs of all utilities, including but not limited to, the
cost of water and power, heating, lighting, air conditioning and ventilating,
telephone, cable TV, garbage removal, and said other utilities as are required
for the operation of the Building.

               (iv) costs of all maintenance and service agreements and the
equipment therein, including, but not limited to, access control service, window
cleaning and elevator maintenance;

               (v) cost of all insurance, including, but not limited to, the
cost of casualty and liability insurance;

               (vi) costs of repairs and general maintenance;

               (vii) amortization of the costs of installation of capital
improvements that reduce operating costs or which may be required by
governmental authority; such costs to be amortized over such reasonable period
as Landlord shall determine with a return on capital at the then current
interest rate on the unamortized balance or at such higher interest rate as may
have been paid by Landlord on funds borrowed for the purpose of constructing
such capital improvements;

               (viii) Landlord's central accounting and audit costs; and

               (ix) all other costs and expenses which would generally be
regarded as operating and maintenance costs and expenses.

          (10) Escalations: The dollar amount by which the Operating Expenses
exceed the actual Building Operating Expenses for the calendar year 1998.

          (11) Pro Rata Share: 100. percent ( 100%), provided that if the
Building is expanded or contracted, Tenant's Pro Rata Share shall increase or
decrease, as the case may be, such that it will equal a fraction, the numerator
of which is the net rentable area of the Leased Premises, and the denominator of
which is the net rentable area of the Building, which is approximately 23,000.

          (12) Permitted Use: General Medical Hospital,  provided such use is
granted only to Tenant, and complies with all laws, ordinances and statutes.

          (13) Floor Plan: The outline of the Leased Premises as depicted in
Exhibit "B" attached hereto and made a part hereof for all purposes.

          (14) Interior of the Leased Premises: Standard office front and
entrance (including without limitation, all plate glass and exterior doors), all
of the interior wall framing, floors and floor covering, ceiling and interior
staining and finishes, all interior doors and hardware, all interior electrical
conduits and appurtenances, mechanical machinery and equipment, all interior
electrical fixtures, interior plumbing and plumbing fixtures, Tenants' trade
fixtures, and all other parts in the interior of Lease Premises.

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          (15) Building: The building in which the Leased Premises are situated,
being generally known as Vista Medical Center Professional Bldg.

          (16) Common Area: Those parts of the Building and the Land and related
facilities designated by landlord from time to time for the common use of all
tenants. Including among other facilities, parking areas, sidewalks,
landscaping, curbs, loading areas, private streets and alleys, automobile
entrances, exits and driveways, entranceways, open (enclosed or otherwise),
lighting facilities, drinking fountains, public toilets, signs, service areas,
common utility lines, pipes, and/or conduits, and the like.

          (17) Land: The lot, tract or parcel of land upon which the Building is
situated, in Harris County, Texas as more particularly described by metes and
bounds on Exhibit "A" attached hereto and made a part hereof for all purposes,
plus any contiguous parcels or strips of land which currently are owned by
Landlord or leased to Landlord by lease agreement or easement, and are used in
connection with or service the Building or any part thereof.

          (18) Security Deposit: The sum $57,500 to be deposited by Tenant with
Landlord, and held by Landlord pursuant to the terms hereof.

          (19) Late Charge: $0.05 per each dollar overdue, per month.

          (20) Lease: This Hospital Lease Agreement.

          (21) Expiration Date: The last day of the Term hereof, which date is
contemplated as being January 31, 2004

          (22) Broker (s): None.


2.   GRANTING CLAUSE. In consideration of the Rent reserved and the covenants
and agreements herein contained on the part of the Tenant to be observed and
performed, Landlord hereby demises, lets and leases unto Tenant, and Tenant
hereby rents from Landlord, the Leased Premises.


3.   RENT.

     3.1  Fixed Minimum Rent. Tenant promises and agrees to pay to Landlord for
the original Term of this Lease, at the Landlord's Address or at such other
place designated by Landlord, without any prior demand therefor and without any
deduction or setoff, the Fixed Minimum Rent. The Fixed Minimum Rent shall be
paid by Tenant, paying to Landlord the Monthly Minimum Rent Payment on or before
the first day of each month during the Term hereof. A monthly Minimum Rent
Payment for any fractional month at the beginning or the end of the Term shall
be prorated based upon the actual number of days in such month. It is agreed
that, notwithstanding anything to the contrary, the Leased Premises are leased
for the Fixed Minimum Rental for the original Term hereof, payable at the time
of the making of this Lease and that the provisions herein contained for the
payment of same in Monthly Minimum Rent Payments are for the convenience of
Tenant only, and that, upon default in the payment of any such Monthly Minimum
Rent Payment, as herein allowed, the whole of the Fixed Minimum Rental reserved
for the whole of the Term herein provided for and then remaining unpaid shall,
at the option of Landlord, become due and payable upon notice and demand.
Landlord expressly reserves the

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right to apply the payment of Fixed Minimum Rent to any items of non-rent that
are not paid by Tenant.

     3.2  Escalations.

          (1)  In addition to the Fixed Minimum Rent as specified herein, Tenant
agrees to pay to Landlord as Additional Rent its Pro Rata Share of the
Escalations.

          (2)  Tenant's Pro Rata Share of Operating Expenses for the remainder
of the calendar year after the Commencement Date and for each subsequent
calendar year shall be estimated by Landlord, and written notice thereof shall
be given to Tenant. Upon receipt of said written notice from Landlord, the
estimated Escalations shall be due and payable as herein provided. For any such
remainder of the calendar year after the Commencement Date, Tenant agrees to pay
Landlord each month, at the same time the Monthly Minimum Rent Payment is due,
an amount equal to the amount of such estimated monthly Pro Rata Share of
Escalations for the remainder of such calendar year; and during each calendar
year thereafter Tenant agrees to pay Landlord each month, at the same time the
Monthly Minimum Rent Payments are due, an amount equal to one-twelfth (1/12th)
of the estimated annual Pro Rata Share of Escalations due. Landlord agrees to
limit Tenants pro rata share of Common Area Maintenance and Insurance Charges,
excluding Taxes, to ten (10) percent per year.

If any portion of Operating Expenses increase during a calendar year, Landlord
may revise the estimated Escalations during such year by giving Tenant written
notice to that effect, and thereafter Tenant agrees to pay Landlord, in each of
the remaining months of such year, an additional amount equal to the amount of
such annual increase in the estimated Pro Rata Share of Escalations divided by
the number of months remaining in such year.

          (4)  After the end of each calendar year, Landlord shall prepare and
deliver to Tenant a statement showing Tenant's Pro Rata Share of the total
amount of Escalations. Within ten (10) days after receipt of the aforementioned
statement, Tenant agrees to pay Landlord the remaining amount owed by Tenant.
However, if Tenant has paid more than its Pro Rata Share of the actual
Escalations, Landlord shall either pay to Tenant within a reasonable time the
amount of such excess, or at Landlord's option, apply such excess to any sums
due or to become due from Tenant to Landlord.

          (5)  Notwithstanding anything herein to the contrary, in no event will
the Fixed Minimum Rental provided for in this Lease ever be reduced.

     3.3  Payment For Other Services. Tenant agrees to pay Landlord as
Additional Rent all charges for any services, goods, or materials furnished at
Tenant's request which are not required to be furnished by Landlord under this
Lease, immediately upon demand, plus an administrative fee not to exceed fifteen
percent (15%) of the cost of the requested services, good or materials.

     3.4  Late Charge. If any Rent payment is not received by Landlord on or
before the 10th day of the month, the Late Charge shall be due and payable (in
addition thereto). Said Late Charge is for the purpose of reimbursing Landlord
for the extra costs and expenses incurred in connection with the handling and
processing of such late payment.

4.   SECURITY DEPOSIT. Landlord hereby acknowledges receipt from Tenant of the
Security Deposit, which sum is to be held by Landlord as security for the full
and faithful performance by Tenant of all the terms, covenants and conditions of
this Lease to be kept and performed by Tenant during the Term hereof. If Tenant
defaults with respect to any provision of this Lease, including but not limited
to the provisions relating to the payment of Rent, Landlord may (but shall not
be

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required to) use, apply or retain all or any part of the Security Deposit for
the payment of any Rent or any other sum in default, or to compensate Landlord
for any other loss or damage which Landlord may suffer by reason of Tenant's
default. If any portion of said deposit is so used or applied Tenant shall, on
demand, deposit cash with Landlord in an amount sufficient to restore the
Security Deposit to its original amount, and Tenant's failure to do so shall be
a default under the Lease. Landlord shall no be required to keep the Security
Deposit separate from its general funds and may commingle said deposit with any
other funds. Tenant shall not be entitled to interest on said deposit. It is
expressly understood that the Security Deposit shall not be considered an
advance payment of Rent or a measure of Landlord's damages in the event of
default by Tenant.  If Tenant shall fully and faithfully perform every provision
of this Lease to be performed by it, the Security Deposit or any balance thereof
shall be returned to Tenant (or, at Landlord's option, to the last approved
assignee of Tenant's interest under this Lease) within thirty (30) days
following the expiration of the Lease Term.  In the event Landlord transfers its
interest in the Leased Premises during the Lease Term, Landlord may assign the
Security Deposit to the transferee and thereafter shall have no further
liability for the return of such deposit.

5.   COMMON AREAS

     5.1  Parking Facilities and Other Common Areas. During the Term of this
Lease, Tenant shall be entitled to the nonexclusive use (in common with others
entitled thereto) of the Common Areas. Subject to the terms of this Lease and
any parking rules of Landlord, the Parking Spaces shall be provided to Tenant
located in parking areas provided by Landlord for the common parking of all
tenants of the Building. All Common Areas which Landlord elects or is obligated
to provide and maintain shall at all times be subject to the exclusive control
and management of Landlord, and Landlord shall have the right form time to time
to establish, modify and enforce rules and regulation with respect to all such
facilities and areas so provided by Landlord. Landlord shall have the right, in
its sole discretion, to change the number, to re-stripe and redesign, to
relocate or modify the entrances and exits to and from the parking areas and
parking spaces, and to provide additional entrances and exits if Landlord so
elects. Further, Landlord reserves the right to change from time to time the
dimensions and location of the Common Areas as well as the location, dimensions,
identity and type of any facilities and improvements located thereon and to
construct additional building or additional stories on the Building or other
improvements on the Land, and to eliminate facilities and improvements (other
than the Building) from the Land Tenant shall not conduct, solicit business or
display merchandise on or within the Common Areas, or distribute handbills
therein, or take any action which would interfere with the rights of other
persons to use the Common Areas. Landlord may temporarily close any part of the
Common Areas for such periods of time as Landlord deems necessary to prevent the
public from obtaining prescriptive rights or to make repairs or alterations.

     5.2  Parking Regulations. Landlord shall have the right to maintain and
operate lighting facilities on all of the parking areas and to police all of the
parking and other Common Areas, including, without limitation, the right to
discourage non-tenant parking to designate and regulate parking areas, and to do
and perform such other acts with respect to said Common Areas as in the
judgement of Landlord or Landlord's counsel may be legally necessary to prevent
a dedication thereof to the public.

     5.3  Revocable License. All Common Areas and facilities not within the
Leased Premises, which Tenant may be permitted to use and occupy, are to be used
and occupied under a revocable license, and if the amount of such areas be
diminished, Landlord shall not be subject any liability nor shall Tenant be
entitled to any compensation or diminution or abatement or Rent,

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nor shall such diminution of such areas quality and shall be in accordance with
the then existing federal, state and local regulations regarding health and
safety, and shall be approved in writing by Landlord prior to installation. All
such repairs and replacements of the Interior of the Leased Premises made by
Tenant in and to the Leased Premises pursuant to this Section shall constitute a
part of the fee estate remainder subject to this Lease, and Tenant's rights,
title and interest therein shall be limited to its right of possession and use
pursuant to the provisions of this Lease and subject to all of the terms and
provisions hereof. If Tenant shall neglect and/or fail to observe, keep or
perform any of its obligations to maintain and repair and Leased Premises in the
time and manner provided in this Article and if such neglect and/or failure
shall continue for ten (10) days after notice thereof, Landlord shall have the
right to perform said maintenance and repairs. In the event Landlord does so
perform Tenant's responsibilities for said maintenance and repairs, Landlord
shall furnish Tenant a statement of the actual cost thereof, plus an
administration fee not to exceed fifteen percent (15%) of the actual costs,
which statement shall be immediately payable by Tenant.

6.   MAINTENANCE AND REPAIRS.

     6.1  Landlord's Obligations. Landlord shall maintain and repair at its own
cost and expense throughout the Term of this Lease, the Structural parts of the
Building, provided, however, in the event of damage to said Structural Parts
which results from an actual or attempted entrance to, or exit from the Lease
Premises for any unlawful purpose by tenant, tenant shall bear the entire cost
of such maintenance and repair.  Landlord shall further provide or cause to be
provided maintenance of the Common Areas, plumbing, air conditioning systems,
elevators (if any), and fire protection sprinkler systems (if any).

     6.2  Tenants' Obligations.  Tenant shall maintain and repair at its own
cost and expense the Interior of the Leased Premises.  All maintenance and
repairs shall be done with materials and equipment of good quality and shall be
in accordance with the existing federal, state, and local regulations regarding
health and safety, and shall be approved in writing by landlord prior to
installation.  All such repairs and replacements of the Interior of the Leased
Premises made by tenant in and to the Leased Premises pursuant to this Section
shall constitute a part of the fee estate remainder subject to this lease, and
tenants' rights, title and interest therein shall be limited to its right of
possession and use pursuant to the provisions of this Lease and subject to all
of the terms and provisions hereof.  If Tenant shall neglect and/or fail to
observe, keep or perform any of its obligations to maintain and repair and
Leased Premises in the time and manner provided in this Article and if such
neglect and/or failure shall continue for ten (10) days after notice thereof,
landlord shall have the right to perform said maintenance and repairs, landlord
shall furnish Tenant a statement of the actual cost thereof, plus an
administration fee not to exceed fifteen percent (15%) of the actual costs,
which statement shall be immediately payable by Tenant.

7.   TAXES ON TENANT'S PROPERTY. Tenant shall be responsible for and shall pay,
before same becomes delinquent, all federal, state, county, and local taxes
levied or assessed whether they be attributable to the Land, Building, Common
Areas or related facilities, or the operation thereof  and upon any and all
personal property of any kind owned by or placed in, on or about the Leased
Premises by tenant during the term of this Lease, and all taxes and assessments
on trade fixtures, furniture, and all sales, excise and other taxes on Tenant's
business shall be paid entirely by Tenant. If any such taxes for which Tenant is
liable are levied or assessed against Landlord or Landlord's property, or if the
assessed value of Landlord's property is increased by inclusion of personal
property, furniture or fixtures placed by Tenant in the Leased Premises, Tenant
shall pay to Landlord upon demand that part of such taxes for which Tenant is

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primarily liable hereunder.

8.   INSURANCE.

     8.1  Hold Harmless. Tenant covenants and agrees to indemnify and save
Landlord harmless from and against any and all costs, liability or expense
arising out of any claims of any person or persons on account of any occurrence
in, upon or at the Leased Premises, or resulting from the occupancy or use
thereof by Tenant, or by any person or persons holding or using the Leased
Premises thereunder, occasioned in whole or in part by reason of the improper
and/or lack of control and supervision throughout the Common Areas of property
owned or controlled by Tenant, or by reason of the use or misuse of the parking
area or any other Common Areas by Tenant or by any person or persons holding or
using the Leased Premises, or any part thereof, under Tenant, including without
limitation, Tenant's clients, invites, agents, contractors, employees, servants,
subtenants, assignees or licensees, and without limiting the generality of the
foregoing, Tenant further covenants and agrees to indemnify and save Landlord
harmless from and against any penalty, damage or charge incurred or imposed by
reason of any violation of law or ordinance by Tenant or any person or persons
holding under Tenant or using the Leased Premises or the Building or Common
Areas, and from any cost, damage or expense arising out of the death of or
injury to any person or persons holding under Tenant or using the Lease Premises
or the Building or Common Areas and from any cost, damage or expense arising out
of the death of or injury to any person or persons holding under tenant or using
the Leased Premises, or any part thereof, or any part of the Building or Common
Areas. In case any action or claim to which Landlord is entitled to
indemnification shall be brought or asserted in any way against Landlord or
Tenant, Tenant shall immediately notify Landlord of the same and shall furnish
Landlord with all relative information. Landlord shall be entitled, at Tenant's
expense, to participate in, and to the extent that it wishes, to assume the
defense thereof.

     8.2  Tenant's Liability Insurance. Tenant agrees to maintain in force
during the Term of this Lease a policy or policies of comprehensive public
liability insurance, including property damage, written by one or more
responsible insurance companies approved by Landlord and licensed to do business
in Texas, which insurance companies shall be rated not less than A+8 by Best
Guide Rating, insuring Tenant and naming as additional named insureds, Landlord,
Landlord's property management company as agent, and such other persons, firms,
or corporations as are designated by Landlord, against loss of life, bodily
injury and property damages in which the limit of public liability shall be not
less than ONE MILLION AND NO/100 DOLLARS ($ 1,000,000.00) single limit bodily
injury and in which the limit of property damage liability shall be not less
than FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00). Each such policy
shall be non-cancellable for any cause without first giving Landlord ten (10)
days prior written notice. Subject to all of the foregoing, the insurance
coverage required to be furnished by Tenant pursuant to this Section may be in
the form of a blanket policy covering all of Tenant's operations.

     8.3  Tenant's Fire Insurance. Tenant agrees to maintain in force during
the Term of this Lease a policy or policies of fire and extended coverage
insurance in the case of fire sprinkler leakage, malicious mischief, vandalism
and other extended coverage perils, for the full insurable replacement value of
all additions and of all office furniture, office equipment, merchandise, and
other items of Tenants' property within or on the Leased Premises.

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     8.4   Tenant's Workers Compensation.  Tenant agrees to maintain in force
during the Term of this Lease workers compensation and employers liability
insurance with a waiver or subrogation endorsement, in a form and amount
satisfactory to Landlord.

     8.5   Evidence of Insurance.  A copy of each such policy or a certificate
of such insurance required to be maintained by Tenant shall be delivered to
Landlord upon the Commencement Date of this Lease and annually thereafter upon
the first day of each Lease Year throughout the Term of this Lease.  If Tenant
fails to procure said insurance or deliver to Landlord, such evidence thereof,
Landlord may procure same and Tenant shall reimburse Landlord for the cost
thereof immediately upon demand.

     8.6   Landlord's Liability Insurance. Landlord agrees to maintain in force
during the Term of this Lease a policy or policies of comprehensive public
liability insurance, including property damage, written by one or more
responsible insurance companies licensed to do business in Texas and insuring
Landlord against loss of life, bodily injury and/or property damage with respect
to the Common Areas and the operation of the Building, the policy limits of
which to be in amount satisfactory to Landlord. In addition, Landlord may
maintain in force such umbrella policy or policies of public liability insurance
as Landlord, in its sole discretion, may deem appropriate. Landlord's failure to
procure any such insurance shall not invalidate this Lease or lessen Tenant's
liability hereunder.

     8.7   Landlord's Fire Insurance. Landlord agrees to procure and keep in
effect during the original and any extended Term of this Lease a policy or
policies of fire and extended coverage insurance covering the Building,
including rent abatement, vandalism and malicious mischief coverage, written by
an insurance company authorized to do business within the State of Texas, and in
an amount deemed satisfactory to Landlord. Such insurance shall provide
protection against losses so insured against for the sole and exclusive benefit
of Landlord. The full amount of any proceeds payable thereunder shall be payable
to Landlord, and Tenant shall not be entitled to, and shall have no interest in,
such proceeds or any part thereof. Tenant is advised to procure such insurance
as Tenant deems appropriate to protect its interest.

     8.8   Waiver of Subrogation. To the extent permitted by the laws and
insurance regulations of the State of Texas, the respective parties hereto
hereby waive and release any and all claims, demands and causes of action which
each might have against the other party, either for damage to or loss of any
part of the Leased Premises or of any adjoining premises belonging to Landlord,
arising from perils ordinarily insured against under a standard fire and
extended coverage insurance policy issued in the State of Texas, regardless of
whether such damage or loss is occasioned by the negligence of the respective
parties, or either of them, their agents, servants or employees.

9.   UTILITIES AND SERVICES. Provided Tenant is not in default of any term,
condition or covenant of this Lease, Landlord agrees to furnish or cause to be
furnished to the Leased Premises gas, water (for drinking, cleaning and lavatory
purposes only), and electricity during the term of this Lease. Landlord shall
furnish tempered and refrigerated water at those points of supply designated by
Landlord in the Common Areas, heated and refrigerated air conditioning in season
(at temperatures, in amounts and at times considered by Landlord to be standard
or in compliance with any governmental regulations; such service after hours, on
Saturday afternoons, Sundays and holidays will be furnished only upon the prior
written request of Tenant who shall bear the entire cost thereof). Landlord
shall furnish janitorial service, in the manner and to the extent deemed
standard by Landlord during the periods and hours as such services are normally
furnished to all

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tenants. The work of the Building janitor shall not be hindered by Tenant.
Landlord shall furnish routine maintenance, painting and lighting service for
all Common Areas in the manner and to the extent deemed by Landlord to be
standard. Tenant will pay all telephone charges. Landlord shall not be liable in
damages or otherwise for failure, stoppage or interruption of any such service
nor shall the same be construed as an eviction of Tenant, work an abatement of
Rent, or relieve Tenant from the operation of any covenant or agreement set
forth herein; but in the event of any failure, stoppage or interruption thereof
not caused by Tenant or Tenant's agents, employees, contractors, clients or
invites, Landlord shall use reasonable diligence to resume service promptly.
Notwithstanding anything hereinabove to the contrary, Landlord reserves the
right from time to time to make reasonable modifications to the above standards
for services and utilities.

10.  EXPANSION. Landlord and Tenant covenant and agree as follows:

          (1)  Landlord reserves the right to make changes in and to alter the
Building, automobile parking areas, and other Common Areas, and this right shall
include the right to elevate or multipledeck or to provide underground parking
facilities. This may mean all or a portion of Tenants view may be blocked, and
if such occurs, Tenant consents to same without any right to compensation. In no
event shall Landlord be required to maintain any specific parking-to-building
ratio for any automobile parking areas.

          (2)  With respect to any premises adjoining or adjacent to the
Building which Landlord may now own or henceforth acquire, by deed, easement
contract, license or otherwise Landlord expressly reserves unto itself, its
successors and assigns, the right (but Landlord, its successors and assigns
shall have no obligation) to develop, dedicate, finance, improve, lease, manage,
operate and/or convey the adjoining or adjacent premises, or any part thereof,
for whatever use or purpose Landlord or Landlord's successors or assigns shall
deem appropriate, including, without limitation, the use thereof for expansion
of the Building; and this Lease shall not be construed to limit Landlord's
rights, or to restrict the use of said adjoining or adjacent premises or any
part thereof. The foregoing provisions of this paragraph shall not be construed
to give Tenant any rights in common areas within any of the adjoining or
adjacent premises, including without limitation, any rights in the parking areas
that might be provided in adjoining or adjacent premises.

          (3)  No such permitted change, alteration, addition to or
consolidation of the Building, including without limitation, the performance of
all construction and/or excavation required thereof, shall invalidate this Lease
or affect Tenants' obligation under any provision hereof and tenant agrees to
ratify and approve the modified Building Plan, if any, in writing. Tenant
expressly waives all claims for inconvenience, interruption and/or loss of
Tenants' business or other damage due to such permitted change, alteration,
addition or consolidation, unless caused by gross negligence by the Landlord.

11.  PROPERTY OBLIGATIONS

     11.1   Tenant's Property. Landlord shall not be liable for any damage to or
loss of personal property placed in or about the Leased Premises by Tenant or
Tenant's agents, employees, clients, guests, invites or others, resulting from
fire, theft, explosion, flood, windstorm or other casualty caused by Acts of God
or by the acts or omissions of other occupants of other space in the Building or
caused by operations during construction of any public or quasi public work. All
property kept or stored within the Leased Premises shall be kept or stored at
the risk of Tenant only, and Tenant shall hold Landlord harmless from any claims
arising out of damage to the same, including subrogation claims by Tenant's
insurer, if any, unless such damage shall be caused by the gross negligence of
Landlord.

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     11.2   Tenant Fixtures, Alterations and Personal Property. Tenant shall not
make or allow to be made any alterations or physical additions in or to the
Lease Premises without the prior written consent of Landlord. Upon Tenant's
receipt of Landlord's written approval and upon Tenant's payment to Landlord of
the fee prescribed by Landlord (which fee shall be in consideration for the work
of Landlord and its employees and representatives and the reviewing of the plans
and specifications), Tenant may proceed to the construction of the approved
alterations, but only so long as they are in strict compliance with the plans
and specifications and with the provisions of this Section. All alterations
shall be made at Tenant's expense, either by Tenant's contractors which have
been approved in writing by Landlord, or at Landlord's option, by Landlord's
contractors on terms reasonably satisfactory to Tenant, including a fee of ten
percent (10%) of Landlord's actual cost of the work to cover Landlord's
overhead. None of Tenant's construction, alterations or improvements shall (i)
alter the exterior appearance of the Building in any manner, (ii) adversely
affect the structure or safety of the Building or any portion thereof, (iii)
fail to comply with all building, safety, fire and other codes and governmental
and insurance requirements, or (iv) fail to be completely promptly and in a good
and workmanlike manner. All trade fixtures be installed by Tenant shall be new
or completely reconditioned. At Landlord's option any such approved additions,
alterations, improvements and/or fixtures furnished or installed by Tenant which
are sufficiently affixed or annexed to the Leased Premises so as to become a
part thereof, other than unaffixed movable trade fixtures, shall upon the
expiration or earlier termination of this Lease, become the property of
Landlord; or in the alternative, Landlord may require Tenant to remove said
additions, alterations, improvements and/or fixtures, as well as all unaffixed
movable trade fixtures and operating equipment of Tenant, upon the expiration or
earlier termination of this Lease, and thereafter Tenant will restore the Leased
Premises to the condition they were in upon delivery of possession thereto under
this Lease, reasonable wear and tear only expected. Any damage to the Leased
Premises caused by such installation and/or removal of Tenant's fixtures and
equipment shall be repaired at Tenant's sole cost and expense. The provisions of
this Section shall expressly survive the expiration or earlier termination of
this Lease.

     11.3   Liens. Tenant shall neither permit nor suffer an involuntary lien to
be filed or affixed against the Building, the Leased Premises, the fee simple
title of the Land or any leasehold estate therein or any part thereof, and shall
not voluntarily grant any lien or security interest therein. In the event any
such involuntary or voluntary lien, including without limitation, mechanic's
lien and tax lien, is filed and/or affixed against the Building, the Leased
Premises the fee simple title of the Land or any leasehold estate therein, or
any part thereof, or against any fixtures, equipment, furnishings therein or all
types of work and improvements comprising the Interior of the Leased Premises
(which when completed shall constitute a part of the fee estate remainder
subject to the terms and provisions of this Lease) and Tenant has not caused the
same to be released and discharged of record within ten (10) days after notice
thereof, same shall constitute a default hereunder. Upon such default, in
addition to any other remedies available to Landlord herein, Landlord may
release and discharge of such lien, Tenant shall repay to Landlord immediately
upon demand as Additional Rent hereunder all such sums disbursed or deposited by
Landlord. Nothing contained herein, however, shall imply any consent or
agreement on the part of Landlord or anyone holding under Landlord to subject
Landlord's interest to liability under any mechanic's or other lien law,
regardless of whether the performance or the furnishing of such work, labor,
services or materials to Tenant or anyone holding under Tenant shall have been
consented to by Landlord.

                                      10
<PAGE>

12.  SUBORDINATION/ATTORNMENT.

     12.1   Subordination. Tenant covenants and agrees promptly upon request of
Landlord to execute and deliver, in a recordable form provided by Landlord, an
acknowledgment of the subordination of this Lease to any mortgage, deed of
trust, security agreement or other lien or encumbrance resulting from any method
of financing or refinancing, presently or henceforth placed upon the Land and/or
the Building and any future expansion thereof or additions thereto, and to all
advances of money or other value heretofore or hereafter made upon the security
thereof.

     12.2   Collateral Assignment by Landlord. Subject to the foregoing
provisions of this Article, Landlord reserves the right, without notice to or
consent of Tenant, to assign this Lease and/or any and all Rent hereunder as
security for the payment of any mortgage loan, deed of trust loan, or other
method of financing or refinancing.

     12.3   Attornment.  In the event any such mortgage is foreclosed, or in the
event of the exercise of the power of sale under any such deed of trust, Tenant
shall consider the purchaser and the foreclosure trustee's sale shall to be the
Landlord hereunder, and Tenant will attorn to the purchaser and will recognize
the purchaser as the owner and Landlord under this Lease.

13.  USE AND OPERATION

     13.1   Use of Leased Premises. The Leased Premises shall be used and
occupied by Tenant solely for the Permitted Use and Tenant expressly agrees that
no use shall be made or permitted or acts done by Tenant and/or any agents,
employees, subtenants, or assignees of Tenant, which shall increase the existing
rate of insurance coverage or cause cancellation of such insurance coverage.
Tenant shall not (i) permit any objectionable or unpleasant odors to emanate
from the Leased Premises; nor place or permit any radio, television, loudspeaker
or amplifier on the roof or outside of the Leased Premises or where the same can
be seen or heard from outside the Leased Premises; (ii) place any antenna,
awning or other projection on the exterior of the Leased Premises; (iii) take
any other action which would constitute a nuisance or would disturb or endanger
other tenants of the Building or unreasonably interfere with their use of their
respective premises; or (iv) do anything which would tend to injure the
reputation of the Building.

     13.2   Name of Business. Tenant promises and agrees to conduct the business
above described in and upon the Leased Premises under Tenant's professional
name, and Tenant shall not change such name without the prior written consent of
Landlord, which consent shall not be unreasonably withheld.

     13.3   Suitability of Premises. Tenant warrants to Landlord that it has,
prior to the execution hereof, full inspected the Leased Premises, the building
(including common areas), the property and all items related thereto, and that
it has made, performed, obtained and received all studies, inspections, reports,
diagnoses and tests that Tenant desires relative to the Leased Premises the
building (including common areas), the property and all items related thereto
and Tenant's proposed business use of the Leased Premises. Tenant understands
and agrees that it is accepting the Leased Premises the building (including
common areas), the property and all items related thereto in its present "AS-
IS", "WHERE-IS" condition, "WITH ALL FAULTS" and without any warranty or
guarantee whatsoever. Tenant warrants that it used all due diligence in
conducting all studies inspections, diagnoses and tests on the Leased Premises
the building (including common areas), the property and all items related
thereto that Tenant deemed necessary or appropriate. Tenant acknowledges that
Landlord has not made and does not make, and Landlord hereby disclaims, any and
all warranties, express or implied, which in any way relate to the

                                      11
<PAGE>

Leased Premises the building (including common areas), the property and all
items related thereto or the condition thereof, including without limitation any
implied warranty of suitability or habitability. Tenant further understands that
Landlord has relied upon Tenant's having made all inspections Tenant desired
prior to leasing the Leased Premises from Landlord, and that but for such
inspections by Tenant, Landlord would not have leased the Leased Premises to
Tenant. Additionally, the parties agree that the obligation of Tenant to pay all
rental and other sums hereunder provided to be paid by Tenant, and the
obligation of Landlord to perform Landlord's other covenants and duties
hereunder constitutes independent, separate and unconditional obligations to be
performed at all times provided for hereunder, save and except only when an
abatement thereof or reduction therein is expressly provided for herein and not
otherwise. It is agreed that in the event Landlord commences any proceedings
against Tenant for nonpayment of rental or any other sum due and payable by
Tenant hereunder, Tenant shall not interpose any counterclaim or other claim
against Landlord of whatever nature or description in any such proceedings; and
in the event Tenant interposes any such counterclaim or other claim against
Landlord in any such proceeding, Landlord and Tenant stipulate and agree that,
in addition to any other lawful remedy of Landlord, upon motion of Landlord,
such counterclaim or other claim asserted by Tenant shall be severed out of the
proceedings instituted by Landlord and Landlord may proceed to final judgment
separately and apart from and without consolidation with or reference to the
status of such counterclaim or any other claim asserted by Tenant.

     13.4   Operation of Business. Tenant shall operate all of the Leased
Premises during the entire Lease Term using sound business practices, due
diligence and efficiency.  Tenant shall provide, install and at all times
maintain in the Leased Premises all suitable furniture, fixtures, equipment and
other personal property and such personnel as may be necessary for the conduct
of Tenant's business therein in a businesslike manner.

14.  SIGNS/ADVERTISING.

     14.1   Signs. No signs of any kind or nature, symbol or identifying marks
shall be put on the Building, the Land, the Common Areas, or within the Premises
so as to be visible from the Common Areas or exterior of the Building, without
prior written approval of Landlord. All signs or lettering shall conform in all
respects to the sign and/or lettering criteria established by Landlord. Landlord
agrees to provide Tenants name on the directory board.

     14.2   Advertising of Tenant. No advertising medium originating from within
the Leased Premises shall be utilized by Tenant which can be heard or
experienced outside the Leased Premises, including, without limiting the
generality of the foregoing, flashing lights, searchlights, loudspeakers,
phonographs, radios and television. Tenant shall not display, paint, place or
cause to be placed, any handbills, bumper stickers or other advertising devices
on any vehicle parked in the parking area of the Building, whether belonging to
Tenant, Tenant's agent, or to any other person.  Tenant shall not distribute, or
cause to be distributed, any handbills or other advertising devices within the
Building or Common Areas.

15.  ASSIGNING, MORTGAGING, SUBLETTING.

     15.1   Prohibitions.  Tenant shall not transfer, assign, sublet, enter into
any license or concession agreements, change ownership or hypothecate this Lease
or the Tenants' interest into the Leased Premises nor permit the occupancy or
use of any part thereof, without first procuring the written consent of the
Landlord.  Any assignment, mortgage, pledge, hypothecation, encumbrance,
subletting or license of this Lease, the leasehold estate hereby created, or the
Leased Premises or any portion thereof, either voluntary or involuntary, whether
by operation of the law

                                      12
<PAGE>

or otherwise, without the prior written consent of the Landlord first had and
obtained therefor, shall be null and void, at the option of the Landlord, and
Landlord may declare a default and exercise all remedies available to Landlord
under this Lease or at law.

     15.2   Refusal of Consent. Without in any way limiting Landlord's right to
refuse to give such consent for any other reason or reasons, Landlord reserves
the right to refuse to give such consent unless Tenant remains fully liable
during the unexpired Term of this Lease and Landlord further reserves the right
to refuse to give such consent if, in Landlord's sole discretion and opinion,
the quality of Landlord's operation is or may be in any way adversely affected
during the term of the proposed new tenant is less than that of the Tenant as of
the date hereof.

     15.3   Conditions to Consent. Landlord may condition its consent to any
assignment or subletting (i) upon Tenant's agreement to termination of this
Lease and simultaneous creation of a new lease between Landlord and the proposed
successor, and upon Tenant's giving its unconditional guaranty of such new lease
in form and substance satisfactory to counsel for Landlord, or (ii) upon
Tenant's agreement simultaneously with the execution of any sublease or
assignment approved by Landlord, to name Landlord its agent for purposes of
collection of rental from the sublessee approved by Landlord under any such
sublease or assignment (in order to enable Landlord to maintain its collection
and other relationships).

     15.4   Reimbursement of Fees. Tenant agrees to reimburse Landlord for
Landlord's reasonable attorney's fees incurred in conjunction with the
processing and documentation of any such requested transfer, assignment,
subletting, licensing or concession agreement, change of ownership or
hypothecation of this Lease or Tenant's interest of ownership or hypothecation
of this Lease or Tenant's interest in and to the Leased Premises, as well as in
conjunction with any modification of this Lease.

     15.5   Transactions Consented To. Each transfer, assignment, subletting,
lease concession agreement and hypothecation to which there has been consent
shall be by an instrument in writing in form satisfactory to Landlord and shall
be executed by the transferor assignor, sublessor, licensor, concessionaire,
hypothecator or mortgagor and the transferee, assignee, sublessee, licensee
concessionaire or mortgagee in each instance, as the case may be: and each
transferee, assignee, sublessee, licensee, concessionaire or mortgagee shall
agree in writing for the benefit of the Landlord herein to assume, to be bound
by, and to perform the terms, covenants and conditions of this Lease to be done,
kept and performed by the Tenant. One (or more, if required by Landlord)
executed copy of such written instrument shall be delivered to Landlord. Failure
to first obtain in writing Landlord's consent or failure to comply with the
provisions of this Article shall operate to prevent any such transfer,
assignment, subletting, license, concession agreement or hypothecation from
becoming effective.

     15.6   Excess Rental. If the rental due and payable by any assignee or
subtenant under any such permitted assignment or sublease (or a combination of
the rental payable under such assignment or sublease plus any bonus or other
consideration therefor or any payment incident thereto) for the Leased Premises
(or any portion thereof) exceeds the rent payable under this Lease for the
Leased Premises (or any portion thereof), Tenant shall be bound and obligated to
pay to Landlord all such excess rental and other excess consideration within ten
(10) days following receipt thereof by Tenant from such assignee or subtenant,
as the case may be.

                                      13
<PAGE>

16.  WASTE, NUISANCE, APPLICABLE LAWS.

     16.1   Waste and Nuisance. Tenant shall not commit or suffer to be
committed any waste in or upon the Leased Premises and shall not commit or
suffer to be committed therein any nuisance or other act or thing which may
disturb the quiet enjoyment of any other tenant in the Building, or which may
disturb the quiet enjoyment of any person within the immediate vicinity of the
Building.

     16.2   Tenant's Compliance with Laws. Tenant shall, at Tenant's sole cost
and expense, comply with all the requirements of all federal, state, county,
municipal and other applicable authorities, now in force or which may hereafter
be in force.

     16.3   Landlord's Compliance with Laws. Landlord shall, at Landlord's sole
cost and expense, comply with all the requirements of all federal, state,
county, municipal and other applicable authorities, now in force or which may
hereafter be in force.

17.  DESTRUCTION.

     17.1   Notice of Loss. Tenant shall give immediate notice to Landlord in
the event of fire or other accidents or casualties within the Leased Premises or
in or around the Building, and such other notice as prescribed by the fire and
extended coverage insurance policy required herein to be carried thereon, and
further, Tenant shall give immediate notice to Landlord of any defect in any of
the fixtures or equipment located within the Leased Premises or in or around the
building.

     17.2   Premises Useable.  In the event the Leased Premises shall be damaged
by fire or other casualty, but shall not be rendered wholly or partially
unusable, regardless of the time remaining in the Term of this Lease, Landlord
may elect either (i) to cause such damage to be repaired, and the Fixed Minimum
Rent shall not be reduced or abated unless the repairs are delayed beyond ninety
(90) days after commencement of such repairs, and thereafter, only if Landlord
is not diligently pursuing such repairs, and then only to the extent as may be
equitable based upon the amount of damage, or (ii) to give Tenant written notice
within sixty (60) days following the date of such occurance of its intention to
terminate this Lease.  Should Landlord decide to make repairs, the Landlord
agrees to commence repairs promptly after the damage occurs.

     17.3   Premises Unusable. If the Leased Premises shall be rendered
partially or wholly unusable, Landlord may elect either (a) to cause such damage
to be repaired and the Fixed Minimum Rent shall be reduced in proportion to
Tenant's loss of effective use of the Leased Premises during such repair, or (b)
to give Tenant written notice within sixty (60) days following the date of such
occurrence of its intention to terminate this Lease.

     17.4   Building Damaged. In the event all or part of the Building, other
than the Leased Premises, shall be damaged or destroyed by fire or other
casualty, and regardless of the time remaining in the original and any extended
Term of this Lease, Landlord at its sole discretion may elect either (a) to
cause such damage to be repaired or (b) to terminate this Lease by giving Tenant
written notice within sixty (60) days following the date of such occurrence of
its intention to terminate this Lease. Neither Fixed Minimum Rent nor any other
sums due hereunder shall be abated or reduced.

     17.5   Scope of Repair. In the event Landlord elects or shall be obligated
to repair or restore any damage or destruction as aforesaid, the scope of the
work shall be limited to the shell of the Building and Lease Premises. Landlord
shall not be required to make repairs or replacements of any panels, decoration,
trade fixtures, railings, floor covering, partitions or other

                                      14
<PAGE>

parts of the Interior of the Leased Premises or any other property installed or
placed in the Leased Premises.

Commencement of Repairs. Anything to the contrary herein notwithstanding,
Landlord shall not be required to commence repairs and/or restoration prior to
the expiration of sixty (60) days following the occurrence or the receipt by
Landlord of the insurance proceeds covering said damage, whichever event shall
first occur, provided, however, that if said repairs and/or restoration are not
commenced at the end of such sixty (60) day period, unless commencement is
prevented by an act beyond Landlord's control, Tenant may give Landlord thirty
(30) days prior written notice of intent to terminate. If Landlord shall within
said thirty (30) day period commence such repairs and/or restoration, the notice
of intent to terminate shall cease to be operative and shall become without
force and effect.


18.  CONDEMNATION.

     18.1   Total Taking. If all of the Leased Premises should be taken for any
public or quasi public use under any governmental law, ordinance or regulation
or by right of eminent domain or by private purchase in lieu thereof, then this
Lease shall terminate and the Rent shall be abated during the unexpired portion
of the Term, effective on the date physical possession is taken by the
condemning authority.

     18.2   Partial Taking. If any part (but not all) of the Building, Common
Areas or the Leased Premises should be so taken, Landlord may terminate this
Lease if Landlord, in its sole discretion, so elects. Any election to terminate
this Lease in accordance with this provision shall be evidenced by written
notice of termination to Tenant within thirty (30) days after the date physical
possession is taken by the condemning authority. If this Lease is not so
terminated, the Fixed Minimum Rent payable hereunder during the unexpired
portion of the term shall be reduced in proportion to the area of the Leased
Premises taken, effective on the date physical possession is taken by the
condemning authority.

     18.3   Award. All compensation awarded for any taking (or the proceeds of
private sale in lieu thereof) of the Building, the Leased Premises or the Common
Areas shall be the property of Landlord and Tenant hereby assigns its interests
in any such award to Landlord

19.  QUIET ENJOYMENT. So long as Tenant shall pay all Rent and other payments
due hereunder and shall observe and perform all of the covenants on Tenant's
part to be observed and performed hereunder, and Tenant is not in default
hereunder, Tenant shall peaceably and quietly hold and enjoy the Leased Premises
(including easement rights) for the entire Term hereof without interruption by
Landlord or person or persons lawfully or equitably claiming by, through or
under Landlord, subject, nevertheless, to all of the terms and provisions of
this Lease and to the reservations, encumbrances and limitations affecting the
title to the premises upon which the Building is situated.


20.  DEFAULT AND REMEDIES.

     20.1   Default. The following events shall be deemed to be the events of
default by Tenant under this Lease:

                                      15
<PAGE>

            (1)  Tenant shall fail to pay any installment of the Fixed Minimum
Rent or any Additional Rent hereunder within five (5) working days of due date.

            (2)  Tenant shall fail to comply with any term, provision or
covenant of this lease, other than the payment of any sums due Landlord,
including but not limited to, the Fixed Minimum Rent or any Additional Rent,
shall not cure such failure within thirty (30) days after written notice thereof
of Tenant (or such shorter notice period as may be provided elsewhere in this
Lease for specific events of default).

            (3)  Tenant or any guarantor of Tenants' obligations hereunder shall
become insolvent in any chapter of the United States Bankruptcy Code, or shall
make a transfer in fraud of creditors, or shall make an assignment for the
benefit of creditors.

            (4)  Tenant or any guarantor shall file a petition under any section
or chapter of the United States Bankruptcy Code, or under any similar law or
statute of the United States or any state thereof; or Tenant shall be adjudged
bankrupt or insolvent as defined in any chapter of the United States Bankruptcy
Code in proceedings filed against Tenant or any guarantor of Tenant's
obligations under this Lease.

            (5)  A receiver or trustee shall be appointed for the Leased
Premises or for all or substantially all of the assets of Tenant or any
guarantor and such receiver or trustee shall not be discharged within thirty
(30) days following such appointment.

            (6)  Tenant shall desert or vacate or shall commence to desert or
vacate the Leased Premises or any substantial portion of the Leased Premises, or
shall discontinue operations therein, or shall remove or attempt to remove,
without the prior written consent of the Landlord, all or a substantial portion
of Tenant's equipment, fixtures, furniture or other personal property.

            (7) If Tenant or any guarantor, or any general partner of Tenant or
any guarantor, is an entity of any type, the sale, transfer, change or
hypothecation of fifty percent (50%) or greater of the ownership interest of
Tenant or any guarantor or any general partner.

            (8)  The discovery by Landlord that any financial statement given by
Tenant or any of its assignees, subtenants or successors-in-interest, or any
guarantor of Tenant's obligations hereunder to Landlord, was materially false.

     20.2   Remedies.

            (1) Upon the occurrence of any event of default hereunder, and
notwithstanding the fact that the termination or cancellation of this Lease by
Landlord may substantially interfere with the ability of Tenant to conduct a
non-liquidation proceeding under any chapter of the United States Bankruptcy
Code, Landlord shall have the option to pursue any one or more of the following
remedies without any notice or demand whatsoever.

                 (i) Terminate this Lease, in which event Tenant shall
immediately surrender the Leased Premises to Landlord, and if Tenant fails to do
so, Landlord may, without prejudice to any other remedy which he may have for
possession or arrearages in Rent, enter upon and take possession of the Leased
Premises and expel or remove Tenant and any other person who may be occupying
said Leased Premises or any part thereof, without being liable for prosecution
or any claim for damages therefor; and/or

                 (ii) Enter upon and take possession of the Leased Premises and
expel or remove Tenant and any other person who may be occupying said Premises
or any part thereof, without being liable for prosecution or any claim for
damages therefor, and if Landlord so elects,

                                      16
<PAGE>

relet the Leased Premises on such terms as Landlord may deem advisable and
receive rental therefor.

          (2)  Pursuit of any of the foregoing remedies shall not preclude
pursuit of any other remedies herein provided or provided by law, nor shall
pursuit of any other such remedy constitute a forfeiture or waiver of any Rent
or other sums due to Landlord hereunder or of any damages accruing to the
Landlord by reason of the violation of any of the terms, provisions and
covenants herein contained. Forbearance by Landlord to enforce one or more of
the remedies herein provided upon an event of default shall not be deemed or
construed to constitute a waiver of such default. In determining the amount of
loss or damage which Landlord may suffer by reason of termination of this Lease
or the deficiency arising by reason of any reletting by Landlord as above
provided, allowance shall be made for the expense of repossession and any
repairs or remodeling undertaken by Landlord following repossession.

          (3) Exercise by Landlord of any one or more remedies hereunder granted
or otherwise available shall not be deemed to be an acceptance of surrender of
the Premises by Tenant, whether by agreement or by operation of law it being
understood that such surrender can be effected only by the written agreement of
Landlord and Tenant. No removal or other exercise of dominion by Landlord over
the property of Tenant or others at the Leased Premises shall be deemed
unauthorized or constitute a conversion. Tenant hereby consenting, after any
event of default, to the aforesaid exercise of dominion over Tenant's property
within the Building. All claims for damages by reason of such reentry and/or
repossession and/or alteration of locks or other security devices are hereby
waived, as are all claims for damages by reason of any distress warrant,
forcible detainer proceedings, sequestration proceedings or other legal process.
Tenant agrees that any reentry by Landlord may be pursuant to judgment obtained
in forcible detainer proceedings or other legal proceedings, as Landlord may
elect and Landlord shall not be liable in trespass or otherwise,(after deducting
expenses incurred by Landlord as provided herein). In no event shall Tenant be
entitled to any excess of any rental obtained by reletting over and above the
Rent herein reserved. Actions to collect amounts due by Tenant as provided in
this Paragraph may be brought from time to time, on one or more occasions,
without the necessity of Landlord's waiting until expiration of the Lease Term.

          (4) In the event Landlord elects to terminate this Lease by reason of
event or default, then notwithstanding such termination, Tenant shall be liable
for and shall pay to Landlord, at Pasadena, Texas, the sum of all Rent,
Additional Rent and other indebtedness accrued to the date of such termination,
plus, as damages, an amount equal to the present value of the Rent and any and
all other sums reserved hereunder for the remaining unexpired portion of the
Lease Term (had the Lease not been so terminated by Landlord)I, less the then
present value of the then fair rental value of the Leased Premises.


          (5)  In the event Landlord elects to repossess the Leased Premises
without terminating the Lease, then Tenant shall be liable for and shall pay to
Landlord at Pasadena, Texas, all Rent and other indebtedness accrued to date of
such repossession, plus all Rent and any ant all other sums required to be paid
by Tenant to Landlord during the remainder of the Lease Term until the date of
expiration of the Term, diminished by any net sums thereafter received by
Landlord through reletting the Premises during Period (after deducting expenses
incurred by Landlord as provided herein). In no event shall Tenant be entitled
to any excess of any rental obtained by reletting over and above the Rent herein
reserved. Actions to collect amounts due by

                                      17
<PAGE>

Tenant as provided in the Paragraph may be brought from time to time, on one or
more occasions, without necessity of Landlord's waiting until expiration of the
Lease Term.

               (6) In the event of termination or repossession of the Leased
Premises for an event of default, Landlord shall have an obligation to attempt
to relet the Leased Premises, or any portion thereof. However, in the event of
reletting Landlord may relet the whole or any portion of the Leased Premises for
any period, to any tenant, and for any use and purpose. Should Landlord choose
to relet the Leased Premises, or any portion thereof, for the remainder of the
Term provided for herein, and if the rental received through reletting does not
at least equal the Rent provided for herein, Tenant shall pay and satisfy the
deficiency between the amount of the Rent so provided for and that received
through reletting, including, but not limited to, the cost of renovating,
altering, and decorating for a new occupant. Further, Tenant shall not in any
event ever be entitled to any excess rental and other sums provided for herein,
and the same shall belong solely to Landlord. Nothing herein shall be construed
as in any way denying Landlord the right, in the event of abandonment of said
Premises or other breach of this Lease by Tenant, to treat the same as an entire
breach and at Landlord's option to terminate this Lease and/or immediately seek
recovery for the entire breach of this Lease and any and all damages which
Landlord suffers thereby.

               (7) If Tenant should fail to make any payment or cure any default
hereunder within the time herein permitted, Landlord, without being under any
obligation to do so and without thereby waiving such default, may make such
payment and/or remedy such other default for the account of Tenant (and enter
the Leased Premises for such purpose), and thereupon Tenant shall be obligated
and hereby agrees, to pay Landlord, upon demand, all costs, expenses and
disbursements (including reasonable attorneys' fees) incurred by Landlord in
taking such remedial action.

               (8) In the event of the breach or the attempted or threatened
breach of any covenant or provision contained in this Lease by Tenant, Landlord
shall have, in addition to all other remedies provided it hereunder or by law or
equity, the right to obtain an injunction prohibiting such breach or attempted
breach without the necessity for proof of inadequacy of legal remedy,
irreparable harm or probable right of recovery.

               (9) In the event of any default by Landlord. Tenant's exclusive
remedy shall be an action for damages (Tenant hereby waiving the benefit of any
laws granting it a lien upon the property of Landlord and/or upon rental due
Landlord), but prior to any such action Tenant will give Landlord written notice
specifying such default with particularity, and Landlord shall thereupon have
thirty (30) days in which to cure any such default. Unless and until Landlord
fails to so cure any default after such notice, Tenant shall not have any remedy
or cause of action by reason thereof. All obligations of Landlord hereunder will
be construed as covenants, not conditions; and all such obligations will be
binding upon Landlord only during the period of its possession of the Building
and not thereafter.

     20.3 Waiver of Notices. Notwithstanding anything to the contrary contained
herein, if Tenant has received two (2) notices of default hereunder during the
Term hereof, then all future notices of default which would otherwise be
required hereunder are expressly waived by Tenant, and it is agreed that
Landlord may immediately exercise any of its remedies hereunder without any
notice whatsoever to Tenant.

     20.4 Quarterly Payments. Notwithstanding anything to the contrary contained
herein, if Tenant has committed two or more events of default hereunder in any
one Lease Year, and

                                      18
<PAGE>

Landlord has elected to allow Tenant to subsequently cure its default and remain
in possession hereunder, Landlord shall nonetheless have the option to require
Tenant to pay all Fixed Minimum Rent in quarter-annual installment, in advance
of each such quarterly period, such quarterly periods to be designated by
Landlord. Such option shall be in addition to and cumulative of any and all
other rights and remedies of Landlord hereunder.

     20.5 Expenses/Attorneys' Fees. In the case of an event of default
hereunder, Tenant shall also be liable for and shall pay to Landlord, at
Pasadena, Texas, in addition to any sum provided to be paid above: broker's fees
incurred by Landlord in connection with reletting the whole or any part of the
Premises; the costs of removing and storing Tenant's or other occupant's
property; the costs of repairing, altering, remodeling or otherwise putting the
Premises into condition acceptable to a new tenant or tenants, and all
reasonable expenses incurred by Landlord in enforcing Landlord's rights or
remedies, including reasonable attorneys' fees and court costs until the
expiration of the original or any extended Term of this Lease Tenant shall
permit the Landlord to exhibit the Leased Premises to prospective tenants and to
place notices upon the Leased Premises advertising "For Lease". Landlord may at
any time, exhibit the Leased Premises to prospective purchasers. and place
notices, upon the Building or the Leased Premises advertising "For Sale."

     20.6  Limitation on Landlord's Personal Liability.  Tenant specifically
agrees to look solely to Landlord's interest in the Building for the recovery
for any judgement from Landlord, it being agreed that Landlord, its agents,
employees, shareholders, officers, directors, and limited partners, shall never
be personally liable hereunder for anything whatsoever.

21.  ACCESS.  Landlord or its agents shall have the right to enter the Leased
Premises at all reasonable times, and whenever necessary because of emergencies,
to inspect the same, and to make such repairs, replacements, alterations,
improvements or additions as Landlord may deem necessary or desirable, including
alterations, repairs, improvements or additions to the space adjacent  to Leased
Premises and/or to the Building, without the same constituting an eviction of
Tenant in whole or in part, and the Rent reserved shall in no way abate while
said repairs, replacements, alterations, improvements or additions are being
made, by reason of loss or interruption of Tenant's business or otherwise.
During the ninety (90) days prior to the expiration of the original or any
extended Term of this Lease Tenant shall permit the Landlord to exhibit the
Leased Premises to prospective tenants and to place notices upon the Leased
Premises advertising "For Lease".  Landlord may, at any time, exhibit the Leased
Premises to prospective purchasers, and place notices, upon the Building or the
Leased Premises advertising "For Sale."


22. SURRENDER AND REMOVAL OF PROPERTY.

     22.1 Surrender of Premises. Promptly upon the expiration or earlier
termination of the Term of this Lease, Tenant shall surrender the Leased
Premises in the same condition as they were in upon delivery of possession
thereto under this Lease, reasonable wear and tear and damage by unavoidable
casualty or Act of God only excepted. Further, Tenant shall surrender all keys
to the Leased Premises at the place then fixed for the payments of Fixed Minimum
Rent due hereunder. All items of work and improvements comprising the Interior
of the Leased Premises, shall constitute a part of the fee estate remainder
subject to this Lease, notwithstanding that Tenant may construct or cause to be
constructed all or any part of said improvements or may contribute to the cost
thereof, and notwithstanding that Tenant may or might be required to maintain,
repair and/or replace same or some part thereof pursuant to some other
provisions in this Lease. Subject to the provisions of this Section, Tenant
shall remove all of Tenant's trade fixtures, operation equipment

                                      19
<PAGE>

and other personal property before surrendering the Leased Premises as aforesaid
and shall repair at Tenant's expense any damage to the Leased Premises caused
thereby.

Failure to Remove Property. If Tenant shall neglect to remove Tenant's
personally as herein provided, Landlord shall have the right (i) to remove said
property and cause it to be stored in a public warehouse or elsewhere, at the
cost of and for the account of Tenant, or (ii) in the alternative, if said
property shall not be removed within thirty (30) days after said termination, to
dispose of said property in a manner deemed suitable to Landlord, all without
service of notice or resort to legal process and without becoming liable for any
loss damage which may be occasioned thereby, and any proceeds of such
disposition shall be retained by Landlord without liability to Tenant, Tenant
hereby waiving any interest in such proceeds.

     22.3 Survival of Covenants. Tenant's obligations to observe or perform the
covenants contained in this Article shall expressly survive the expiration or
earlier termination of the original or any extended Term of this Lease.

23. HOLDING OVER. Any holding over without the consent of Landlord after the
expiration or earlier termination of the Term of this Lease shall be construed
to be and shall constitute a tenancy at the will of Landlord, and Tenant agrees
to pay as rents and liquidated damages for such holding over a sum equivalent to
the Rent herein specified and reserved plus One Hundred Percent (100%) of the
Fixed Minimum Rent (prorated on a monthly basis) and shall otherwise be on the
same terms and conditions herein, as far as applicable.

24. CERTIFICATES/MEMORANDUM.

     24.1 Certifications. Tenant agrees at any time and from time to time during
the Term of this Lease, upon demand, to execute and acknowledge and deliver unto
Landlord a statement or statements, in writing, certifying (if such be true)
that this Lease is unmodified and in good standing (or if modified, then in good
standing as modified, stating the modification), and the date or dates, if any,
to which Fixed Minimum Rent, Additional Rent or other charges hereunder, if any,
have been paid in advance, it being the intention of the parties hereto that any
such statement delivered by Tenant pursuant to the provisions of this Section
may be relied upon by any prospective purchaser, mortgagee or assignee of any
mortgagee of the Leased Premises, the Building or any part thereof.

     24.2 Memorandum of Lease. Promptly after the Commencement Date, Landlord
and Tenant, if requested by Landlord, shall execute and acknowledge and deliver
a memorandum or short form of this Lease, in recordable form, acknowledging
Tenant's acceptance of the Leased Premises for all purposes herein provided and
specifying the Commencement Date and the termination date of this Lease in
accordance with the provisions hereof, and said memorandum may be recorded by
Landlord only, in the Office of the County Clerk of Harris County, Texas, but
this Lease Agreement itself shall not be recorded. In the event Tenant records a
memorandum of this Lease, or this Lease, Landlord may terminate this Lease upon
five (5) days written notice provisions of Section 1.1 hereof.

     25.  NOTICES.  All notices required or permitted to be given hereunder by
either party hereto to the other party shall be deemed sufficiently given or
made three (3) business days after the date when mailed by United States
Registered or Certified Mail, adequate postage paid, to their respective
addresses as specified in Section 1.1 hereof.  Each party hereto may notify the
other party of any change in its mailing address by notice in the manner herein
above provided, which new address shall thereafter be deemed the proper address
for notice hereunder.

                                      20
<PAGE>

     26.  TENANT'S PAYMENTS

     26.1  Payments.  Tender of Rent and/or any other payment due hereunder
shall be considered to have been made on the date such payments received by
Landlord and not on the date mailed by Tenant.  For purposes hereof, the office
of Landlord is the office presently or henceforth designated pursuant to the
provisions of Section 1.1 hereof.  Checks or drafts tendered will constitute
payment only when duly paid by the drawers bank promptly upon presentment,
properly endorsed, for payment.

     26.2 Interest. All sums due and owing by Tenant to Landlord under this
Lease shall bear interest at the maximum rate permitted by the laws of the State
of Texas from the date due until paid.

27. LANDLORD'S LIEN. To secure the payment of all Fixed Minimum Rent, and
Additional Rent reserved herein, and all other payments due Landlord hereunder,
or to become due hereunder and the faithful performance of all covenants,
agreements and stipulations herein contained to be performed by Tenant, Tenant
hereby grants to Landlord an express first and prior contract lien and security
interest on all property (including fixtures, equipment, inventory, goods,
wares, furniture, office equipment, supplies and merchandise) which may be
placed in the Leased Premises, and also upon all proceeds of any insurance which
may accrue to Tenant by reason of destruction of or damage to any such property.
All exemption laws are hereby waived by Tenant in favor of said lien and
security interest. This lien and security interest is given in addition to the
Landlord's statutory lien and shall be cumulative thereof. Tenant shall not
remove any property from the Leased Premises until all of Tenant's obligations
under this Lease are satisfied. This lien may be foreclosed with or without
court proceedings by public or private sale, provided Landlord gives Tenant at
least ten (10) days notice of the time, place and terms of said sale, and
Landlord shall have the right to become the purchaser of such property, upon
being the highest bidder therefor at said sale. The notice referred to in the
preceding sentence may (but needs not) be given by Landlord to Tenant
contemporaneously with any other notice from Landlord to Tenant which may be
given in accordance herewith. At the time of the execution of this Lease, and if
requested thereafter by Landlord, Tenant shall execute and deliver to Landlord
financing statement instruments in form deemed sufficient by Landlord to reflect
the security interest herein granted and any proper amendment of, assignment of,
modification in or extension of the aforesaid contract lien and security
interest hereby granted. Tenant hereby grants to Landlord a power of attorney to
sign, in place and stead of Tenant, any and all such instruments. Said power of
attorney is irrevocable and coupled with an interest. Landlord shall, in
addition to all of its rights hereunder, have all of the rights and remedies of
a secured party under the Texas Business and Commerce Code.

28. RULES AND REGULATIONS. Such reasonable rules and regulations applying to all
tenants in the Building as may be adopted by Landlord for the safety, care,
cleanliness, preservation of good order or operation of the Leased Premises, the
Building, the Property and the Common Areas, are hereby made a part hereof and
Tenant agrees to comply with all such rules and regulations, immediately upon
receipt of a copy of same. Landlord shall have the right at all times to change
any of the rules and regulations or to amend them in any manner deemed
reasonable by Landlord. All changes and amendments will be sent by Landlord to
Tenant in writing and shall be thereafter carried out and observed by Tenant.

                                      21
<PAGE>

29. RELOCATION. In the event Landlord determines to utilize the Leased Premises
for other purposes during the term of this Lease, Tenant agrees to relocate to
other space in the Building designated by Landlord, provided such other space is
of equal or larger size than the Leased Premises. Landlord shall pay all out-of-
pocket expenses of any such relocation, including the expenses of moving and
reconstruction of Tenant improvements, whether furnished by Landlord or Tenant.
In the event of such relocation this Lease shall continue in full force and
effect without any change in the terms or other conditions, but with the new
location substituted for the old location set forth in this Lease. Further it is
contemplated by Landlord that Landlord intends (at its sole option) to build a
parking garage on the Property. In such event, Tenant agrees all or a part of
its parking spaces hereunder may be relocated possibly even to a location within
several blocks of the property. Further Tenant acknowledges constructing such
garage may cause delays in egress/ingress, excessive noise or other
inconveniences, for which Tenant will not receive any compensation, and to which
Tenant consents.

30. BROKERS.  None.

31. MISCELLANEOUS

     31.1 Successors and Assigns. All rights and liabilities herein granted to
or imposed upon the respective parties hereto shall extend to and jointly and
severally bind the several respective heirs, legal representatives, successors
and assigns of the respective parties hereto, an if there shall be more than one
Landlord or Tenant, all shall be bound jointly and severally the terms,
conditions and agreements herein contained.  No rights, however, shall inure to
the benefit of any assignee of Tenant unless the assignment to such assignee has
been approved by Landlord in writing as provided herein.

     31.2  Waivers.  One or more waivers of any breach or violation of any
agreement, covenant or condition herein contained shall not be deemed to be a
waiver of any subsequent violation or breach of the same or any other agreement,
covenant, or condition herein contained, and the consent or approval by either
party of any act by the other, which act requires the approval or consent of the
other party, shall not be deemed to waive or render unnecessary the future
requirements of consent or approval of the same or similar act; and the
subsequent acceptance of Rent or other payment due hereunder shall not be deemed
to be a waiver of any preceding breach by Tenant, other than failure of Tenant
to pay the particular Rent so accepted, regardless of Landlord's knowledge of
such preceding breach at the time of the acceptance of said Rent.  No express
covenant, term or condition of this Lease shall be deemed to have been waived by
either party, unless such waiver be in writing.

31.3 Accord and Satisfaction. No payment made by Tenant or received by Landlord
in an amount less than the amount herein stipulated shall be deemed to be other
than on account of the earliest received payment, nor shall any endorsement or
statement on any check or any letter accompanying any check or payment as Rent
be deemed an accord and satisfaction, and Landlord may accept any such check or
payment without prejudice to Landlord's right to recover the balance of such
amount or to pursue any other remedy in this Lease or by law provided Landlord.

     31.4 Entire Agreement. This Lease, together with the exhibit or exhibits
aforesaid and the rider or riders, if any, attached hereto and forming a part
hereof, contains and sets forth the entire agreement and understandings between
the parties hereto concerning the Leased Premises, and there are no covenants,
promises, agreements, conditions or understandings, either oral or written,
between said parties other than as herein expressly set forth. Except as herein
otherwise provided,

                                      22
<PAGE>

no subsequent alteration, amendment, change or addition to this Lease shall be
binding upon either party hereto, unless reduced to writing and signed by both
parties.

     31.5 Partnership. Landlord does not become a partner of Tenant in the
conduct of its business or otherwise, or a joint venturer or a member of a joint
enterprise with Tenant by virtue of this Lease.

     31.6 Force Majeure In the event Landlord shall be delayed, hindered or
prevented from the performance of any act required hereunder by reason of
strikes, fire, explosions, lock-outs, failure of electrical power, governmental
restrictions or regulations, unavailability of suitable financing, materials
and/or labor, riots, insurrection, war or on account of any other condition or
occurrence not the fault of Landlord, then the performance of any such act shall
be extended for a period equivalent to the period of such delay.

     31.7 Captions and Numbers. The captions, section numbers and article
numbers appearing in this Lease are inserted only as a matter of convenience and
in no wise define, limit, construe or describe the scope or intent of such
sections or articles, nor in any wise affect this Lease.

     31.8 Tenant, Defined Use of Pronouns. The word "Tenant" shall be deemed and
taken to mean each and every person or party mentioned as a Tenant herein, be
the same one or more and if there shall be more than one Tenant.  Any notice
required or permitted by the terms of this of Lease may be given by or to any
one thereof and shall have the same force and effect as if given by or to all
thereof. The use of the neuter singular pronoun to refer to Landlord or Tenant
shall be deemed a proper reference even though Landlord or Tenant may be an
individual, a partnership, a corporation, a group of two or more individuals or
corporations. The necessary grammatical changes required to make the provisions
of this Lease apply in the plural sense where there is more than one Landlord or
one Tenant, and to either corporations, associations, partnerships or
individuals, males or females, shall in all instances be assumed as though in
each case fully expressed.

     31.9 Severability. If any provisions covenant or condition of this Lease or
the application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, there reminder of this Lease, or the application of
such provision, covenant or condition to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby and each provision, covenant or condition of this Lease shall be valid
and shall be enforced to the fullest extent permitted by Law.

     31.10 Survival. Landlord and Tenant expressly agree that all provisions of
this Lease which contemplate performance after the expiration or earlier
termination hereof shall survive such expiration or earlier termination of this
Lease.

     31.11 Authority. Tenant is fully authorized and empowered to enter into
this Lease. Further, if Tenant is not an individual, then the person signing
this Lease on Behalf of Tenant warrants and covenant that (s)he has the full
authority and power to execute this Lease on behalf of Tenant and to bind Tenant
hereto, and that all requisite actions and formalities have been taken to
authorize Tenant to enter into this Lease and to authorize the person signing on
Tenant's behalf to do so.

     31.12  Governing law.  This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.  Venue for any legal actions
hereunder shall be in the District Courts of Harris County, Texas.

                                      23
<PAGE>

     31.13  Other documents.  The parties agree to execute all other documents
or instruments necessary to effect the transfers of property set forth herein
and otherwise to implement the provisions of this Agreement.

     SPECIAL PROVISIONS:  Landlord agrees that tenant shall have the following
months rent abated:  February, and March of 1999.

     EXECUTED as of the date first set forth above in multiple counterparts each
of which shall be deemed to be an original.

Landlord:                                Tenant:

Dynacq International, Inc.               Vista Community Medical Center


By:_______________________               By:___________________________
Name:  Phillip Chan                      Name:  Phillip Chan
Title:  Vice President,                  Title:  President
        Dynacq International, Inc.                  Doctors Practice Management

STATE OF TEXAS    (S)
                  (S)
COUNTY OF HARRIS  (S)

     On this _____ day of ____________, 1998, before me personally appeared
PHILLIP CHAN, VICE PRESIDENT, DYNACQ INTERNATIONAL, INC., known to me to be the
person whose name is subscribed to the foregoing instrument and acknowledged
that he executed the same for the purpose and consideration therein expressed
and in the capacity therein stated.


     IN WITNESS WHEREOF, I have hereunto set my hand and official seal.



                                   ____________________________
                                   NOTARY PUBLIC in and for the
                                   STATE OF TEXAS

STATE OF TEXAS    (S)
                  (S)
COUNTY OF HARRIS  (S)

     On this _____ day of ____________, 1998, before me personally appeared
PHILLIP CHAN, PRESIDENT, DOCTORS PRACTICE MANAGEMENT.., known to me to be the
person whose name is subscribed to the foregoing instrument and acknowledged
that she executed the same for the purpose and consideration therein expressed
and in the capacity therein stated.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                                    ____________________________
                                    NOTARY PUBLIC in and for the
                                    STATE OF TEXAS

                                      24
<PAGE>

EXHIBIT "C"

RULES AND REGULATIONS

1. All tenants will refer all contractor's representatives and installation
technicians who are to perform any work within the Building, grounds, and
Parking Area to Lessor for Lessor's supervision, approval and control before the
performance of any such work. This provision shall apply to all work performed
in the Building, grounds and Parking Area including, but not limited to,
installations of telephones, telegraph equipment, electrical devices and
attachments, and any and all installations of every nature effecting floors,
walls, woodwork, trim, window, ceilings, equipment and any other physical
portion of the Building, grounds, and Parking Area. Lessee shall not mark,
paint, drill into, or in any way deface any part of the Building or the Leased
Premises without Lessor's written consent. No boring, cutting or stringing of
wires shall be permitted, except with the prior written consent of the Lessor,
and as the Lessor may direct.

2. The work of the janitorial or cleaning personnel shall not be hindered by
Lessee after 5:30 pan. and such work may be done at any time when the Leased
Premises are vacant. The windows. doors and fixtures in the Leased Premises and
Building may be cleaned at any time. Lessee shall provide adequate waste and
rubbish receptacles, cabinets, books cases, map cases, etc., necessary to
prevent unreasonable hardship to Lessor in discharging its cleaning obligations.

3. Movement in or out of the Building or through the Building entrances or
lobbies of furniture or office equipment, or dispatch or receipt by Lessee of
any heavy equipment, bulky material. merchandise or other item which requires
use of elevators or stairways, shall be restricted to such hours as Lessor shall
designate. The method of such movement, routing of such movement, safety
precautions associated with such movement and the prohibition of Lessee bringing
any dangerous items into the Building shall be subject to the Lessor's
discretion and control. Any hand trucks, carryalls, or similar appliances used
for the delivery or receipt of merchandise or equipment shall be equipped with
rubber tires, side guards and such other safeguards as the Lessor shall require.
Although Lessor or its personnel may participate in or assist in the supervision
of such movement, Lessee assumes final responsibility for all risks as to damage
to property and injury to persons that may result from such participation or
assistance and Lessee shall indemnify and hold harmless Lessor and Lessor's
employees and agents, and reimburse Lessor and Lessor's employees and agents
with respect to any and all claims, demands, causes of action and liability
arising as a result of any assistance or supervision or exercise of control over
Lessee's movement of items in and out of the Building.

4. No sign, advertisement or notice shall be displayed, painted or affixed by
Lessee or Lessee's employees, agents or contractors in or on any part of the
outside or inside of the Building or Leased Premises without prior written
consent of Lessor, and then only of such color, size, character, style and
material and in such places as shall be approved and designated by Lessor. Signs
on doors and entrances to the Leased Premises and outside of the Leased Premises
within the Building, grounds or Parking Area shall be placed thereon by a
contractor approved by Lessor.

5. Lessee shall not place, install or operate on the Leased Premises or in any
part of the Building any engine, refrigerating, heating or air conditioning
apparatus, stove or machinery, or conduct mechanical operations or place or use
in or about the Leased Premises or the Building any explosives, gasoline,
kerosene, oil, acids, caustics or any other inflammable, explosive, hazardous or
odorous material without the prior written consent of Lessor. No portion of the
Leased Premises shall at any time be used for cooking, sleeping or lodging
quarters.

                                      25
<PAGE>

6. Lessee shall not make or permit any nuisance or improper noises in the
Building or otherwise interfere in any way with other tenants or persons doing
business in the Building or with Lessor's operation of the Building.

7. Lessor will not be responsible for any fixtures, personal property,
equipment, jewelry or money lost in or stolen from the Leased Premises or public
areas of the Building, grounds or Parking Area. Lessor shall not be responsible
for damages to or theft of motor vehicles or other items from any Parking Areas
used in connection with the Building.

8.   No maintenance or repair work shall be done on any vehicles in the Parking
Area. No disabled vehicles shall be parked or stored in the Parking Area.  All
vehicles in the Parking Area shall be parked within the designated spaces and
not in more than one (1) space or across spaces.  At Lessor's option, all
disabled vehicles, recreational vehicles, boats and vehicles improperly parked
in spaces designated for handicapped persons and all other improperly parked
vehicles may be towed or otherwise removed from the Parking Area at the owner's
expense.  In the event any vehicle or boat is towed, Lessor will not be liable
or responsible for the loss, damage or theft of any property located in the
vehicle or boat or for any damage to the vehicle or boat.

9.   Neither Lessee or Lessee's employees, agents, invitees or licensees shall
at any time leave or discard any rubbish, paper, articles or objects of any kind
whatsoever outside the doors of the Leased Premises or in any other area within
the Building or on the grounds or in the Parking Area.  No birds, animals,
bicycles or vehicles shall be brought into or kept in or about the Building.

10. None of the entries passages, doors, hallways, or stairways in the Building
shall be blocked or obstructed by Lessee Such areas shall not be used by Lessee
at any time except for ingress or egress to the Leased Premises by Lessee's,
Lessee's employees, agents and invitees.

11. Lessor shall have the right to determine and prescribe the weight and proper
position of any usually heavy equipment, including but not limited to copying
equipment, computer equipment, safes and large files that are to be placed in
the Building. Only those items which in the exclusive judgment of the Lessor
will not do damage to the floors, structure and elevators may be moved into the
Building. Any damage resulting from moving or installing such articles in the
Building or the existence of same in the Building shall be paid for by Lessee.

12. All Christmas and other decorations in the Building must be flame retardant.

13. After hours air conditioning and heating on Monday through Saturday and all
day Sunday and holidays determined by Lessor must be requested in writing by
noon of a regular work day prior to the day for which additional air
conditioning is requested. Lessee shall be charged at the prevailing hourly rate
for the use of such air conditioning and heating.

14. Any request by Lessee to place or remove names from the directory board in
the lobby of the Building shall be furnished to Lessor in writing on Lessee's
letterhead.

15. Any services which Lessee requests Lessor to perform which Lessor is not
required to perform under this Lease shall, if performed by Lessor, be billed to
Lessee at Lessor's cost plus a 15% fee to cover Lessor's overhead costs. Lessor
shall have the right to refuse to perform any such services.

16. If Lessor's maintenance engineer or any of Lessor's other personnel do any
work after normal business hours at the request of Lessee, Lessee shall pay for
the cost of such work.

                                      26
<PAGE>

17. All doors leading from public corridors to the Leased Premises are to be
kept closed when not in use.

18. Canvassing, soliciting or peddling in the Building is prohibited and Lessee
shall cooperate with Lessor to prevent such activities.

19. Lessee shall give Lessor immediate notice in the event that any defects or
dangerous conditions arise or exist in the Leased Premises or in the Building or
if any accidents or emergencies occur in the Leased Premises or Building.

20. Lessee shall not use the Leased Premises or permit the Leased Premises to be
used for photographic, multilith or multigraph reproductions for sale to the
general public. All photographic, multilith or multigraph reproductions in the
Leased Premises shall be produced for Lessee in the ordinary course of Lessee's
business.

21. All requests for services made by Lessee shall be made directly to Lessor or
Lessor's designated agents. Employees of Lessor or Lessor's designated agents
shall not perform any work or do anything outside of their regular duties unless
directed to do so by Lessor or Lessor's designated agents. No requests will be
made by Lessee directly to Lessor's employees.

                                      27