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                                                                   EXHIBIT 10.30

                  OFFICE/SURGICAL CARE CENTER LEASE AGREEMENT



THE STATE OF TEXAS

COUNTY OF HARRIS


This Lease, dated September 1, 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 Healthcare, Inc.

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

             (5)  Tenant's Taxpayer Identification Number: 76-0557790

         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: $ 39.00 per net rentable square foot
annually, for the Terms hereof, payable $ 45,000.00 per month, due on the first
day of each month, for the primary term.

             (2) Leased Premises: Those certain premises known as 4301 Vista,
Pasadena, Texas 77504, containing approximately 14,000.00 square feet of net
rentable area, as herein defined. The Leased Premises are substantially
reflected on the attached Floor Plan and being located in the Building.

             (3) Commencement Date: September 1, 1998.

             (4) Term: the period beginning on the commencement date and
continuing for 12 months, and any extensions or renewals thereof agreed to in
writing by Landlord and Tenant.

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

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

             (7) Base Year: The Calendar Year 1997.

             (8) 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 


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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:

                  (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 ingress 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.

             (9) Escalations: The dollar amount by which the Operating Expenses
exceed the actual Building Operating Expenses for the calendar year 1997.

             (10) Pro Rata Share: .95 percent (95%).

             (11) Permitted Use: General Ambulatory Surgical Care, provided
such use is granted only to Tenant, and complies with all laws, ordinances and
statutes.

             (12) Parking Spaces: as needed for the staff and patients of
Tenant.

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


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             (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.

             (15) Building: The building in which the Leased Premises are
situated, being generally known as Vista Healthcare Partners, located at 4301
Vista, Pasadena, Texas 77504.

             (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 $45,000.00 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 Office/Surgical Center Lease Agreement.

             (21) Expiration Date: The last day of the Term hereof, which date
is contemplated as being August 31, 1999.

             (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


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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 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 (l/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.


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         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 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 not 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 restripe 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



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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 to any liability nor shall Tenant be
entitled to any compensation or diminution or abatement or Rent, 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 


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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 upon any and all of Tenants' interest hereunder 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 primarily liable hereunder.

8. TAXES ON REAL PROPERTY. Tenant agrees, as part of the additional rent, to
pay all taxes and assessments and governmental charges whether federal, state,
county or municipal, and whether they be by taxing districts or authorities
presently taxing the Land or by others, subsequently created or otherwise, and
any other taxes and assessments attributable to the Land, Building, Common
Areas or related facilities, or the operation thereof.

9. INSURANCE.

         9.1 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 


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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.

         9.2 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 noncancellable 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.

         9.3 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.

         9.4 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, inform and amount
satisfactory to Landlord.

         9.5 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.

         9.6 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.


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         9.7 Landlord's Fire Insurance. NONE. Tenant 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.

         9.8 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.

10. UTILITIES AND SERVICES. Provided Tenant is not in default of any term,
condition or covenant of this Lease, Tenant 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. Tenant
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). Tenant 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 tenants. Tenant shall not hinder
the work of the Building Maintenance personnel. 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.

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


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             (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 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.

12. PROPERTY OBLIGATIONS

         12.1 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.

         12.2 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 


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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.

         12.3 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.

13. SUBORDINATION/ATTORNMENT.

         13.1 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 


<PAGE>   12


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.

         13.2 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.

         13.3 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.

14. USE AND OPERATION

         14.1 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.

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

         14.3 Suitability of Premises. Tenant warrants to Landlord that it has,
prior to the execution hereof, fully 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 


<PAGE>   13


does not make, and Landlord hereby disclaims, any and all warranties, express
or implied, which in any way relate to the 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.

         14.4 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.

15. SIGNS/ADVERTISING.

         15.1 Signs. No signs of any kind or nature, symbol or identifying mark
shall be put on the Building, the Land, the Common Areas, nor 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.

         15.2 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.

16. ASSIGNING, MORTGAGING, SUBLETTING.


<PAGE>   14


         16.1 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 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.

         16.2 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.

         16.3 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).

         16.4 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.

         16.5 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.


<PAGE>   15


         16.6 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.

17. WASTE, NUISANCE, APPLICABLE LAWS.

         17.1 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.

         17.2 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.

         17.3 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.

18. DESTRUCTION.

         18.1 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.

         18.2 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
occurrence of its intention to terminate this Lease. Should Landlord decide to
make repairs, the Landlord agrees to commence repairs promptly after the damage
occurs.

         18.3 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.


<PAGE>   16


         18.4 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.

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

         18.6 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.

19. CONDEMNATION.

         19.1 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.

         19.2 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.

         19.3 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

20. 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 


<PAGE>   17


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.

21. DEFAULT AND REMEDIES.

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

             (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
when due.

             (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 interest, or any
guarantor of Tenant's obligations hereunder to Landlord, was materially false.

         21.2 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:


<PAGE>   18


                  (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, 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
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 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.


<PAGE>   19


             (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 Houston, Texas, the sum of all Rent,
Addition 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 Houston, 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 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, and to collect after
reletting; and 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.


<PAGE>   20


             (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.

         21.3 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.

         21.4 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 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.

         21.5 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 attorney fees and court costs.

         21.6 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 partners, shall never be
personally liable hereunder for anything whatsoever.

22. 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 




<PAGE>   21


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."

23. SURRENDER AND REMOVAL OF PROPERTY.

         23.1 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 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.

         23.2 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.

         23.3 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.

24. 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.

25. CERTIFICATES/MEMORANDUM.

         25.1 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


<PAGE>   22


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.

         25.2 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 it self 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. Checks or drafts tendered will constitute payment only when duly
paid by the drawers bank promptly upon presentment, properly endorsed, for
payment.

26. 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.

27. TENANT'S PAYMENTS

         27.1 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.

         27.2 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.

28. 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 


<PAGE>   23


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.

29. 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.
All changes and amendments will be sent by Landlord to Tenant in writing and
shall be thereafter carried out and observed by Tenant. (See Exhibit "B"
attached for current rules and regulations).

30. 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
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.

31. BROKERS. None.

32. MISCELLANEOUS

         32.1 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.


<PAGE>   24


         32.2 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, covenantor 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.

         32.3 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.

         32.4 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, 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.

         32.5 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.

         32.6 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 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.

         32.7 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.

         32.8 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 


<PAGE>   25


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.

         32.9 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 remainder 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.

         32.10 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.

         32.11 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.

         32.12 Usage and Environmental. Tenant acknowledges and agrees that
Landlord acquired title to the Leased Premises on or about September 1, 1998
(the "Acquisition Date"). Prior to such Acquisition Date, Landlord did not own
or control the Leased Premises or the Building; and had no involvement, control
or supervision of the construction of same or the maintenance, repair, or
remodeling same. Landlord represents that it has not received any actual notice
of, an based on Landlords actual knowledge, Landlord is not aware of the
existence of any condition which would indicate that the Building and Leased
Premises (exclusive of fixtures installed by Tenant) conform to all applicable
building codes. Landlord is not aware of the existence of any condition which
would indicate that materials used in construction of the Building or Leased
Premises (exclusive of trade fixtures installed by Tenant) contain friable
asbestos or poly chlorinated biphenyl. In either event, Tenant consents to the
condition of the property and hereby releases Landlord from any damages from
such condition (s). Landlord represents and warrants that from and after the
Acquisition Date, none of the materials used in any and all improvements,
construction. repairs or maintenance to the Building and Leased Premises
(exclusive of fixtures installed by Tenant) contain friable asbestos or poly
chlorinated biphenyl.


<PAGE>   26


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

Landlord:

Dynacq International, Inc.




By: /s/ Philip Chan
-----------------------------------

Name:  Philip Chan
Title: Vice President



Tenants:

Vista Healthcare, Inc.



By: Glenn Rodriguez
-----------------------------------

Name:  Glenn Rodriguez
Title: President


<PAGE>   27


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 p.m., 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 


<PAGE>   28


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.

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. 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.

14. 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.


<PAGE>   29


15. 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.

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

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

18. 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.

19. 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.

20. 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 or Lessor's employees.