Exhibit 10.2









                                 LEASE AGREEMENT


                                 BY AND BETWEEN


                               REC PARTNERS, L.P.


                                       AND


                               THOMAS GROUP, INC.















Control Date:  01/28/00

REC III Master Lease

MDR/03199-238/BMM/LSE001.001e
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                                TABLE OF CONTENTS

ARTICLE I
         Definitions..........................................................1

ARTICLE II
         Premises.............................................................2

ARTICLE III
         Term.................................................................2

ARTICLE IV
         Base Rent............................................................3

ARTICLE V
         Increases in Real Estate Taxes and Operating- Costs..................4

ARTICLE VI
         Use of Premises......................................................6

ARTICLE VII
         Assignment and Subletting............................................7

ARTICLE VIII
         Maintenance and Repairs..............................................8

ARTICLE IX
         Alterations..........................................................9

ARTICLE X
         Signs................................................................10

ARTICLE XI
         Security Deposit.....................................................10

ARTICLE XII
         Holding Over.........................................................10

ARTICLE XIII
         Insurance............................................................11

ARTICLE XIV
         Services and Utilities...............................................12

ARTICLE XV
         Liability of Landlord................................................12

ARTICLE XVI
         Rules................................................................14

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ARTICLE XVII
         Damage or Destruction................................................14

ARTICLE XVIII
         Condemnation.........................................................14

ARTICLE XIX
         Default..............................................................15

ARTICLE XX
         Bankruptcy...........................................................17

ARTICLE XXI
         Subordination........................................................18

ARTICLE XXII
         Covenants of Landlord................................................19

ARTICLE XXIII
         General Provisions...................................................19

ARTICLE XXIV
         Right of First Offer.................................................22







EXHIBIT A -- Plan Showing Premises
EXHIBIT B -- Work Agreement
EXHIBIT C -- Form of Certificate Affirming Lease Commencement Date
EXHIBIT D -- Rules

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                                 LEASE AGREEMENT

     THIS LEASE AGREEMENT (this "Lease") is dated as of 15th of February,  2000,
by and between REC Partners, L.P., a Delaware limited partnership  ("Landlord"),
and Thomas Group, Inc., a Delaware corporation ("Tenant").

                                   ARTICLE I

                                   Definitions

     1.1 Building: A six (6) story office building containing  approximately One
Hundred  Thirty-Seven  Thousand  Nine Hundred  Twenty  (137,920)  square feet of
rentable area,  known as Reston  Executive  Center,  Building III and located on
approximately  4.16031  acres  of land  at  12120  Sunset  Hills  Road,  Reston,
Virginia.

     1.2 Premises:  Approximately twelve thousand  twenty-seven  (12,027) square
feet of rentable area located on the fourth (4th) floor of the Building commonly
known as 12120  Sunset Hills Road,  Reston,  Virginia and outlined on Exhibit A,
attached hereto and incorporated herein by reference.

     1.3 Lease Term: Eighty-four (84) months.

     1.4 Anticipated Occupancy Date: April 1, 2000.

     1.5 Base Rent:  Three hundred sixty  thousand  eight hundred ten and 00/100
dollars  ($360,810.00) for the first Lease Year (which amount is based on thirty
and 00/100 dollars ($30.00) per square foot of rentable area).

     1.6 Base Rent Annual Escalation Percentage: Three percent (3%).

     1.7 Operating Charges Base Year: Calendar year 2000.

     1.8  Security  Deposit:  Thirty  thousand  sixty-seven  dollars  and 50/100
Dollars ($30,067.50).

     1.9 Broker(s); Centennial Management Corporation and The Staubach Company.

     1.10 Tenant Address for Notices: 5221 North O=Connor Boulevard,  Suite 500,
Irving,  Texas  75039-3753,  until Tenant has  commenced  beneficial  use of the
Premises, and 12120 Sunset Hills Road, Reston, Virginia 20190-3231, after Tenant
has commenced beneficial use of the Premises.

     1.11  Complex:  That  complex  (of which the  Building  is a part) known as
Reston  Executive  Center  and  located on  approximately  13.8 acres of land at
Sunset Hills Road, Reston, Virginia.


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                                   ARTICLE II

                                    Premises

     2.1 Tenant leases the Premises from Landlord upon the terms stated  herein.
Tenant will have the  non-exclusive  right to use the common and public areas of
and the surface parking spaces appurtenant to the Building.

                                  ARTICLE III

                                      Term

     3.1 The Lease Term shall commence art the Lease Commencement Date specified
in Section 3.2. If the Lease  Commencement Date is not the first day of a month,
then the  Lease  Term  shall be the  period  set forth in  Section  1.3 plus the
partial month in which the Lease  Commencement Date occurs. The Lease Term shall
also include any renewal or extension of the term of this Lease.

     3.2 The Lease  Commencement  Date shall be the  earlier of the date (a) the
work and  materials  to be  provided  pursuant  to  Exhibit B are  substantially
completed, or (b) Tenant commences beneficial use of the Premises.  Tenant shall
be deemed to have commenced beneficial use of the Premises when Tenant begins to
move  furniture,  furnishings,  inventory,  equipment or trade fixtures into the
Premises.  Promptly after the Lease  Commencement Date is ascertained,  Landlord
and Tenant shall execute a certificate (in the form of Exhibit C) confirming the
Lease Commencement Date.

     3.3 It is  presently  anticipated  that the  Premises  will be delivered to
Tenant on or about the Anticipated  Occupancy Date. If Landlord does not deliver
possession  of the  Premises  by such  date,  then  Landlord  shall not have any
liability  whatsoever and this Lease shall not be rendered voidable,  on account
thereof.

     3.4  Lease  Year  shall  mean a period of twelve  (12)  consecutive  months
commencing on the Lease  Commencement Date and each successive twelve (12) month
period thereafter; provided. however, that if the Lease Commencement Date is not
the first day of a month, then the second Lease Year shall commence on the first
day of the month in which the first  anniversary of the Lease  Commencement Date
occurs.

     3.5 Landlord  hereby  grants to Tenant the right,  exercisable  at Tenant's
option,  to renew the tent of this  Lease for one (1)  additional  five (5) year
term ("Renewal Term") pursuant the following terms and conditions, if exercised,
and if the conditions  applicable thereto have been satisfied,  the Renewal Term
shall commence immediately  following the end of the initial Lease Tent provided
in the Lease. The right of renewal herein granted to Tenant shall be subject to,
and shall be exercised in accordance with, the following terms and conditions:

          (a) Tenant  shall  exercise  its right of  renewal by giving  Landlord
     written  notice of such  election  not earlier  than twelve (12) months nor
     later than nine (9) months  prior to the  expiration  of the initial  Lease
     Term.  The  parties  shall have thirty  (30) days after  Landlord's  timely
     receipt  of such  notice  in which to  agree on the base  rent,  escalation
     factor and additional  rent which shall be payable during the Renewal Term.
     Among the factors to be considered by the parties during such  negotiations
     shall be the general office rental market in Fairfax County,  Virginia, the

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     rental  rates then being  charged by landlords  to  comparable  tenants for
     comparable  space in the  Building,  and the rents  being  charged  similar
     tenants  for  similar   office   space  in   multi-tenanted,   multi-story,
     first-class office buildings. In no event, however, shall Landlord be under
     any  obligation  to agree to a base rent,  escalation  factor or additional
     rent for the  Renewal  Term  which is less than the Base  Rent,  escalation
     factor or additional  rent in effect under this Lease during the Lease Year
     immediately  preceding the commencement of the Renewal Term. If during such
     thirty  (30) day period  the  parties  agree on such base rent,  escalation
     factor and  additional  rent payable  during each year of the Renewal Term,
     then they shall  promptly  execute an amendment  to this Lease  stating the
     rent so agreed upon.  If during such thirty (30) day period the parties are
     unable, for any reason whatsoever,  to agree on such base rent,  escalation
     factor and additional rent payable then the option to renew shall lapse.

          (b) If Tenant's  renewal  notice is not given  timely,  then  Tenant's
     right of renewal shall lapse and be of no further force or effect.

          (c) If Tenant is in default  under this Lease on the date Tenant sends
     a  renewal  notice  or any  time  thereafter  until  a  Renewal  Term is to
     commence,  and such default is not cured within the applicable cure period,
     then at Landlord's  election,  such Renewal Term shall not commence and the
     Term of this  Lease  shall  expire  at the end of the  Lease  Term  then in
     effect.

          (d) Tenant's right of renewal under this Section may be exercised only
     by Tenant and may not be  exercised by any other  transferee,  sublesses or
     assignee or Tenant.

          (e) If at any time fifty  percent  (50%) or more of the square feet of
     rentable area of the Premises has been terminated  pursuant to Section 7.4,
     subleased  or assigned to any entity  other than an entity that is owned by
     or affiliated  with Tenant,  then Tenant's  rights pursuant to this Section
     snail lapse and be of no further force or effect.

                                   ARTICLE IV

                                    Base Rent

     4.1 Tenant shall pay the Base Rent in equal monthly installments in advance
on the  first day of each  month  during a Lease  Year.  On the first day of the
second  and each  subsequent  Lease  Year,  the  Base  Rent in  effect  shall be
increased  by the  product of (a) the Base Rent  Annual  Escalation  Percentage,
multiplied by (b) the Base Rent in effect.  Concurrently with Tenant's execution
of this Lease,  Tenant shall pay an amount equal to one (1) monthly  installment
of the Base Rent  payable  during the first Lease Year,  which  amount  shall be
credited  toward the monthly  installment of the Base Rent payable for the first
full calendar month of the Lease Term. If the Lease Commencement Date is not the
first day of a month, then the Base Rent from the Lease  Commencement Date until
the first day of the  following  month  shall be prorated on a per diem basis at
the rate of one-thirtieth  (1/30th) of the monthly  installment of the Base Rent
payable  during  the first  Lease  Year,  and  Tenant  shall  pay such  prorated
installment on the Lease Commencement Date.

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     4.2 All sums payable by Tenant shall be paid to Landlord in legal tender of
the United  States,  at the address to which notices to Landlord are to be given
or to such other  party or such other  address as  Landlord  may  designate  i-n
writing.  Landlord's  acceptance  of rent  after it shall  have  become  due and
payable  shall not excuse a delay upon  subsequent  occasions  or  constitute  a
waiver of rights.

                                   ARTICLE V

               Increases in Real Estate Taxes and Operating- Costs

     5.1 Tenant  shall pay Tenant's  proportionate  share of the amount by which
Operating  Charges (as defined in Section 5.2) during each calendar year falling
entirely or partly  within the Lease Tern  exceed a base amount (the  "Operating
Charges Base Amount") equal to the Operating  Charges  actually  incurred during
the Operating Charges Base Year (as defined in Section 1.7 above).  For purposes
of this Section,  Tenant's proportionate share shall be that percentage which is
equal to a  fraction,  the  numerator  of which is the number of square  feet of
rentable area an the  Premises,  and the  denominator  of which is the number of
square feet of rentable area in the Building excluding the number of square feet
of rentable area of basement storage space.

     5.2  Operating  Charges  shall  mean the  following  expenses  incurred  by
Landlord in the ownership and operation of the Building: (a) electricity, water,
sewer and other utility charges;  (b) insurance  premiums;  (c) management fees;
(d) costs of service  and  maintenance  contracts;  (e)  maintenance  and repair
exercises  which are  deducted by Landlord in computing  its federal  income tax
liability; (f) depreciation for capital expenditures made by Landlord' to reduce
operating expenses if Landlord reasonably estimates that the annual reduction in
operating  expenses  shall exceed such  depreciation;  (g) Real Estate Taxes (as
defined in Section 5.3); (h) charges for janitorial  services;  (i)  assessments
imposed by any association now or hereafter established to maintain common areas
and facilities of the Complex,  (j) any business,  professional and occupational
License tax payable by Landlord  with respect to the  Building;  (k)  reasonable
reserves for  replacements,  repairs and  contingencies;  (l) Building  engineer
salary and employment expenses; and (m) any other expense reasonably incurred by
Landlord in maintaining,  repairing or operating the Building. Operating Charges
shall not include:  (1) principal or interest payments on any mortgage,  deed of
trust or ground lease; (2) leasing commissions; (3) depreciation of the Building
or other  improvements  except as  specified  above;  (4) the  costs of  special
services or utilities  separately charged to particular tenants of the Building;

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(5) expenses for painting,  redecorating,  space planning, construction or other
work which Landlord performs for any tenant premises of the Building; (6) escrow
fees,  brokerage fees or commissions,  loan fees, points, title charges or other
payments on or arising  with  regarding  to loans to  Landlord  or  indebtedness
secured by the Building,  or any costs connected with refinancing of such loans;
(7)  advertising  and marketing  costs,  tenant  concessions and any other costs
associated  with  the  leasing  or sale  of the  Building,  Land or any  portion
thereof;  (8) Landlord's  income taxes; (9) Landlord's costs of any service sold
to any tenant or occupant of the Building  for which  Landlord is entitled to be
reimbursed  as an  additional  charge or rental over and above the base rent and
escalations  payable under the lease or occupancy  agreement with that tenant or
other  occupant  (including,  without  limitation,  after-hours  HVAC  costs  or
over-standard   electrical   consumption  costs  incurred  by  other  tenant  or
occupants); (10) the initial cost of construction of the Building; (11) salaries
or  other  compensation  of  any  personnel  whose  salaries  are  covered  by a
management fee (except that the Building  Engineer  salary shall be an Operating
Expense  and shall not be covered by the  management  fee);  (12)  expenses  for
repairs  or  replacements  to  the  extent  such  expenses  are  covered  by and
reimbursed to Landlord by virtue of warranties  from  contractors  or suppliers;
(13) any amounts paid to any person,  firm or  corporation  related or otherwise
affiliated with Landlord or any general partner, officer or director of Landlord
or  any  of  its  general  partners,  to the  extent  same  exceeds  arms-length
competitive prices paid in the Washington, DC metropolitan area for the services
or goods  provided;  (14) costs  relating to maintaining  Landlord's  existence,
either as a corporation,  partnership,  or other entity, such as trustee's fees,
annual  fees,  partnership   organization  or  administration   expenses,   deed
recordation  expenses,  legal and  accounting  fees,  other than with respect to
Building  operations);  (15) costs  incurred due to Landlord's  violation of any
terms and  conditions of this Lease or any other lease relating to the Building;
(16) overhead profit  increments  paid to Landlord's  subsidiaries or affiliates
for  management or other services on or to the Building or for supplies or other
materials to the extent that the cost of the  services,  supplies,  or materials
materially exceeds the cost that would have been paid had the services, supplies
or materials been provided by unaffiliated  parties on a competitive basis; (17)
rental  and  other  expenses  incurred  in  leasing  air  conditioning  systems,
elevators,  or other equipment  ordinarily  considered to be of a capital nature
(excepting equipment used in providing janitorial services,  when such equipment
is not affixed to the Building);  (18) the cost of any item of service or repair
to the extent covered by any warranty,  guaranty or insurance policy  maintained
or held by Landlord;  (19) any Operating Charges which are payable by any tenant
directly to the provider of the service or for which  Landlord is entitled to be
reimbursed  directly by a tenant,  or by insurance  proceeds;  and (20) legal or
accounting fees, costs and disbursements for negotiating leases or enforcing the
lease obligations of other tenants in the Building.

     All  Operating  Charges  shall be "net"  only and shall be  reduced  by the
amount of any insurance or other reimbursement, recoupment, payment, discount or
allowance received by Landlord.

     5.3 Real  Estate  Taxes  shall mean (a) all real  estate  taxes,  including
general and special  assessments,  if any,  which are imposed  upon  Landlord or
assessed against the Building and/or the land upon which the Building is located
(the "Land"), (b) any other present or future taxes or governmental charges that
are imposed upon Landlord or assessed against the Building or the Land which are
in the nature of or in  substitution  for real estate  taxes,  including any tax
levied on or measured by the rents payable by tenants of the  Building,  and (c)
expenses  (including  attorneys'  fees)  incurred  in  reviewing  or  seeking  a
reduction of real estate taxes.

     5.4 If the average occupancy rate for the Building during any calendar year
including  the  Operating  Charges  Base Year is less than  ninety-five  percent
(95%), or if any tenant is separately  paying f or the electricity or janitorial
services  furnished to its premises,  then  Operating  charges for such calendar
year shall be deemed to include all additional expenses, as reasonably estimated
by Landlord,  which would have been  incurred  during such calendar year if such
average  occupancy rate had been ninety-five  percent (95%) and if Landlord paid
for electricity and janitorial services furnished to such premises. For example,
if the average  occupancy rate for the Building during a calendar year is eighty
percent  (80%),  and if the janitorial  contractor  charges are $1.00 per square
foot of  occupied  rentable  area per year,  and if the  Building  contains  one

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hundred  thousand  (100,000)  square  feet of  rentable  area,  then it would be
reasonable  for Landlord to estimate  that if the Building had been  ninety-five
percent (95%) occupied during such year,  then janitorial  charges for such year
would have been ninety-five thousand dollars ($95,000.00)

     5.5 At the  beginning  of the  Lease  Term  and at the  beginning  of  each
calendar  year  thereafter,  Landlord may submit a statement  setting  forth the
amount  by which  Operating  Charges  that  Landlord  reasonably  expects  to be
incurred during each calendar year exceed the Operating  Charges Base Amount and
Tenant's proportionate share of such excess. Tenant shall pay to Landlord on the
first day of each month after receipt of such statement,  until Tenant's receipt
of any  succeeding  statement,  an amount  equal to  one-twelfth  (1/12) of such
share.

     5.6 Within  approximately  one hundred  twenty  (120) days after the end of
each  calendar  year,  Landlord  shall  submit a statement  showing (a) Tenant's
proportionate share of the amount by which Operating Charges incurred during the
preceding  calendar year exceeded the Operating Charges Base Amount, and (b) the
aggregate  amount of  Tenant's  estimated  payments  during  such year.  If such
statement indicates that the aggregate amount of such estimated payments exceeds
Tenant's actual liability, then Tenant shall deduct the net overpayment from its
next estimated  payment(s) pursuant to this Article, If such statement indicates
that Tenant's actual  liability  exceeds the aggregate  amount of such estimated
payments,  then Tenant shall pay the amount of such  excess.  If Tenant does not
notify Landlord in writing of any objection to such statement within thirty (30)
days after receipt, then Tenant shall be deemed to have waived such objection.

     5.7 If the Lease  Term  commences  or expires on a day other than the first
day or the last day of a calendar year,  respectively,  then Tenant's  liability
for  Operating  Charges  incurred  during  such  year  shall be  proportionately
reduced.

                                   ARTICLE VI

                                 Use of Premises

     6.1 Tenant shall use the Premises  solely for general  office  purposes and
for no other use or purpose.  Tenant shall not use the Premises for any unlawful
purpose or in any manner  that in  Landlord's  opinion  will  constitute  waste,
nuisance or  unreasonable  annoyance to Landlord or any tenant of the  Building.
Tenant shall comply with all present and future  laws,  ordinances,  regulations
and orders  concerning the use,  occupancy and condition of the Premises and all
machinery,  equipment  and  furnishings  therein.  If any such  law,  ordinance,
regulation or order  requires an occupancy or use permit for the Premises,  then
Tenant  shall  obtain and keep  current  such  permit at  Tenant's  expense  and
promptly  deliver a copy thereof to Landlord.  Use of the Premises is subject to
all covenants, conditions and restrictions of record.

     6.2 Tenant shall pay before delinquency any business,  rent or other tax or
fee that is now or hereafter  assessed or imposed upon Tenant's use or occupancy
of the  Premises,  the conduct of Tenant's  business in the Premises or Tenant's
equipment,  fixtures,  furnishings,  inventory or personal property. If any such
tax or fee is  enacted  or  altered  so that  such  tax or fee is  imposed  upon
Landlord or so that Landlord is responsible  for collection or payment  thereof,
then Tenant shall pay the amount of such tax or fee.

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<PAGE>

     6.3 Tenant  shall not  generate,  use,  store or  dispose of any  Hazardous
Materials  in  or  about  the  Building.  Hazardous  Materials  shall  mean  (a)
"hazardous wastes," as defined by the Resource  Conservation and Recovery Act of
1976, as amended from time to time,  (b) "hazardous  substances,"  as defined by
the  Comprehensive  Environmental  Response,  Compensation  and Liability Act of
1980, as amended from time to time,  (c) "toxic  substances,"  as defined by the
Toxic  Substances  Control  Act, as amended  from time to time,  (d)  "hazardous
materials," as defined by the Hazardous Materials Transportation Act, as amended
from time to time, (e) oil or other  petroleum  products,  and {f) any substance
whose  presence  could be  detrimental to the Building or hazardous to health or
the environment. Notwithstanding the foregoing, Tenant may store in manufacturer
provided containers for use in the Premises office supplies customarily found in
general offices in such quantities suitable for Tenant's consumption.

                                  ARTICLE VII

                            Assignment and Subletting

     7.1  Tenant  shall  not  assign  this  Lease or any of  Tenant's  rights or
obligations hereunder,  or sublet or permit anyone to occupy the Premises or any
part thereof, without Landlord's prior written consent, which consent may not be
unreasonably withheld, conditioned or delayed. No assignment or transfer of this
Lease may be effected by operation of law or otherwise without  Landlord's prior
written consent.  Any assignment,  subletting or occupancy,  Landlord's  consent
thereto  or  Landlord's  collection  or  acceptance  of rent from any  assignee,
subtenant  or occupant  shall not be  construed as a waiver or release of Tenant
from liability hereunder.  Any assignment,  subletting or occupancy,  Landlord's
consent  thereto  or  Landlord's  collection  or  acceptance  of rent  from  any
assignee,  subtenant or occupant  shall not be construed as relieving  Tenant or
any assignee,  subtenant or occupant from the obligation of obtaining Landlord's
prior written  consent to any  subsequent  assignment,  subletting or occupancy.
Upon an  event of  default,  Tenant  assigns  to  Landlord  any sum due from any
assignee,  subtenant or occupant of Tenant as security for Tenant's  performance
of its  obligations  pursuant to this  Lease,  and Tenant  authorizes  each such
assignee,  subtenant  or occupant  to pay such sum  directly to Landlord if such
assignee, subtenant or occupant receives written notice from Landlord specifying
that such rent shall be paid directly to Landlord. Landlord's collection of such
rent shall not be  construed as an  acceptance  of such  assignee,  subtenant or
occupant as tenant.  All restrictions  and obligations  imposed pursuant to this
Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant
of  Tenant,  and  Tenant  shall  cause  such  persons  to  comply  with all such
restrictions  and  obligations.  Tenant  shall not mortgage  this Lease  without
Landlord's  written  consent,  which  consent  may be  granted  or  withheld  in
Landlord's  sole  and  absolute  discretion.   Tenant  shall  pay  the  expenses
(including  reasonable  attorneys' fees) incurred by Landlord in connection with
Tenant's request for Landlord to give its consent to any assignment, subletting,
occupancy or mortgage.

     7.2 If  Tenant  is a  partnership,  then any  dissolution  of  Tenant  or a
withdrawal or change, whether voluntary,  involuntary or by operation of law, of
partners  owning a  controlling  interest in Tenant  shall be deemed a voluntary
assignment  of this Lease.  If Tenant is a  corporation,  then any  dissolution,
merger, consolidation or other reorganization of Tenant, or any sale or transfer
of a  controlling  interest  of its capital  stock,  shall be deemed a voluntary
assignment of this Lease.

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<PAGE>

     7.3 If Tenant wants to assign,  sublet or otherwise transfer all or part of
the  Premises or this Lease,  then Tenant  shall give  Landlord  written  notice
("Tenant's  Request  Notice")  of the  identity  of  the  proposed  assignee  or
subtenant and its business,  all terms of the proposed assignment or subletting,
and  the  commencement  date  of the  proposed  assignment  or  subletting  (the
"Proposed Sublease  Commencement  Date") and the area proposed to be assigned or
sublet (the "Proposed Sublet Space").  Tenant shall also transmit  therewith the
most recent financial statement or other evidence of financial responsibility of
such  assignee  or  subtenant  and a  certification  executed by Tenant and such
proposed   assignee  or   subtenant   stating   whether  any  premium  or  other
consideration is being paid for the proposed assignment or sublease.

     7.4 Landlord  shall have the right in its sole and absolute  discretion  to
terminate this Lease with respect to the Proposed Sublet Space by sending Tenant
written notice within forty-five (45) days after Landlord's  receipt of Tenant's
Request  Notice.  If the Proposed  Sublet Space does not  constitute  the entire
Premises  and  Landlord  elects to  terminate  this  Lease  with  respect to the
Proposed Sublet Space, then (a) Tenant shall tender the Proposed Sublet Space to
Landlord on the Proposed Sublease  Commencement Date as if the Proposed Sublease
Commencement  Date nad been originally set forth in this Lease as the expiration
date of the Lease Term with respect to the Proposed Sublet Space,  and (b) as to
all portions of the Premises  other than the Proposed  Sublet space,  this Lease
shall remain in full force and effect  except that the  additional  rent payable
pursuant to Article V and the Base Rent shall be reduced proportionately. Tenant
shall pay all expenses of  construction  required to permit the operation of the
Proposed Sublet Space separate from the balance of the Premises. If the Proposed
Sublet Space  constitutes  the entire  Premises and Landlord elects to terminate
this Lease, the (1) Tenant shall tender the Premises to Landlord on the Proposed
Sublease  Commencement  Date,  and (2) the Lease  Term  shall  terminate  on the
Proposed Sublease Commencement Date.

     7.5 If any sublease,  assignment or other transfer (whether by operation of
law or otherwise)  provides that subtenant,  assignee or other  transferee is to
pay any amount in excess of the rent and other  charges  due under  this  Lease,
then,  whether  such  excess be in the form of any  increased  rental,  lump sum
payment,  payment  for  the  sale  or  lease  of  fixtures  or  other  leasehold
improvements or any other form (and if the applicable  space does not constitute
the entire  Premises,  the existence of such excess shall be determined on a pro
rata basis), Tenant shall pay to Landlord one half of any such excess (exclusive
of costs and expenses  actually  incurred by Tenant associated with effectuating
such sublease or  assignment)  upon such terms as shall be specified by Landlord
and in no event  later  than ten  (10)  days  after  Tenant's  receipt  thereof.
Landlord shall have the right to inspect  Tenant's books and records relating to
any sublease,  assignment or other transfer.  Any sublease,  assignment or other
transfer shall be effected on forms supplied or approved by Landlord.

                                  ARTICLE VIII

                             Maintenance and Repairs

     8.1 Tenant  shall keep and  maintain  the  Premises  and all  fixtures  and
equipment located therein in clean, safe and sanitary condition, shall take good
care  thereof  and make all  repairs  thereto,  shall  suffer no waste or injury
thereto, and at the expiration,  or earlier termination of the Lease Term, shall
surrender the Premises in the same order and condition in which they were on the
Lease  Commencement  Date,  ordinary wear and tear and unavoidable damage by the
elements excepted. Except as otherwise provided in Article XVII or as covered by

                                       8
<PAGE>

Landlord's insurance, all injury, breakage and damage to the Premises and to any
other part of the  Building  or the Land  caused by any act or  omission  of any
invitee,  agent,  employee,  subtenant,  assignee,  contractor,  client,  family
member,  licensee,  customer  or guest of Tenant  (collectively  "Invitees")  or
Tenant, shall be repaired by and at Tenant's expense, except that Landlord shall
have the right at Landlord's option to make any such repair and to charge Tenant
for all costs and expenses reasonably  incurred in connection  therewith after a
reasonable  opportunity  to cure (except in case of  emergency).  Landlord shall
provide and install  replacement tubes for building  standard  fluorescent light
fixtures  (subject to reimbursement  pursuant to Article V); all other bulbs and
tubes for the Premises shall be provided and installed at Tenant's expense.

                                   ARTICLE IX

                                   Alterations

     9.1 The original  improvement  of the  Premises  shall be  accomplished  by
Landlord in  accordance  with Exhibit B. Landlord is under no obligation to make
any  alterations,   additions,   improvements  or  other  changes  (collectively
"Alterations")  in or to the  Premises  except  as set  forth  in  Exhibit  B or
otherwise expressly provided in this Lease.

     9.2 Tenant shall not make or permit anyone to make any  Alteration in or to
the Premises or the Building without  Landlord's  prior written  consent,  which
consent may be granted or withheld in  Landlord's  sole and absolute  discretion
with respect to structural Alterations and non-structural  Alterations which are
visible  from the  exterior  of the  Premises,  and which  consent  shall not be
unreasonably  withheld,  conditioned  or  delayed  with  respect  to  all  other
non-structural  Alterations.  Structural  Alterations shall be deemed to include
without  limitation  any Alteration  that will or is likely to  necessitate  any
changes,  replacements  or additions to the  electrical,  mechanical,  plumbing,
heating,  ventilating  or  air  conditioning  systems  of  the  Premises  or the
Building.  Any  Alteration  made  by  Tenant  shall  be  made:  (a)  in a  good,
workmanlike,  first-class and prompt mariner;  (b) using new materials only; (c)
by a contractor  and in  accordance  with plans and  specifications  approved in
writing by Landlord;  (d) in accordance with legal requirements and requirements
of any insurance company insuring the Building; (e) after obtaining any required
consent of the holder of any  Mortgage  (as  defined in Section  21.1);  and (2)
after obtaining a workmen's compensation insurance policy approved in writing by
Landlord. If any lien (or a petition to establish a lien) is filed in connection
with any Alteration,  then such lien (or petition) shall be discharged by Tenant
at Tenant's expense within thirty (30) days thereafter by the payment thereof or
filing of a bond acceptable to Landlord.  Landlord's consent to the making of an
Alteration shall not be deemed to constitute  Landlord's  consent to subject its
interest  in the  Premises  or the  Building  to  liens  which  may be  filed in
connection therewith.

     9.3 If any  Alteration is made without  Landlord's  prior written  consent,
then  Landlord  shall have the right at  Tenant's  expense to remove and correct
such  Alteration  and restore the Premises  and the Building to their  condition
immediately  prior thereto or to require Tenant to do the same. All  Alterations
to the Premises or the Building  made by either party shall  immediately  become
Landlord's  property and shall remain upon and be surrendered  with the Premises
at the expiration or earlier termination of the Lease Term;  provided,  however,
that if Tenant is not in default  under this Lease,  then Tenant  shall have the
right to remove,  prior to the  expiration or earlier  termination  of the Lease
Term, all movable furniture, furnishings and equipment installed in the Premises

                                       9
<PAGE>

solely at Tenant's  expense.  and except that Tenant shall be required to remove
all Alterations to the Premises or the Building which Landlord designates at the
time  such  Alteration  was made in  writing  for  removal.  Movable  furniture,
furnishings  and  equipment  shall be deemed to  exclude  any item  which  would
normally  be  removed  from  the  Premises  with the  assistance  of any tool or
machinery  other  than a dolly.  Landlord  shall  have the  right to  repair  at
Tenant's  expense  all damage to the  Premises  or the  building  caused by such
removal or to require Tenant to do the same. If any such  furniture,  furnishing
or  equipment  is not  removed  by Tenant  prior to the  expiration  or  earlier
termination of the Lease Term,  then the same shall become  Landlord's  property
and shall be surrendered with the Premises as a part thereof; provided, however,
that  Landlord  shall have the right to remove  from the  Premises  at  Tenant's
expense  such  furniture,  furnishing  or  equipment  and any  Alteration  which
Landlord designates in writing for removal.

                                   ARTICLE X

                                      Signs

     10.1 Landlord will list  Tenant's name in the Building  directory,  if any,
and provide building  standard  signage near one suite entry door.  Tenant shall
not paint, affix or otherwise display on any part of the exterior or interior of
the  Building  any other  sign,  advertisement  or notice.  Notwithstanding  the
foregoing,  Tenant shall have the right to have corporate  signage  installed by
Landlord within the main suite entry of the Premises,  at Tenant's sole cost and
expense and subject to Landlord's reasonable approval. If any such item that has
not been  approved by Landlord is so  displayed,  then  Landlord  shall have the
right to remove  such item at  Tenant's  expense or to require  Tenant to do the
same.

                                   ARTICLE XI

                                Security Deposit

     11.1  Concurrently  with  Tenant's  execution  of this Lease,  Tenant shall
deposit with Landlord the Security  Deposit.  Landlord  shall not be required to
pay  interest on the Security  Deposit or to maintain the Security  Deposit in a
separate  account.  Within three (3) days after written notice at Landlord's use
of the Security  Deposit,  Tenant shall  deposit with Landlord cash in an amount
sufficient  to  restore  the  Security  Deposit  to  its  prior  amount,  Within
approximately  ninety (90) days after the later of (a) the expiration or earlier
termination of the Lease Term, or (b) Tenant's  vacating the Premises,  Landlord
shall return the Security Deposit less such portion thereof as Landlord may have
used to satisfy Tenant's obligations. If Landlord transfers the Security Deposit
to a transferee of the Building or Landlord's interest therein, then upon notice
to Tenant of such.  transfer such  transferee (and not Landlord) shall be liable
for its return. The holder of any Mortgage shall not be liable for the return of
the Security Deposit unless such holder actually receives the Security Deposit.

                                  ARTICLE XII

                                  Holding Over

     12.1 Tenant  acknowledges that it is extremely important that Landlord have
substantial advance notice of the date on which Tenant will vacate the Premises,
because  Landlord  will (a) require an extensive  period to locate a replacement
tenant, and (b) plan its entire leasing and renovation program f or the Building
in reliance on its lease  expiration  dates.  Tenant also  acknowledges  that if
Tenant fails to surrender the Premises at the expiration or earlier  termination
of the  Lease  Term,  then it will be  conclusively  presumed  that the value to

                                       10
<PAGE>

Tenant  of  remaining  in  possession,  and the loss that  will be  suffered  by
Landlord as a result thereof,  far exceed the Base Rent and additional rent that
would  have been  payable  had the Lease Term  continued  during  such  holdover
period.  Therefore,  if Tenant does not immediately  surrender the Premises upon
the expiration or earlier  termination of the Lease Term, then the rent shall be
increased to equal the greater of (1) fair market rent far the premises,  or (2)
150% for the first month,  and 200% for each additional  month of the Base Rent,
additional  rent and other  sums that would have been  payable  pursuant  to the
provisions  of this Lease if the Lease Ten had  continued  during such  holdover
period.  Such rent shall be computed on a monthly  basis and shall be payable on
the first day of such holdover  period and the first day of each calendar  month
thereafter  during such  holdover  period until the Premises  have been vacated.
Landlord's  acceptance  of such rent  shall not in any manner  adversely  affect
Landlord's other rights and remedies, including Landlord's right to evict Tenant
and to recover damages.

                                  ARTICLE XIII

                                    Insurance

     13.1 Landlord  shall  maintain  throughout the Lease Term fire and extended
coverage  insurance on the  Building in an amount at least equal to  ninety-five
percent  (95%) of the  replacement  cost thereof.  Landlord  shall also maintain
through  the Lease Term broad form  comprehensive  general  liability  insurance
(written on an  occurrence  basis and  including  an  endorsement  for  personal
injury) in an amount of not less than two million dollars ($2,000,000)  combined
single limit per  occurrence.  All such  insurance  shall contain an endorsement
that such insurance shall remain in full force and effect  notwithstanding  that
the insured may have waived its claim against any person prior to the occurrence
of a loss,  and provide that the insurer  waives all right of recovery by way of
subrogation against Tenant, its partners, agents and employees. Tenant shall not
conduct  any  activity  or place  any item in or about  the  Building  which may
increase the rate of any insurance on the Building.  If any increase in the rate
of such  insurance  is due to any such  activity or item,  then  (whether or not
Landlord has  consented to such activity or item) Tenant shall pay the amount of
such  increase.  The  statement of any  insurance  company or  insurance  rating
organization (or other  organization  exercising similar functions in connection
with the  prevention of fires or the  correction of hazardous  conditions)  that
such an  increase  as due to any  such  activity  or item  shall  be  conclusive
evidence thereof.

     13.2  Tenant  shall  maintain  throughout  the  Lease  Term  with a company
licensed to do business in the  jurisdiction  in which the  Building is located,
(a)  broad  form  comprehensive  general  liability  insurance  (written  on  an
occurrence  basis and including an  endorsement  for personal  injury),  and (b)
all-risk property  insurance for Tenant's  property..  Such liability  insurance
shall be in. minimum  amounts  typically  carried by prudent  tenants engaged in
similar  operations,  but in no event  shall be an amount  less that two million
dollars  ($2,000,000)  combined  single  limit  per  occurrence.  Such  property
insurance  shall be in an amount  not less than that  required  to  replace  all
Alterations  and all other contents of the Premises.  All such  insurance  shall
name Landlord and the holder of any Mortgage as additional  named  insureds (but
only with  respect  to and to the  extent  of the  liabilities  and  indemnities
assumed by Tenant under this Lease),  contain an endorsement that such insurance
shall remain in full force and effect  notwithstanding that the insured may have

                                       11
<PAGE>

waived its claim against any person prior to the  occurrence of a loss,  provide
that the  insurer  waives all right of recovery  by way of  subrogation  against
Landlord,  its partners,  agents and employees  (but only with respect to and to
the extent of the  liabilities  and  indemnities  assumed  by Tenant  under this
Lease), and contain an endorsement prohibiting  cancellation,  failure to renew,
reduction  in. amount of insurance or change of coverage (1) as to the interests
of  Landlord  or the holder of any  Mortgage by reason of any act or omission of
Tenant,  and (2) without the insurer's  giving  Landlord thirty (30) days' prior
written notice of such action.  Landlord reserves the right from time to time to
require  Tenant to obtain  higher  minimum  amounts of  insurance.  Tenant shall
deliver a certificate of such insurance (and upon Landlord's reasonable request,
such  other  insurance  information  reflecting  Tenant's  compliance  with  the
provisions  of this  section) to Landlord  on. or before the Lease  Commencement
Date and at least annually thereafter.

                                  ARTICLE XIV

                             Services and Utilities

     14.1  Landlord  will furnish to the Premises  air-conditioning  and heating
during the seasons they are required in Landlord's reasonable judgment. Landlord
will provide:  janitorial service on Monday through Friday only (excluding legal
public  holidays  celebrated  by the federal  government);  electricity;  water;
elevator  service;  and exterior  window-cleaning  service.  The normal hours of
operation  of the  Building  will be 8:00 a.m.  to 6:00 p.m.  on Monday  through
Friday  (except such  holidays) and 8:00 a.m. to 12:00 p.m. on Saturday  (except
such holidays) and such other hours, if any, as Landlord  determines.  If Tenant
requires  air-conditioning  or heat beyond the normal hours of  operation,  then
Landlord  will  furnish the same,  provided  Tenant  gives  Landlord  sufficient
advance  notice  of such  requirement.  Notice  shall be  provided  by Tenant to
Landlord requesting such additional service not less than twenty-four (24) hours
prior to commencement of this service and Tenant shall pay Landlord Seventy-Five
Dollars  ($75.00) per hour for each first hour and Thirty-Five  Dollars ($35.00)
for each additional hour of such extra service.  The hourly rates are subject to
change at Landlord's election to reflect Landlord's actual costs and expenses to
provide such additional service.  Except as otherwise specified herein, Landlord
shall not be required to furnish  services and utilities during hours other than
the normal hours of operation of the  Building.  Tenant shall have access to the
Premises  twenty-four (24) hours a day every day of the Term. After hours access
to the Building will be controlled by means of an electronic passcard system.

     14.2 Landlord may install checkmeters to electrical circuits to verify that
Tenant's electricity  consumption is not excessive. If such checkmeters indicate
that such  consumption  is  excessive,  then  Landlord  may  install at Tenant's
expense  submeters to ascertain  Tenant's actual  electricity  consumption,  and
thereafter Tenant shall pay f or such consumption at the then-current  price per
kilowatt hour charged Landlord by the utility.

                                   ARTICLE XV

                              Liability of Landlord

     15.1 Landlord,  its employees and agents shall not be liable to Tenant, any
Invitee or any other person or entity for any damage  (including  indirect  and,
consequential  damage),   injury,  loss  or  claim  (including  claims  for  the
interruption  of or loss to  business)  based on or  arising  out of ally  cause
whatsoever  (except as otherwise  provided in this Section),  including  without
limitation the following: repair to any portion of the Premises or the Building;
interruption in the use of the Premises or any equipment  therein;  any accident

                                       12
<PAGE>

or damage resulting from any use or operation (by Landlord,  Tenant or any other
person or entity) of  elevators  or heating,  cooling,  electrical,  sewerage or
plumbing  equipment or apparatus;  termination of this Lease by reason of damage
to the Premises or the Building;  fire, robbery,  theft,  vandalism,  mysterious
disappearance or any other casualty; actions of any other tenant of the Building
or of any other  person or entity;  failure or  inability to furnish any service
specified in this Lease; and leakage in any part of the Premises or the Building
from water,  rain, ice or snow that may leak into, or flow from, any part of the
Premises or the  Building,  or from  drains,  pipes or plumbing  fixtures in the
Premises or the Building.  If any  condition  exists which may be the basis of a
claim of constructive  eviction,  then Tenant shall give Landlord written notice
thereof and a  reasonable  opportunity  to correct  such  condition,  and in the
interim  Tenant  shall not claim that it has been  constructively  evicted or is
entitled to a rent  abatement.  Any property  placed by Tenant or Invitees in or
about the  Premises  or the  Building  shall be at the sole risk of Tenant,  and
Landlord  shall not in any manner be  responsible  therefor.  If any employee of
Landlord  receives  any  package  or article  delivered  for  Tenant,  then such
employee  shall  be  acting  as  Tenant's  agent  for  such  purpose  and not as
Landlord's agent. For the purposes of this Article, the term "Building" shall be
deemed to include the Land.  Notwithstanding  the  foregoing  provisions of this
Sections  Landlord  shall not be  released  front  liability  to Tenant  for any
physical  injury to any natural person caused by Landlord's  willful or reckless
misconduct  to the extent such injury is not covered by insurance (a) carried by
Tenant or such person, or (b) required by this Lease to be carried by Tenant.

     15.2 Tenant shall reimburse Landlord for, and shall indemnify,  defend upon
request and hold Landlord,  its employees and agents  harmless from and against,
all costs, damages, claims,  liabilities,  expenses (including attorneys' fees),
losses and court costs  suffered  by or claimed  against  Landlord,  directly or
indirectly,  based on or  arising  out of,  in  whole  or in  part,  (a) use and
occupancy  of the  Premises or the business  conducted  therein,  (b) any act or
omission of Tenant or any Invitee,  (c) any breach of Tenant's obligations under
this Lease,  including  failure to surrender the Premises upon the expiration or
earlier termination of the Lease Term, or (d) any entry by Tenant or any Invitee
upon the Land prior to the Lease Commencement Date.

     15.3 If any landlord  hereunder  transfers the Building or such  landlord's
interest  therein,  then such landlord shall not be liable for any obligation or
liability based on or arising out of any event or condition occurring after such
transfer.  Within  five (5) days  after  request,  Tenant  shall  attorn to such
transferee and execute, acknowledge and deliver any document submitted to Tenant
confirming such attornment.

     15.4  Tenant  shall  not have the right to  offset  or  deduct  the  amount
allegedly owed to Tenant pursuant to any claim against Landlord from any rent or
other sum payable to Landlord.  Tenant's  sole remedy for  recovering  upon such
claim shall be to institute an independent action against Landlord.

     15.5 If Tenant or any invitee is awarded a money judgment against Landlord,
then recourse for  satisfaction  of such judgment  shall be limited to execution
against  Landlord's  estate and  interest  in the  Building.  No other  asset of
Landlord shall be available to satisfy or subject to such judgment.

                                       13
<PAGE>

                                  ARTICLE XVI

                                      Rules

     16.1 Tenant and Invitees  shall  observe the rules  specified in Exhibit D.
Tenant  and  Invitees  shall  also  observe  any other  rule that  Landlord  may
promulgate  for the  operation or  maintenance  of the  Building,  provided that
notice thereof is given and such rule is not inconsistent with the provisions of
this Lease.  Landlord  shall have no duty to enforce such rules or any provision
of any other lease against any other tenant.

                                  ARTICLE XVII

                              Damage or Destruction

     17.1 If the Premises or the  Building  are totally or partially  damaged or
destroyed  thereby  rendering the Premises totally or partially  inaccessible or
unusable, then Landlord shall diligently repair and restore the Premises and the
Building to  substantially  the same condition they were in prior to such damage
or destruction;  provided,  however,  that if in Landlord's judgment such repair
and restoration  cannot be completed within ninety (90) days after occurrence of
such damage or destruction  (taking into account the time needed for effecting a
satisfactory settlement with any insurance company involved,  removal of debris,
preparation of plans and issuance of all required  governmental  permits),  then
Landlord shall have the right, at its sole option, to terminate this Lease as of
the  sixtieth  (60th) day after such  damage or  destruction  by giving  written
notice of termination  within  forty-five (45) days after the occurrence of such
damage or destruction. If the Lease is terminated pursuant to this Article, then
rent shall be apportioned  (based on the portion of the Premises which is usable
and  accessible  after  such  damage  or  destruction)  and  paid to the date of
termination.  If this  Lease is not  terminated  as a result  of such  damage or
destruction,  then  until  such  repair  and  restoration  of the  Premises  are
substantially  complete,  Tenant  shall be  required  to pay the  Base  Rent and
additional  rent only for the portion of the Premises  that is usable while such
repair and  restoration  are being made.  If this Lease is not  terminated  as a
result of such damage or  destruction,  then Landlord shall bear the expenses of
such repair and restoration of the Premises and the Building; provided, however,
that if such damage or  destruction  was caused by the act or omission of Tenant
or any Invitee,  then Tenant shall pay the amount by which such expenses  exceed
the insurance  proceeds,  if arty,  actually  received by Landlord on account of
such damage or destruction;  and provided further,  however, that Landlord shall
not be required to repair or restore any Alteration previously made by Tenant or
any of Tenant's trade  fixtures,  furnishings,  equipment or personal  property.
Notwithstanding  anything herein to the contrary,  Landlord shall have the right
to terminate this Lease if (a) Landlord's  insurance as  insufficient to pay the
full cost of such repair and  restoration,  (b) the holder of any Mortgage fails
or  refuses  to make such  insurance  proceeds  available  f or such  repair and
restoration,  (c) zoning or other  applicable  laws or regulations do not permit
such  repair  and  restoration,  or  (d)  the  damage  to the  Building  exceeds
twenty-five percent (25%) of the replacement value of the Building.

                                 ARTICLE XVIII

                                  Condemnation

     18.1 If one-third or more of the  Premises or  occupancy  thereof  shall be
taken or condemned by any governmental or  quasi-governmental  authority for any
public or  quasi-public  use or purpose or sold under threat of such a taking or
condemnation (collectively,  "condemned") then this Lease shall terminate on the

                                       14
<PAGE>

date title vests such  authority and rent shall be  apportioned as of such date.
If less than one-third of the Premises or occupancy  thereof is condemned,  then
this  Lease  shall  continue  in full  force  and  effect  as to the part of the
Premises not condemned, except that as at the date title vests in such authority
Tenant  shall  not be  required  to pay the Base Rent and  additional  rent with
respect to the part of the Premises condemned.  Notwithstanding  anything herein
to the  contrary,  if  twenty-five  percent  (25%)  or more  of the  Land or the
Building is  condemned,  then  Landlord  shall have the right to terminate  this
Lease as of the date title vests in such authority.

     18.2 All awards,  damages and other  compensation paid by such authority on
account of such  condemnation  shall belong to Landlord,  and Tenant  assigns to
Landlord all rights to such awards,  damages and compensation,  Tenant shall not
make any claim against  Landlord or the authority for any portion of such award,
damages or  compensation  attributable  to damage to the Premises,  value of the
unexpired  portion of the Lease  Term,  loss of profits or  goodwill,  leasehold
improvements or severance  damages.  Nothing  contained herein,  however,  shall
prevent  Tenant from  pursuing a separate  claim  against the  authority for the
value of furnishings  and trade  fixtures  installed in the Premises at Tenant's
expense and for  relocation  expenses,  provided that such claim shall in no way
diminish the award,  damages or  compensation  payable to Landlord in connection
with such condemnation

                                  ARTICLE XIX

                                     Default

     19.1 An Event of  Default  is:  (a)  Tenant's  failure to make when due any
payment of the Base Rent,  additional rent or other sum, which failure continues
for five (5) days; (b) Tenant's failure to perform or observe any other covenant
or condition, which failure continues for ten (10) days; (c) Tenant's failure to
occupy  continuously  the  Premises  for  more  than 90  days;  (d) an  Event of
Bankruptcy  as  specified  in  Article  XX;  or  (e)  Tenant's   dissolution  or
liquidation.

     19.2 If there shall be an Event of Default,  including  an Event of Default
prior to the Lease  Commencement Date, then the provisions of this Section shall
apply.  Landlord  shall have the right,  at its sole option,  to terminate  this
Lease.  In  addition,  with or without  terminating  this  Lease,  Landlord  may
re-enter,  terminate  Tenant's  right of possession  and take  possession of the
Premises.  The provisions of this Article shall operate as a notice to quit, any
other notice to quit or of Landlord's  intention to re-enter the Premises  being
expressly  waived. If necessary,  Landlord may proceed to recover  possession of
the Premises  under  applicable  laws, or by such other  proceedings,  including
re-entry and possession,  as may be applicable.  If Landlord elects to terminate
this  Lease  and/or  elects to  terminate  Tenant's  right of  possession,  then
everything in this Lease to be done by Landlord shall cease,  without prejudice,
however,  to Tenant's  liability for all rent and other suns accrued through the
later of  termination or Landlord's  recovery of possession.  Landlord may relet
the Premises or any part  thereof,  alone or together with other  premises,  for
such  term(s)  (which may  extend  beyond the date on which the Lease Term would
have expired but for Tenant's  default) and on such terms and conditions  (which
may  include  concessions  or free  rent and  alterations  of the  Premises)  as
Landlord,  in its sole  discretion,  may  determine,  but Landlord  shall not be
liable for, nor shall Tenant's obligations be diminished by reason of, Landlords

                                       15
<PAGE>

failure  to relet the  Premises  or  collect  any rent due upon such  reletting.
whether or not this Lease is terminated, Tenant nevertheless shall remain liable
for the Base  Rent,  additional  rent or damages  which may be due or  sustained
prior  to such  default,  all.  costs,  fees  and  expenses  (including  without
limitation  reasonable  attorneys' fees, brokerage fees and expenses incurred in
placing the Premises in first-class  rentable condition) incurred by Landlord in
pursuit of its remedies and in renting the Premises to others from time to time.
Tenant shall also be liable for additional damages which at Landlord's  election
shall be either:  (a) an amount equal to the Ease Rent and additional rent which
would have become due during the remainder of the Lease Term, less the amount of
rental,  if any, which Landlord  receives during such period from others to whom
the Premises may be rented (other than any  additional  rent payable as a result
of any failure of such other person to perform any of its obligations), in which
case such  damages  shall be computed  and payable in monthly  installments,  in
advance,  on the first day of each calendar month following Tenant's default and
continuing  until the data on which the Lease Term would have  expired  but f or
Tenant's default.  Separate suits may be brought to collect any such damages for
any month(s),  and such suits shall not in any manner prejudice Landlord's right
to collect any such damages for any subsequent  month(s),  or Landlord may defer
any such suit until after the  expiration of the Lease Term, in which event such
suit shall be deemed not to have accrued until the expiration of the Lease Term;
or (b) an amount equal to the present value (as of the date of Tenants  default)
of the Base Rent and  additional  rent which  would have  become due through the
date on which the Lease Term would have expired but for Tenant's default,  which
damages  shall be payable to Landlord in a lump sum on demand.  For  purposes of
this Section,  present value shall be computed by discounting at a rate equal to
one (1} whole  percentage  point above the  discount  rate then in effect at the
Federal  Reserve  Bank  nearest  to the  Building.  Tenant  waives  any right of
redemption,  re-entry or  restoration  of the  operation of this Lease under any
present or future law,  including  any such right which Tenant  would  otherwise
have if Tenant shall be  dispossessed  for any cause.  Whether or not this Lease
and/or Tenant's right of possession is terminated, Landlord shall have the right
to terminate any renewal or expansion right contained in this Lease and to grant
or  withhold  any  consent or  approval  pursuant  to this Lease in its sole and
absolute discretion.

     19.3 Landlord's  rights and remedies set forth in this Lease are cumulative
and in addition to  Landlord's  other  rights and  remedies at law or in equity,
including those available as a result of any anticipatory  breach of this Lease.
Landlord's exercise of any such right or remedy shall not prevent the concurrent
or subsequent exercise of any other right or remedy. Landlord's delay or failure
to  exercise  or  enforce  any of  Landlord's  rights or  remedies  or  Tenant's
obligations  shall not  constitute  a waiver  of any such  rights,  remedies  or
obligations. Landlord shall not be deemed to have waived any default unless such
waiver  expressly is set forth in an  instrument  signed by Landlord.  Arty such
waiver shall not be construed as a waiver of any covenant or condition except as
to the specific circumstances described in such waiver. Neither Tenant's payment
of an amount less titan a sum due nor Tenant's  endorsement  or statement on any
check or  letter  accompanying  such  payment  shall be  deemed  an  accord  and
satisfaction. Notwithstanding any request or designation by Tenant, Landlord may
apply any payment  received  from tenant to any payment  then due.  Landlord may
accept the same without  prejudice to Landlord's right to recover the balance of
such sum or to pursue other remedies.  Re-entry and acceptance of keys shall not
be considered an acceptance of a surrender of this Lease.

     19.4 If more than one natural person and/or entity shall constitute Tenant,
then the liability of each such person or entity shall be joint and several.  If

                                       16
<PAGE>

Tenant is a general partnership or other entity the partners or members of which
are subject to personal  liability,  then the  liability of each such partner or
member shall be joint and several.

     19.5 If Tenant  fails to make any  payment to any third  party or to do any
act herein  required to be made or done by Tenant,  then,  after any  applicable
cure period, Landlord may, but shall not be required to: make such payment or do
such act.  Landlord's  taking such action shall not be considered a cure of such
failure by Tenant or prevent  Landlord  from pursuing any remedy it is otherwise
entitled to in  connection  with such failure.  If Landlord  elects to make such
payment or do such act, then all expenses incurred, plus interest thereon at the
Default  Rate (as  hereinafter  defined)  from the date  incurred to the date of
payment thereof by Tenant,  shall  constitute  additional rent. The Default Rate
shall equal the rate per annum which is the greater of eighteen percent (18%) or
five (5) whole  percentage  points above the prime rate  published  from time to
time in the Money Rates section of the Wall Street Journal.

     19.6 If Tenant tails to make any payment of the Base Rent,  additional rent
or any other sum payable to  Landlord on or before the date such  payment is due
and payable  (without  regard to any grace period  specified iii Section  19.1),
then Tenant  shall pay a late charge of five  percent (5%) of the amount of such
payment. In addition,  such payment and such late fee shall bear interest at the
Default Rate from the date such payment was due to the date of payment thereof.

                                   ARTICLE XX

                                   Bankruptcy

     20.1 An Event of Bankruptcy is: (a) Tenant's,  a Guarantor's or any general
partner (a "General  Partner") of Tenant's becoming  insolvent,  as that term is
defined in Title 11 of the United States code (the "Bankruptcy  Code"), or under
the insolvency laws of any state (the "Insolvency  Laws');  (b) appointment of a
receiver  or  custodian  for any  property of Tenant,  a Guarantor  or a General
Partner,  or the  institution  of a foreclosure  or  attachment  action upon any
property of Tenant, a Guarantor or a General Partner;  (c) tiling of a voluntary
petition by Tenant, a Guarantor or a General Partner under the provisions of the
Bankruptcy  Code or  Insolvency  Laws;  (d) filing of any  involuntary  petition
against Tenant, a Guarantor or a General Partner as the subject debtor under the
Bankruptcy  Code or Insolvency  Laws,  which either (1) is not dismissed  within
thirty (30) days after  filing,  or (2) results in the  issuance of an order for
relief against the debtor; or (e) Tenant's, a Guarantor's or a General Partner's
making  or  consenting  to an  assignment  for the  benefit  of  creditors  or a
composition of creditors.

     20.2 Upon  occurrence of an Event of  Bankruptcy,  Landlord  shall have all
rights and remedies available pursuant to Article XIX; provided,  however,  that
while a case (the  "Case")  in which  Tenant  is the  subject  debtor  under the
Bankruptcy  Code is pending,  Landlord's  right to terminate this Lease shall be
subject,  to the extent required by the Bankruptcy Code, to any rights of Tenant
or its trustee in bankruptcy (collectively,  "Trustee") to assume or assign this
Lease  pursuant  to the  bankruptcy  Code,  Trustee  shall not have the right to
assume or assign this Lease unless Trustee promptly (a) cures all defaults under
this Lease,  (b)  compensates  Landlord  for  damages  actually  and  reasonably
incurred as a result of such defaults, (c) provides adequate assurance of future
performance on the part of Tenant as debtor in possession or Tenant's  assignee,
and (d) complies with all other  requirement of the Bankruptcy  Code. If Trustee
fails to assume or assign this Lease in accordance with the  requirements of the

                                       17
<PAGE>

Bankruptcy  Code within sixty (60) days after the  initiation of the Case,  then
Trustee  shall be deemed to have  rejected  this Lease.  Adequate  assurance  of
future performance shall require that the following minimum criteria be met: (1)
Tenant's  gross  receipts in the ordinary  course of business  during the thirty
(30)  days  preceding  the Case  must be  greater  than ten (10)  times the next
monthly  installment of the Base Rent and additional  rent; (2) Both the average
and the median of Tenant's  monthly  gross  receipts in the  ordinary  course of
business during the seven (7) months preceding the Case must be greater than ten
(10) times the next monthly  installment of the Base Rent and  additional  rent;
(3) Trustee  must pay its  estimated  pro rata share of the cost of all services
performed  or  provided  by  Landlord  (whether  directly  or through  agents or
contractors and whether or not previously  included as part of the Base Rent) in
advance of the performance or provision of such services; (4) Trustee must agree
that Tenant's business shall be conducted in a first-class  manner,  and that no
liquidating sale, auction or other  non-first-class  business operation shall be
conducted in the  Premises;  (5) Trustee must agree that the use of the Premises
as stated in this Lease shall remain  unchanged and that no prohibited use shall
be permitted;  (6) Trustee must agree that the  assumption or assignment of this
Lease  shall not violate or affect the rights of other  tenants in the  Building
and the Complex;  (7) Trustee must pay at the time the next monthly  installment
of the Base Rent is due, in addition to such installment, an amount equal to the
monthly  installments  of the Base Rent and additional rent due for the next six
(6) months thereafter, such amount to be held as a security deposit; (8) Trustee
must agree to pay, at any time  Landlord  draws on such  security  deposit,  the
amount necessary to restore such security  deposit to its original  amount;  and
(9) All assurances of future  performance  specified in the Bankruptcy Code must
be provided.

                                  ARTICLE XXI

                                  Subordination

     21.1  This  Lease is  subject  and  subordinate  to the  lien,  provisions,
operation and effect of all  mortgages,  deeds of trust,  ground leases or other
security  instruments  which may now or  hereafter  encumber the Building or the
Land (collectively,  "Mortgages"),  to all funds and indebtedness intended to be
secured thereby, and to all renewals, extensions,  modifications,  recastings or
refinancings  thereof.  The  holder  of any  Mortgage  to  which  this  Lease is
subordinate  shall  have the right  (subject  to any  required  approval  of the
holders  of any  superior  Mortgage)  at any time to  declare  this  Lease to be
superior to the lien,  provisions,  operation  and effect of such  Mortgage  and
Tenant shall execute,  acknowledge and deliver all confirming documents required
by such holder.

     21.2 In  continuation of the foregoing  subordination,  Tenant shall within
ten (10)  business  days from  Landlord's  request,  execute  any  requisite  or
appropriate document.  Tenant appoints Landlord as Tenant's  attorney-in-fact to
execute  any such  document  for Tenant.  Tenant  waives the  provisions  of any
statute or rule of law now or  hereafter  in effect which may give or purport to
give Tenant any right to terminate or otherwise  adversely  affect this Lease or
Tenant's obligations in the event any such foreclosure  proceeding is prosecuted
or  completed  or in the event the Land,  the  Building or  Landlord's  interest
therein is sold at a foreclosure sale or by deed in lieu of foreclosure. If this
Lease is not  extinguished  upon such sale or by the  purchaser  following  such
sale,  then,  at the  request of such  purchaser,  Tenant  shall  attorn to such
purchaser and shall  recognize  such purchaser as the landlord under this Lease.
Upon such attornment such purchaser shall not be (a) bound by any payment of the
Base Rent or  additional  rent more than one (1) month in advance.  (b) bound by

                                       18
<PAGE>

any  amendment  of this Lease  made  without  the  consent of the holder of each
Mortgage  existing as of the date of such amendment,  (c) liable for damages for
any breach, act or omission of any prior landlord, or (d) subject to any offsets
or defenses which Tenant might have against any prior landlord.  Within five (5)
business days after receipt,  Tenant shall execute,  acknowledge and deliver any
requisite  or  appropriate   document   submitted  to  Tenant   confirming  such
attornment.

     21.3 If any lender providing  financing secured by the Building requires as
a condition of such financing that modifications to this Lease be obtained,  and
provided that such modifications (a) are reasonable, (b) do not adversely affect
in a material manner Tenant's use of the Premises as herein  permitted,  and (c)
do not increase the rent and other sums to be paid by Tenant,  then Landlord may
submit to Tenant an amendment to this Lease  incorporating  such  modifications.
Tenant shall execute,  acknowledge and deliver such amendment to Landlord within
five (5) business days after receipt.

                                  ARTICLE XXII

                              Covenants of Landlord

     22.1 Landlord  covenants that it has the right to enter into tins Lease and
that if Tenant shall perform timely all of its obligations, then, subject to the
provisions  of this Lease,  Tenant  shall  during the Lease Term  peaceably  and
quietly  occupy  and enjoy  possession  of the  Premises  without  hindrance  by
Landlord or anyone claiming through Landlord.

     22.2 Landlord reserves the right to: (a) change the Street address and name
of the  Building  or  Complex;  (b)  change  the  arrangement  and  location  of
entrances,  passageways,  doors, doorways, corridors, elevators, stairs, toilets
or other public parts of the  Building;  (c) erect,  use and maintain  pipes and
conduits in and through the Premises; (d) grant to anyone the exclusive right to
conduct any particular  business in the Building or the Complex not inconsistent
with the permitted use of the Premises;  (e) use or lease  exclusively  the roof
areas,  the sidewalks and ocher exterior  areas;  (f) resubdivide the Land or to
combine the Land with other lands; (g) construct improvements (including kiosks)
on the Land and in the public and common areas of the Building; (h) relocate any
parking area  designated  for Tenant's  use; and (i) install and display  signs,
advertisements  and  notices  on any part of the  exterior  or  interior  of the
Building.  Exercise of any such right  shall not be  considered  a  constructive
eviction or a disturbance of Tenant's business or occupancy.

                                 ARTICLE XXIII

                               General Provisions

     23.1 Tenant  acknowledges  that neither  Landlord nor any broker,  agent or
employee of Landlord has made any  representation or promise with respect to the
Premises or the Building  except as expressly set forth herein,  and no right is
being  acquired  by Tenant  except as  expressly  set forth  herein.  This Lease
contains  the  entire   agreement  of  the  parties  and  supersedes  all  prior
agreements,   negotiations,  letters  of  intent,  proposals,   representations,
warranties and discussions between the parties. This Lease may be changed in any
manner only by a written instrument signed by both parties.

                                       19
<PAGE>

     23.2  Nothing  contained  in this Lease shall be  construed as creating any
relationship between Landlord and Tenant other than that of landlord and tenant.

     23.3 Landlord and Tenant each  warrants that in connection  with this Lease
it has not  employed  or dealt with any broker,  agent or finder  other than the
Broker(s).  Tenant shall  indemnify and hold Landlord  harmless from and against
any claim for brokerage or other commissions asserted by any other broker, agent
or finder employed by Tenant or with whom Tenant has dealt.

     23.4 From time to time upon five (5) business  days prior  written  notice,
Tenant  and each  subtenant,  assignee  or  occupant  of Tenant  shall  execute,
acknowledge  and  deliver to  Landlord  and any  designee  of Landlord a written
statement certifying: (a) that this Lease is in unmodified and in full force and
effect (or that this Lease is in full force and effect as  modified  and stating
the modifications);  (b) the dates to which rent and any other charges have been
paid;  (c) that Landlord is not in default in the  performance of any obligation
(or specifying the nature of any default);  (d) the address to which notices are
to be sent; (e} that this lease is subject and subordinate to all Mortgages; (f)
that Tenant has accepted  the  Premises and all work thereto has been  completed
(or specifying the incomplete  work); and (g) such other matters as Landlord may
request.  Any such  statement may be relied upon by any owner of the Building or
the Land, and any prospective  purchaser of the Building or the Land, any holder
or  prospective  holder of a  Mortgage  or any other  person or  entity.  Tenant
acknowledges  that time is of the essence to the delivery of such statements and
Tenant's failure to deliver timely such statements may cause substantial damages
resulting  from,  for  example,  delays in  obtaining  financing  secured by the
Building.

     23.5 Landlord,  Tenant, Guarantors and General Partners waive trial by jury
in any  action,  claim or  counterclaim  brought in  connection  with any matter
arising  out of or in any way  connected  with this Lease,  the  landlord-tenant
relationship,  Tenant's  use or occupancy of the Premises or any claim of injury
or damage.  Landlord,  Tenant, all Guarantors and all General Partners waive any
objection  to the  venue  of any  action  filed  in any  court  situated  in the
jurisdiction  in which the  Building  is located  and waive any right  under the
doctrine of forum non  conveniens or otherwise to transfer any such action filed
in any such court to any other court.

     23.6 All notices or ocher required  communications  shall be in writing and
shall be deemed duly given when delivered in person (with receipt therefor),  or
when sent by certified or registered  mail,  return receipt  requested,  postage
prepaid,  to the following  addresses:  (a) if to Landlord,  at c/c  Centennial,
12120 Sunset Hills Road, Suite 100, Reston,  Virginia  20190-3231 with a copy to
Flinn & Beagan,  8300 Boone  Blvd.,  Suite  225,  Vienna,  Virginia  22182-2630,
Attention: Robert J. Beagan, Esquire; or (b) if to Tenant, at the Tenant Address
for Notices,  with copies to 5223. North O=Connor Boulevard,  Suite 500, Irving,
Texas  75039-3753 and to Haynes & Boone,  901 Main Street,  Suite 3100,  Dallas,
Texas 75202, Attention:  David Oden. Either party may change its address for the
giving of notices  given in  accordance  with this  Section.  If Landlord or the
holder of any  Mortgage  notifies  Tenant that a copy of each notice to Landlord
shall be sent to such holder at a specified address,  then Tenant shall send (in
the manner specified in this Section and at the same time such notice is sent to
Landlord) a copy of each such notice to such holder, and no such notice shall be

                                       20
<PAGE>

considered  duly  sent  unless  such copy is so sent to such  holder.  If Tenant
claims that  Landlord has breached any  obligation,  then Tenant shall send such
holder  notice  specifying  the  breach  and  permit  such  holder a  reasonable
opportunity to cure the breach.

     23.7 Each  provision  of this Lease shall be valid and  enforceable  to the
fullest  extent  permitted by law, If any  provision or its  application  to any
person or  circumstance  shall to any extent be invalid or  unenforceable,  then
such  provision  shall ?e deemed  to be  replaced  by the valid and  enforceable
provision most  substantively  similar thereto,  and the remainder of tins Lease
and the  application of such provision to other persons or  circumstances  shall
not be affected.

     23.8 Feminine,  masculine or neuter pronouns shall be substituted for those
of another form, and the plural or singular  shall be substituted  for the other
number, in any place in which the context may require.

     23.9 The  provisions  of this Lease shall be binding  upon and inure to the
benefit of the  parties and their  respective  representatives,  successors  and
assigns, subject to the provisions herein restricting assignment or subletting.

     23.10 Upon reasonable verbal notice,  except in cases of emergency,  Tenant
shall permit  Landlord and its designees to enter the Premises,  without  charge
therefor and without  diminution  of the rent payable by Tenant,  to inspect and
exhibit the Premises and make such  alterations and repairs as Landlord may deem
reasonably necessary.

     23.11 This Lease shall be governed by the laws of the jurisdiction in which
the Building is located.

     23.12 Headings are used for  convenience  and shall not be considered  when
construing this Lease.

     23.13 The  submission  of an unsigned copy of this document to Tenant shall
not  constitute an offer or option to lease.  This Lease shall become  effective
and binding only upon execution and delivery by both Landlord and Tenant.

     23.14 Time is of the essence with respect to each  obligation of Tenant and
Landlord.

     23.15 This Lease may be executed in multiple counterparts, each of which is
deemed an original and all of which constitute one and the same document.

     23.16 Neither this Lease nor a memorandum  thereof shall be recorded.  This
Lease is a deed of lease if the Term exceeds five years.

     23.17 Landlord  reserves the right to make reasonable  changes to the plans
and  specifications  for the Building  without Tenant's  consent,  provided such
changes do not alter the  character  of the  Building  as a  first-class  office
building.

     23.18  The  rentable  area  of the  Building  and  the  Premises  has  been
determined by Landlord's  architect in accordance with a modified version of the

                                       21
<PAGE>

Building  Owners and Managers  Association  international's  Standard Method for
Measuring Floor Area in Office Buildings dated July 31, 1980.

     23.19 Except as otherwise  provided in this Lease,  any additional  rent or
other sum owed by Tenant to Landlord, and any cost, expense, damage or liability
incurred by Landlord for which Tenant is liable, shall be considered  additional
rent  payable  pursuant  to this Lease and paid by Tenant no later than ten (10)
business days after the date Landlord  notifies  Tenant in writing of the amount
thereof.

     23.20  Tenant's  liabilities  existing  as of  the  expiration  or  earlier
termination  of  the  Lease  Term  shall  survive  such  expiration  or  earlier
termination.

     23.21 If Landlord is in any way delayed or prevented  from  performing  any
obligation  due to fire, act of God,  governmental  act or failure to act, labor
dispute,   inability  to  procure  materials  or  any  cause  beyond  Landlord's
reasonable control (whether similar or dissimilar to the foregoing events), then
the time for performance of such  obligation  shall be excused for the period of
such delay or  prevention  and extended for a period equal to the period of such
delay or prevention.

     23.22 The  deletion of any  printed,  typed or other  portion of this Lease
shall not evidence an intention to contradict such deleted portion. Such deleted
portion shall be deemed not to have been inserted in this Lease.

     23.23 Each person executing this Lease on each party's behalf warrants that
such person is duly authorized to so act.

     23.24 At Landlord's  request from time to time,  Tenant shall submit annual
financial  statements  and  such  additional   information   regarding  Tenant's
financial condition as Landlord may reasonably request. Tenant warrants that all
such  statements and information  heretofore or hereafter  submitted to Landlord
are and shall be correct and complete.

                                  ARTICLE XXIV

                              Right of First Offer

     24.1 Tenant  shall have a first right to  negotiate a lease for any and all
space  contiguous  to the  Premises on the fourth  (4th)  floor of the  Building
becoming  available for leasing (the "Offer Space") during the period commencing
on the date of the full  execution  of this Lease and ending the last day of the
fifth Lease Year, subject to the following terms and conditions:

          (a) Landlord shall give Tenant written notice  promptly after Landlord
     becomes  aware that Offer  Space will become  available  for  leasing.  The
     notice will include the location,  approximate  square  footage of rentable
     space,  projected date of availability,  and the base rent, concessions and
     other  terms and  conditions  upon  which such space will be offered to the
     general  public.  Tenant shall notify Landlord within fifteen (15) business
     days after receipt of said written notice of Tenant's binding  agreement to
     lease the Offer  Space and under the terms and  conditions  in the  notice.
     Landlord and Tenant shall promptly execute a lease amendment  incorporating
     such space under such terms and conditions into the Lease.

                                       22
<PAGE>

          (b) Landlord may lease such space to another tenant if Tenant does not
     agree within the fifteen  (15)  business day period to lease upon the terms
     and conditions set forth on the Landlord's notice.

          (c) This right shall not apply to space not currently occupied.

          (d) Tenant shall have no rights under this Section with respect to any
     Offer  Space  until the  lease of the  current  tenant  of the Offer  Space
     expires or is earlier  terminated,  including the expiration of a currently
     existing right to renew by such tenant.

          (e)  Tenant's  right of first offer  shall be subject to all  existing
     expansion  and renewal  rights of present  tenants of the Building  and, in
     particular,   Tenant's   rights  under  this  Article  XXIV  are  expressly
     subordinate  to any and all renewal or  expansion  rights of Sprint and the
     current  tenant of the Offer Space  regardless  of whether  such renewal or
     expansions rights are currently existing.

          (f) If an Event of Default has occurred and is  continuing on the date
     written  notice is given to Tenant by Landlord of its binding  agreement to
     lease the Offer Space or at any time thereafter prior to the date the Offer
     Space is occupied by Tenant, then, at Landlord's option,  Tenant's right to
     lease such Offer Space shall lapse and be of no further force or effect.

          (g) Tenant's  right of first offer shall  expire if Tenant  assigns or
     sublets  more  than  fifty  percent   (50%)  of  the  Premises   (excluding
     assignments or sublets to Affiliates of Tenant)




                                       23
<PAGE>

     IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease under seal
as of the date first above written.


WITNESS/ATTEST:                      LANDLORD:
                                     REC PARTNERS, L.P.

                                     By:  Knickerbocker Properties, Inc. IV
                                          General Partner
/s/ Witness
_______________________ (SEAL)


                                     By: /s/ Authorized Officer
                                        --------------------------------

                                     Title:

WITNESS/ATTEST:                      TENANT:
                                     THOMAS GROUP, INC.


/s/ Witness
_______________________ (SEAL)       By: /s/ Leonard B Gillespie
                                        --------------------------------

                                     Title: Vice President




                                       24
<PAGE>


                                    EXHIBIT B

                                 WORK AGREEMENT

     THIS EXHIBIT B is attached to an made a part of a certain  Lease  Agreement
dated as of the 15th day of February,  2000, by and between REC  Partners,  L.P.
("Landlord") and Thomas Group, Inc.  ("Tenant").  The terms used in this exhibit
that are  defined in the Lease  shall have the same  meaning as  provided in the
Lease.

     1. Improvement Allowance:

     (a) The  improvement  of the  Premises  pursuant  to this  Lease  shall  be
accomplished by the Landlord in accordance with the plans  referenced as Project
Number  _______________,  prepared  by  ____________  and  attached  hereto (the
"Plans").

     (b) The  improvement  of the Premises  shall be at Tenant's  expense to the
extent  such  costs  exceed an amount  (the  "Improvement  Allowance")  equal to
$171,384.75  (which amount is based on fourteen and 25/100 dollars  ($14.25) per
square foot of rentable  area, of the Premises),  inclusive of all  construction
costs, design fees, drawings, construction management fees (equal to six percent
(6%) of the Actual Improvement Cost as defined below) and permitting costs.

     (c) In the event the improvement of the Premises, inclusive of constriction
costs, design fees, drawings,  construction management fees and permitting costs
(the "Actual Improvement Cost"), exceeds the Improvement Allowance, Tenant shall
pay any such excess to Landlord within ten (10) business days of presentation of
an invoice to Tenant.

     2. Changes.  Tenant shall be responsible for the costs and expenses for all
changes in the Plans  requested  by  Tenant.  Such  changes  in the Plans  shall
require consent of Landlord in its reasonable discretion.

<PAGE>

     3. Substantial Completion.

     (a) Except as provided in  Paragraph  3(b) hereof,  the  Premises  shall be
deemed to be  substantially  complete when the  improvements  to be installed by
Landlord  pursuant  to  this  Exhibit  have  been  completed,  as  certified  by
Landlord's  architect,  except for items of work and adjustment of equipment and
fixtures that can be completed  after the Premises are occupied  without causing
substantial  interference  with Tenant's use of the Premises  (i.e.,  the "punch
list" items)

     (b) If Landlord  shall be delayed in completing the Premises as a result of
(1) Tenant's  failure to comply with any  conditions  specified in this Exhibit,
(2) Tenant's request for  modifications to plans or working drawings  subsequent
to the date such  plans or  working  drawings  are  approved  by  Landlord,  (3)
Tenant's  failure to pay when due any amount required  pursuant to this Exhibit,
(4) Tenant's  request for materials,  finishes or  installations  which are long
lead items,  or (5) the  performance of or failure to timely perform any work by
any person or firm  employed  or retained by Tenant  which  interferes  with the
substantial  completion of Landlord's  construction,  then the Premises shall be
deemed to have been substantially complete on the date that Landlord's architect
or asset manager determines,  in its reasonable judgment,  that the improvements
to  be  installed  by  Landlord   pursuant  to  this  Exhibit  would  have  been
substantially complete if such delay or delays had not occurred.

         (c)  Landlord  shall have  reasonable  access to the  Premises  for
improvement  of the Premises at all times  subsequent to execution of this Lease
until completion of punch list items.

                                  Landlord: DR
                                           --------------------
                                               (initial)

                                  Tenant: LG
                                         ----------------------
                                               (initial)

<PAGE>


                                    EXHIBIT C

            FORM OF CERTIFICATE AFFIRMING THE LEASE COMMENCEMENT DATE

     This Exhibit is attached to and made a part of that certain Lease Agreement
dated as of _____________, 2000 (the "Lease"), by and between EEC Partners, L.P.
("Landlord") and Thomas Group, Inc.  ("Tenant").  The Certificate to be executed
by Landlord  and Tenant  pursuant  to Section 3.2 of the Lease shall  provide as
follows:

          "This  Certificate  is  being  provided  pursuant  to  the  terms  and
     provisions of that certain Lease Agreement dated as of  ___________________
     ____ (the "Lease"), by and between the undersigned. The parties confirm the
     following:

          1. The Lease Commencement Date is ____________.

          2. The initial Term of the lease shall expire on __________________.

     Attached to this  Certificate are  certificates  and evidence of payment of
premiums for all insurance required pursuant to Section 13.2 of the Lease."







<PAGE>


                                    EXHIBIT C

                               FORM OF CERTIFICATE
                      AFFIRMING THE LEASE COMMENCEMENT DATE

     This Exhibit is attached to and made a part of that certain Lease Agreement
dated as of February 15, 2000 (the "Lease"),  by and between REC Partners,  L.P.
(A "Landlord") and Thomas Group, Inc. ("Tenant"). The Certificate to be executed
by Landlord  and Tenant  pursuant  to Section 3.2 of the Lease shall  provide as
follows:

     "This Certificate is being provided pursuant to the terms and provisions of
that certain Lease Agreement dated as of the February 15, 2000 (the "Lease"), by
and between the undersigned. The parties confirm the following:

     1. The Lease Commencement Date is October 30, 2000.

     2.The initial Term of the Lease shall expire on October 30, 2007.

Attached  to this  Certificate  are  certificates  and  evidence  of  payment of
premiums for all insurance required pursuant to Section 13.2 of the Lease."

LANDLORD:

REC PARTNERS L.P.

By:
   --------------------------------------------

Name:
     ------------------------------------------

Title:
      -----------------------------------------


TENANT:

THOMAS GROUP, INC.

By:  /s/ Leonard B. Gillespie
   --------------------------------------------

Name:  Leonard B. Gillespie

Title: Vice President, Eastern Region



<PAGE>


                                    EXHIBIT D

                                      RULES

     This Exhibit is attached to and made a part of that certain Lease Agreement
dated as of ___________,  2000 (the "Lease"), by and between REC Partners,  L.P.
("Landlord") and Thomas Group, Inc. ("Tenant").

     1. Tenant shall not obstruct or encumber or use for any purpose  other than
ingress and egress to and from the Premises  any  sidewalk,  entrance,  passage,
court,  elevator,  vestibule,  stairway,  corridor,  hail or  other  part of the
Building not  exclusively  occupied by Tenant.  Landlord shall have the right to
control and  operate the public  portions  of the  Building  and the  facilities
furnished for common use of the tenants,  in such manner as Landlord  deems best
for the benefit of the tenants  generally.  Tenant shall not permit the visit to
the Premises of persons in such numbers or under such conditions as to interfere
with the use and  enjoyment of the  entrances,  corridors,  elevators  and other
public  portions or  facilities of the Building by other  tenants.  Tenant shall
coordinate  in  advance  with  Landlord's  property  management  department  all
deliveries  to the Building so that  arrangements  can be made to minimize  such
interference.  Tenant and its employees  shall not use any of the parking spaces
designated for use by visitors only or the roof of the Building.

     2. Tenant shall not place any showcase,  mat or other article in any common
or public area of the Building.

     3.  Tenant  shall  not use the water and wash  closets  and other  plumbing
fixtures for any purpose other than those for which they were  constructed,  and
Tenant shall not place any debris, rubbish, rag or other substance therein.

     4.  Tenant  shall not  construct,  maintain,  use or operate  within  their
respective  premises any  electrical  device,  wiring or apparatus in connection
with a  loudspeaker  system or other  sound  system  without.  Landlord's  prior
written consent.  Tenant shall not construct,  maintain, use or operate any such
loudspeaker or sound system available outside of the Premises.

     5. Tenant shall not bring any bicycle,  vehicle, animal, bird or pet of any
kind  into the  Building.  Tenant  shall  not do or permit  any  cooking  on the
Premises,  except for microwave  cooking and use of coffee  machines by Tenant's
employees for their own consumption. Tenant shall not install any microwave oven
or coffee machine in the Premises  without  Landlord's prior written approval of
such equipment and its location  within the Premises.  Tenant shall not cause or
permit any unusual or  objectionable  odor to be produced  upon or permeate from
the Premises.

     6. Tenant  shall not use any space in the Building for the sale of goods to
the public at large or for the sale at auction of goods or property of any kind.

     7. Tenant shall not place on any floor a load  exceeding the floor load per
square  foot which such floor was  designed  to carry.  Landlord  shall have the
right to prescribe the weight,  position and manner of installation of safes and
other heavy items.  Landlord shall have the right to repair at Tenant's  expense
any damage caused by Tenant's moving property into or out of the Premises or due
to the same being in or upon the  Premises or to require  Tenant to do the same.

<PAGE>

Tenant  shall  not  receive  into the  Building  or carry in the  elevators  any
furniture,  equipment or bulky item except as approved by Landlord, and any such
furniture,  equipment  and  bulky  item  shall be  delivered  only  through  the
designated  delivery  entrance  of  the  Building  and  the  designated  freight
elevator.  Tenant shall remove promptly front sidewalks adjacent to the Building
items delivered for Tenant.

     8. Tenant shall not place additional locks or bolts of any kind on any door
or window or make any change in any lock or locking mechanism without Landlord's
prior  written  approval.  Tenant shall keep doors leading to a corridor or main
hail closed during  business  hours except as such doors may be used for ingress
or egress. Upon the termination of its tenancy, Tenant shall deliver to Landlord
all keys furnished to or procured by Tenant,  and if any key so furnished is not
delivered,  then Tenant shall pay the  replacement  cost  thereof.  Tenant's key
system shall be separate from that for the rest of the Building.

     9. Tenant shall not install or operate in the Premises any  equipment  that
operates  on greater  than 110 volt power  without  obtaining  Landlord's  prior
written  consent.  Landlord may condition such consent upon Tenant's  payment of
additional  rent in  compensation  for the excess  consumption of electricity or
other utilities and for the cost of any additional  wiring or apparatus that may
be occasioned by the operation of such  equipment.  Tenant shall not install any
equipment  of any type or  nature  that  will or may  necessitate  any  changes,
replacements  or  additions  to, or  changes  in the use of,  the water  system,
heating system, plumbing system, air-conditioning system or electrical system of
the  Premises  or the  Building,  without  obtaining  Landlord's  prior  written
consent,  which  consent  may be  granted or  withheld  in  Landlord's  sole and
absolute  discretion.  If any equipment of Tenant causes noise or vibration that
may be  transmitted to such a degree as to be  objectionable  to Landlord or any
tenant  in the  Building,  then  Landlord  shall  have the right to  install  at
Tenant's  expense  vibration  eliminators or other devices  sufficient to reduce
such noise and  vibration  to a level  satisfactory  to  Landlord  or to require
Tenant to do the same.

     10. Landlord may exclude from the Building any person who does not properly
identify  himself to the  Building  management  or guard on duty.  Landlord  may
require any person admitted to or leaving the Building to register.

     11. Tenant shall not use the Premises for lodging.

     12.  Before  closing and leaving the  Premises,  Tenant  shall turn off all
lights.

     13. Tenant shall not request Landlord's employees to do anything outside of
such  employees'  regular  duties  without  Landlord's  prior  written  consent.
Tenant's  special  requirements  will be  attended to only upon  application  to
Landlord,  and any such  special  requirements  shall be  billed  to  Tenant  in
accordance with the schedule of charges maintained by Landlord from time to time
or as is agreed upon in writing in advance by Landlord and Tenant,  Tenant shall
not  employ  any  employee  of  Landlord  f or any  purpose  whatsoever  without
Landlord's prior written consent.

     14.  Canvassing,  soliciting  and peddling in the Building are  prohibited.
Tenant shall cooperate to prevent the same.

<PAGE>

     15. Only hand trucks equipped with rubber tires and side guards may be used
in the Building.  Tenant shall be responsible for loss or damage  resulting from
any delivery made by or for Tenant.

     16. Tenant shall comply with standards prescribed by Landlord for curtains,
drapes,  blinds,  shades,  screens,  lights and  ceilings,  including  standards
designed to give the Building a uniform,  attractive  appearance  should  Tenant
request to change Landlord supplied blinds.

     17.  Landlord may, upon request of Tenant,  waive Tenant's  compliance with
any of the rules,  provided that no waiver (a) shall be effective  unless signed
by Landlord,  (b) shall relieve  Tenant from the  obligation to comply with such
rule in the future unless otherwise  agreed in writing by Landlord,  (c) granted
to any tenant shah  relieve any other  tenant from the  obligation  of complying
with  these  rules  and  regulations,  and (d)  shall  relieve  Tenant  from any
liability for any loss or damage  resulting from Tenant's failure to comply with
any rule.

     18. Tenant shall  prohibit its employees and Invitees from carrying  either
into the  Building  or upon the grounds  upon which the  Building is located any
pistol, rifle, shotgun,  revolver or other weapon designed or intended to propel
a missile of any kind: The  prohibition  shall not apply to any police  officer,
sheriff,  deputy  sheriff or game warden  appointed  pursuant to the laws of the
Commonwealth of Virginia.

     19.  Tenant  shall  comply with all present and future  laws,  orders,  and
regulations  of  all  state,   federal,   municipal,   and  local   governments,
departments,   commissions,  and  boards  regarding  the  collection,   sorting,
separation, and recycling of waste products,  garbage, refuse, and trash. Tenant
shall sort and separate such waste  products,  garbage,  refuse,  and trash into
such  categories as provided by law. Each  separately  sorted  category of waste
products,  garbage,  refuse,  and trash shall be place iii separate  receptacles
reasonably  approved by Landlord.  Such separate  receptacles may, at Landlord's
option,  be removed from the demised  premises in  accordance  with a collection
schedule prescribed by law. Tenant shall not generate hazardous trash or medical
waste at the Premises.