E PAWN COM INC
10-K, EX-10.2, 2000-09-22
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                          TOWERS OF CORAL SPRINGS, LTD.
                         OFFICE BUILDING LEASE AGREEMENT

I. IDENTITY OF PARTIES' AGREED RENTABLE AREA:
   ------------------------------------------
A.  LEASE  MADE  THIS  13 day of  March,  2000 by and  between  Towers  of Coral
Springs,  LTD.,  organized and existing  under the laws of the State of Florida,
having an office pat 2825 University  Drive,  Suite 350, Coral Springs,  Florida
33065  (hereinafter  referred to as "LANDLORD") and  E-PAWN.COM,  INC., A Nevada
Corporation (hereinafter referred to as "TENANT").

 WITNESSETH, THAT,

 B. LANDLORD,  for the term and subject to the provisions and conditions hereof,
 shall  lease to  TENANT,  and  TENANT  shall  lease  from  LANDLORD,  THE SPACE
 (hereinafter  referred  to as the  "Demised  Premises"  and  more  particularly
 described  by the floor plans  annexed  hereto as Exhibit  "A")  consisting  of
 approximately  1,298  rentable  square  feet on the second  (2nd)  floor of the
 building  known as Merrill  Lynch Tower of the Towers of Coral  Springs,  Suite
 200. Rentable square feet includes  approximately 1,129 usable square feet plus
 a 15% add-on factor which equals 169 feet representing TENANT'S contribution of
 the common area. The premises shall be used by the TENANT for the purposes of a
 general business office.

  II. TERM AND COMMENCEMENT DATE:
      ---------------------------


  A. The term of this  LEASE  and the  accrual  of  rents  shall be a period  of
  thirty-six  (36) months  beginning  March 7, 2000 and  expiring  March 6, 2003
  unless sooner terminated as hereinafter provided.

  III. RENT:
       -----


  A. The monthly rent shall be Two Thousand One Hundred  Forty-Seven  and 00!100
  ($2,147.00)  Dollars  plus sales tax payable in advance on the first (1St) day
  of each month.  TENANT shall prepay the first  twenty-four (24) months of rent
  in advance  upon lease  execution  in the  amount of Fifty One  Thousand  Five
  Hundred  TwentyEight and 00/100  ($51,528.00) plus six (6%) percent sales tax.
  TENANT shall pay 0 month's  security deposit and first month's rent upon LEASE
  execution.  Commencing  the third (3rd) year of this lease,  the monthly  rent
  shall increase to Two Thousand Two Hundred  Fifty-Four and 35/100  ($2,254.35)
  Dollars plus sales tax until the expiration of this lease.

                                       _1_


<PAGE>





IV. PARKING:

A. All employees must park in the rear of the building,  East of the alleyway or
at such other place designated by the LANDLORD. Parking shall be on a first come
first served basis.


V. CARE OF DEMISED PREMISES:

 A.    TENANT  accepts the  premises  in  "As Is"  condition.  TENANT  may  make
improvements to the premises provided TENANT obtains the written  consent of the
LANDLORD.   TENANT  is responsible to pay for its own electrical consumption for
the demised premises.


 TENANT covenants and agrees that it will, during the term of this lease, and at
 its own cost and expense,  keep,  preserve  and maintain the demised  premises,
 including  equipment,  plumbing,  electrical,  machinery,  air conditioning and
 heating  system,  furnishings and fixtures  located therein in a proper,  safe,
 tenantable,  good and substantial  state of repair and condition and will, from
 time to time, make, or cause to be made, all reasonable and necessary  repairs.
 TENANT shall not cause, suffer or permit any waste,  damage,  neglect or injury
 to the demises premises.

  B.  TENANT  shall be solely  -responsible  for any and all other  repairs  and
  maintenance  to the  demised  premises,  and  for  any  and  all  repairs  and
  maintenance  to the property  caused by the  negligence  of TENANT's  patrons,
  guests or employees.

  C. At the  termination  of the lease term,  TENANT shall  surrender the leased
  property to the LANDLORD broom clean and in as good condition and repair as at
  the commencement of the term,  ordinary and reasonable wear and tear excepted.
  If not then in default,  TENANT shall have the right,  at the end of the term,
  to remove any equipment, furniture, trade fixtures and other personal property
  placed in or on, but not affixed to, the demised premises.

  D. All damage caused by TENANT's  negligence or that of its agents,  servants,
  employees, or visitors, shall be repaired promptly by TENANT, at its sole cost
  and expense.  In the event that the TENANT fails to comply with the  foregoing
  provisions,  the LANDLORD shall have the option to enter the premises and make
  all necessary  repairs at TENANT's  cost and expense,  the same to be added to
  and be payable  with the next  monthly  installment  of rent.  TENANT shall be
  liable for any damage caused by TENANT or its employees, agents or invitees to
  common areas or to the premises of other tenants.

  E. LANDLORD  shall  have  access  to  the demised premises at any time without
diminution of rent, to enable LANDLORD to:




                                       -2-



<PAGE>





 (1)  examine  the same and make such  repairs,  additions  and  alterations  as
 LANDLORD may be permitted to make hereunder or as LANDLORD may reasonably  deem
 advisable for the  preservation of the integrity,  safety and good order of the
 Building  or any part  thereof;  and (2) upon  reasonable  notice,  to show the
 demised premises to any prospective  mortgagees and purchasers,  and during the
 six (6) months prior to the  expiration  of the term, to  prospective  tenants.
 Notwithstanding  anything  to the  contrary,  in  the  event  of an  emergency,
 LANDLORD shall have access at any time.

 F. TENANT shall upon the  termination of this lease,  remove TENANT's goods and
 effects anal those of any other person claiming under TENANT,  and TENANT shall
 quit and deliver up the demised premises to LANDLORD peaceably,  quietly and in
 as good order and  condition as at the inception of the term of its lease or as
 the same hereafter may be improved by LANDLORD or TENANT,  reasonable use, wear
 and tear thereof,  damage from fire extended type risks,  and repairs which are
 LANDLORD's obligation excepted.  Goods and effects not removed by TENANT at the
 termination  of this lease  shall be  considered  abandoned  and  LANDLORD  may
 dispose of and/or store the same as it deems expedient, the costs thereof to be
 charged to TENANT. Prior to the disposal of any of TENANT's property or effects
 as  contemplated  within this  section  LANDLORD  shall give TENANT  reasonable
 notice to remove same.

  G. Except as so approved by the LANDLORD,  TENANT shall not place signs on the
  demised  premises except on doors and then only of a type,  lettering and text
  approved by the LANDLORD. Identification of TENANT and TENANT's location shall
  be provided in a directory of the Building Lobby.

  H. TENANT shall not overload,  damage or deface the demised premises or do any
  act which might make void or voidable any insurance on the demised premises or
  the Building and/or Property on which may render an increased or extra premium
  payable for insurance.

  1. TENANT shall not make any alteration of or addition to the demised premises
  (except for work of a decorative  nature)  without prior  written  approval of
  LANDLORD which shall not be unreasonably withheld.

  J. TENANT shall not install or authorize the installation of any coin operated
  vending machines, except for the dispersing of cigarettes, coffee, and similar
  items to employees of TENANT for consumption upon the demised premises.

  K.  TENANT  shall  comply  with such rules and  regulations  as  LANDLORD  may
  reasonably establish,  and from time to time reasonably amend, for the general
  safety,  comfort and  convenience  of LANDLORD,  occupants  and tenants of the
  Building.



                                      -3-
<PAGE>





VI. SERVICES:
    ---------
 LANDLORD AGREES THAT it shall:

A. Provide passenger elevator service to the demised premises during all working
days  (Saturdays,  Sundays and Holidays  excepted) from 8:00 a.m. to 11:00 p.m,,
with one elevator subject to call at all other times.  TENANT, its employees and
agents  shall have  access to the  demised  premises  at all  times,  subject to
compliance  with such security  measures as shall be in effect for the Building.
The Holidays  above  referred to are New Year's Day, Good Friday,  Memorial Day,
July 4th, Labor Day, Thanksgiving,  Christmas, or any day set aside to celebrate
such holidays.

B. Provide and pay for all normal and usual cleaning, janitorial and maintenance
services  Monday  through  Friday  inside the  Leasehold  premises  and  demised
premises.

C.  Provide and pay for all water for  drinking,  lavatory  and toilet  purposes
drawn through fixtures installed by the LANDLORD.


D. TENANT shall not install or operate in the demised  premises any electrically
operated  equipment or other  machinery,  other than  typewriters,  photocopying
equipment,  adding  machines,  computers,  printers,  and  other  machinery  and
equipment  requiring  no more than  1101120  volts and  normally  used in modern
offices,  or any plumbing  fixtures,  without first  obtaining the prior written
consent of LANDLORD which shall not be unreasonably  withheld.  TENANT shall not
install any equipment of any kind or nature  whatsoever which would  necessitate
any  changes,  replacements  or  additions  to the water,  to the water  system,
plumbing system, air conditioning  system or the electrical system servicing the
demised  premises or any other portion of the Building without the prior written
consent of the LANDLORD  which shall not be  unreasonably  withheld,  and in the
event such consent is granted, such replacements,  changes or additions shall be
paid for by the TENANT.  TENANT is  responsible  to pay for its own  electricity
consumed for the  leasehold  premises and arrange  directly with Florida Power &
Light Company to open an account.

It is  understood  that the  LANDLORD  does not warrant that any of the services
referred to in this  paragraph  "D" will be free from  interruption  from causes
beyond the control of LANDLORD.  No  interruption  of service(s)  (except for an
explosion,  a  hurricane  or other  Act of God which  damages  or  destroys  the
premises), shall be deemed an eviction or disturbance thereof or render LANDLORD
liable to TENANT for damages by abatement of rent or otherwise or relieve TENANT
from  performance of TENANT's  obligations  under this lease,  unless  LANDLORD,
after reasonable  notice,  shall without reasonable cause fail or refuse to take
action within its control to restore such service(s).


                                      -4-
<PAGE>



VII. SUBLETTING/ASSIGNING:

TENANT shall  neither  voluntarily  nor by operation of law,  assign,  transfer,
mortgage,  pledge,  hypothecate or encumber this lease, and shall not sublet the
said demised premises or any part thereof or any right or privilege  appurtenant
thereto,  or suffer  any other  person  (the  employees,  agents,  servants  and
invitees  of TENANT  excepted)  to occupy or use said  premises,  or any portion
thereof without the prior written  consent of LANDLORD,  which consent shall not
be unreasonably withheld by the LANDLORD provided that:

A. The  LANDLORD  shall have the option to refuse to consent to any  sublease or
assignment. However, such refusal shall not be unreasonable.

B. At the option of  LANDLORD,  there  shall be  deposited  with  LANDLORD  such
additional sums as LANDLORD deems  necessary to secure the faithful  performance
of the  terms and  conditions  of this  lease.  Any such  additional  sums to be
deposited by TENANT shall be commercially reasonable.

C. The  LANDLORD  shall be entitled  to require  the parties to any  sublease or
assignment to execute any  documents  LANDLORD  deems  necessary or desirable to
reasonably safeguard its interest.

D. The LANDLORD  may, at LANDLORD's  option,  require any sublease or assignment
include therein such terms, conditions, covenants as LANDLORD deems necessary to
safeguard  LANDLORD's  interest.  Any  such  terms,  conditions,   or  covenants
the,LANDLORD  deems  necessary  to safeguard  the  LANDLORD's  interest  must be
commercially reasonable and customary.

E.Prior to any assignment and subletting becoming effective,  TENANT must submit
to LANDLORD the document  effectuating the transfer of interest,  for LANDLORD's
approval and execution thereof.

F. If this lease is  assigned,  or the demised  premises or any part  thereof is
underlet or occupied by anybody  other than  TENANT,  the  LANDLORD  may,  after
default by the TENANT,  collect and accept from the  assignee,  undertenant,  or
occupant  and apply the net amount  collected  or  accepted  to the rent  herein
reserved,  but no such collection or acceptance shall be deemed a waiver of this
covenant or the acceptance of the assignee,  undertenant,  or occupant as TENANT
nor shall it be  construed  or implied  to be, a release of the TENANT  from the
further  observance  and  performance  by the TENANT of the  terms,  provisions,
covenants and conditions of this lease.

VIII. CERTAIN RIGHTS OF LANDLORD AS TO THE PREMISES:
      ----------------------------------------------


A. For the  purpose  of making  repairs  or  alterations  in any  portion of the
Building of



                                       _5_



<PAGE>





which the demised premises form a part,  LANDLORD may use or restrict the use of
one or more of the street entrances,  halls,  passageways,  and elevators of the
said Building,  provided,  however, that there be no unnecessary  obstruction to
the right of entry to the demised premises.

B. LANDLORD may at any time change the number of the Building,  remodel or alter
the Building,  or any portion thereof not occupied by TENANT, and the same shall
not constitute a constructive, actual, total or partial eviction.

IX. SUBORDINATION. LIABILITY OF LANDLORD. ATTORNMENT:
    -------------------------------------------------
A.  Subordination.  This  lease  is  and at  all  times  shall  be  subject  and
subordinate  to all  present  and future  mortgages  which may effect the leased
premises,   and  to  all  recastings,   renewals,   extensions,   modifications,
consolidations,  replacements,  and  extensions  of any such  mortgage(s)  . The
foregoing shall be  self-operative  and no further  instrument of  subordination
shall be required by LANDLORD or any  mortgagee(s).  If any mortgagee comes into
possession or ownership of the leased premises,  or acquires LANDLORD'S interest
by  foreclosure  of the  mortgage(s)  or  otherwise,  TENANT  will attorn to the
mortgagee,  provided that said mortgagee and its successors and assigns shall be
bound to honor the terms of this lease. So long as TENANT, or its successors, is
not in default of any of the terms,  covenants and conditions on the part of the
TENANT to be observed and performed under this lease as would permit LANDLORD to
terminate the lease, TENANT, or its successors or assigns,  shall be entitled to
remain in  exclusive  possession,  occupation,  use and  enjoyment of the leased
premises and said mortgagee  shall not disturb the possession,  occupation,  use
and enjoyment thereof.

B. In event of any default by LANDLORD.  In the event of any default by LANDLORD
hereunder,  TENANT shall look only to LANDLORD's estate and property in the land
and the  Building (or the proceeds  thereof)  for the  satisfaction  of TENANT's
remedies for the collection of a judgment (or other judicial process)  requiring
the payment of money by LANDLORD,  and no other  property  assets of LANDLORD or
its partners or principals,  disclosed or undisclosed, shall be subject to levy,
execution  or other  enforcement  procedure  for the  satisfaction  of  TENANT's
remedies under or with respect to this lease,  the  relationship of LANDLORD and
TENANT, or TENANT's use or occupancy of the demised  premises.  The liability of
LANDLORD or its assigns  shall exist only so long as such person is the owner of
the leasehold of the subject real estate,  and such liability shall not continue
or survive after the transfer of ownership of said leasehold by LANDLORD.

C.  Notice of  Breach by  LANDLORD:  Right to Remedy  Breach  Prior to Action by
TENANT. TENANT agrees that in the event of any act or omission by LANDLORD which
would give  TENANT  aright to  terminate  this lease or claim a partial or total
eviction,  TENANT shall not be entitled to exercise  any such right  until:  (1)
TENANT has given written notice of such act or omission to LANDLORD, and (2) A



                                       -6-


<PAGE>





reasonable  period (defined as thirty (30) days) for commencing the remedying of
such act or omission shall have elapsed  following the giving of such notice.  A
reasonable  period of time to remedy  such act or  omission  by the  LANDLORD is
defined as thirty  (30) days.  TENANT has the right to  commence  and effect the
remedy for the LANDLORD's act or omission,  make the repairs and/or  corrections
and be reimbursed by the LANDLORD.

TENANT  shall not have a right to  terminate  this  lease or claim a partial  or
total eviction if within a reasonable  time after notice of such act or omission
the  LANDLORD or holder of  mortgage or major  lessor  shall  commence  and with
reasonable  diligence  continue to remedy such act or omission or cause the same
to be  remedied  as defined  above.  During  the  period of such  notice and the
remedying of such act or omission,  the rents recited herein shall be abated and
apportioned  to the  extent  that  any  part of the  demised  premises  shall be
untenable.

X. HOLDING OVER:

If the TENANT  retains  possession  of the demised  premises or any part thereof
after the  termination of the term or any extension  thereof by lapse of time or
otherwise,  TENANT shall pay  LANDLORD  rent at double the rate payable over the
year immediately preceding the said holdover,  computed on a per month basis and
pro rated per day of holdover,  for the time TENANT thus remains in  possession.
The provisions of this paragraph do not waive the LANDLORD's right of reentry or
any other right  hereunder.  Any  retention  of the demised  premises  after the
termination  of this lease or any  extension  thereof  shall be  considered as a
month to month holdover unless otherwise agreed to in writing by both parties.

XI. REMEDIES CUMULATIVE:

The various rights,  remedies,  powers and elections of both LANDLORD and TENANT
reserved,  expressed  and contained in this lease are  cumulative  and no one of
them  shall be deemed  exclusive  of others or of such other  rights,  remedies,
powers,  options or  elections as are now, or may  hereafter  be conferred  upon
LANDLORD and TENANT by law. `

XII. NO WAIVER BY LANDLORD OR TENANT UNLESS IN WRITING:
    --------------------------------------------------


No waiver by LANDLORD or TENANT of any provision  hereof shall be deemed to have
been made unless such waiver be in writing  signed by both  LANDLORD and TENANT.
The failure of LANDLORD  or TENANT to insist upon strict  performance  of any of
the  covenants or  conditions  of this lease,  or to exercise any option  herein
conferred, shall not be construed as waiving or relinquishing for the future any
such covenants,  conditions or options, but the same continue and remain in full
force and effect.  No act of LANDLORD,  TENANT or their respective agents during
the term hereof  shall be deemed an  acceptance  of a  surrender  of the demised
premises

                                       -7-



<PAGE>



unless made in writing and personally subscribed by LANDLORD and TENANT, neither
shall the delivery of the keys to the demised  premises by TENANT to LANDLORD or
its agent be deemed a surrender and acceptance  thereof. No payment by TENANT of
a lesser  amount than the monthly rent herein  stipulated  shall be deemed to be
other than on  account of the  stipulated  rent.  In the event a late  charge is
assessed,  LANDLORD's  acceptance of the rent without payment of the late charge
will not be deemed a waiver of LANDLORD to enforce payment of the late charge at
some time in the future and will be considered to be on account.

 XIII. NOTICES:

All  notices  shall be in writing.  Any notice by  LANDLORD  to TENANT  shall be
deemed duly given if either delivered personally to TENANT or sent by registered
or  certified  mail,  addressed  to TENANT at the  Building in which the demised
premises  are  situated  (or such  address as may  hereafter  be  designated  by
TENANT).  Likewise,  any notice by TENANT to LANDLORD shall be deemed duly given
is delivered  personally to LANDLORD or sent by  registered  or certified  mail,
addressed to LANDLORD at Towers of Coral Springs,  LTD., 2825 University  Drive,
Suite 350,  Coral  Springs,  Florida  33065 (or such address as may hereafter be
designated by LANDLORD).

XIV. RULES AND REGULATIONS:

TENANT,  its agents,  employees  and all persons  visiting the demised  premises
agree to observe and comply  with the rules and  regulations  annexed  hereto as
Exhibit B and such other rules and  regulations as LANDLORD may reasonably  from
time to time deem reasonably needful and prescribed for the reputation,  safety,
cleanliness,  and care of the Building as well as for reasonable preservation of
good order,  comfort,  quite and convenience of other occupants of the Building,
and  compliance  with such  rules and  regulations  shall be deemed as terms and
conditions  of this  lease.  LANDLORD  shall not be  liable  to  TENANT  for the
violation  of any of the said  rules  and  regulations  by any  other  Tenant or
person.

XV. PLANS AND CHANGES IN PLANS:

It is understood that any dimensions or sizes on either working or renting plans
are mere  approximations  and whether  such plans are attached or made a part of
this lease or not,  LANDLORD  shall not be liable,  and this lease  shall not be
voidable  because   exigencies  arising  during   construction,   alteration  or
preparation for TENANT's occupancy result in changes not indicated in the plans.

XVI. OPTION TO EXTEND:
     ------------------

In order to exercise the following option to extend this lease at the same terms
except the rent will increase to $3.00 US (three dollars US) per rentable square
foot,

                                       -8-



<PAGE>





TENANT must,  within the indicated time periods  mentioned  below,  send written
notice to LANDLORD of its  intention to exercise the option to extend.  A. First
Extension  Term.  On or before six (6)  months  prior to the  expiration  of the
initial  term  hereof  TENANT  shall have the option to extend this lease for an
additional  term up to two (2) years.  Failure of TENANT to notify  LANDLORD  in
writing,  at least three (3) months prior to the expiration of the initial term,
that TENANT thereby  exercises said option to extend,  shall constitute a waiver
of TENANT's option to extend.

XVII. NO WARRANTIES OR REPRESENTATIONS EXCEPT AS STATED HEREIN:
      ---------------------------------------------------------

This lease and the attachments  hereto  constitute the entire agreement  between
the parties as drafted by LANDLORD,  and  supercedes  all prior  agreements  and
understandings  of  the  parties.  No  other  warranties,   representations,  or
commitments shall be deemed binding upon the parties hereto.

XVIII. CHANGES, MODIFICATIONS, AMENDMENTS AND INTERPRETATIONS:

The terms, provisions and conditions set forth in this lease agreement shall not
be  changed,  modified,  amended,  added to, or  interpreted  except by  written
agreement signed by the parties hereto or their successors or assigns;  and said
written agreement shall set forth in detail the particular terms, provisions, or
conditions involved, the changes to be made, and the intended effect thereof.

XIX. INSPECTION, EXAMINATION AND ENTRY:
     ----------------------------------


LANDLORD,  its agents and workmen  shall have the right to enter the premises at
any time to examine the same, and make such repairs, alterations or improvements
in the Building as LANDLORD may in its sole reasonable discretion deem necessary
or  desirable.  LANDLORD may enter the premises  during an emergency at any hour
without TENANT being personally  present and shall give TENANT a written account
of the entry and the reason  therefore within  twenty-four (24) hours.  LANDLORD
may display "For Rent" signs upon the demised  premises when deemed  appropriate
by LANDLORD.  IF during the last month of the term TENANT shall have removed all
or substantially  all of TENANT's  property,  LANDLORD may immediately enter the
premises and prepare them for any future tenant. Furthermore, LANDLORD may allow
such  future  tenant to occupy the  demised  premises.  These acts shall have no
effect  upon  TENANT's  obligations  under this  lease and  TENANT  shall not be
entitled to an abatement or diminution of rent as a result thereof,  except that
in such event  such  future  tenant  makes any  payment  for the period up until
expiration  of this lease  TENANT shall be entitled to a credit to the extent of
such payment.

                                       -9-


<PAGE>



XX. DEFAULT, ATTORNEY'S FEES AND COSTS:
    -----------------------------------
In the event of default by tenant,  LANDLORD shall serve TENANT with a three (3)
day notice to cure the default. If TENANT fails to cure the default within three
(3) days,  LANDLORD has the right to  terminate  said lease and  accelerate  the
lease  payments  remaining  for the balance of the lease term and pursue all its
remedies at law. TENANT shall also be liable for LANDLORD's  attorney's fees and
costs to enforce the terms of the lease.

IN WITNESS  WHEREOF,  the respective  parties hereunto set their hands and seals
and/or affix their  corporate  seals,  and cause these present to be executed by
their duly  authorized  officers  and/or  representatives,  in  Broward  County,
Florida,  in the presence of the  following  witnesses,  who hereunto  subscribe
their names this 13 day of March, 2000.


WITNESSES                                                    LANDLORD
As to Landlord:                                     Towers of Coral Springs, LTD

/s/ Signature not Legible                           By: /s/Signature not Legible

                                                   The Corporate General Partner
/s/ Signature not Legible                          S. Howard Orner, President


WITNESSES:                                                     TENANT
As to Tenant                                               E-PAWN.COM, INC.

/s/ Signature not Legible                                   By:/s/ Eli Leibowitz
                                                        Eli Leibowitz, President
/s/ Signature not Legible



<PAGE>

                                   Exhibit A

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                                     p. 12



<PAGE>




                                   EXHIBIT "B"
                              RULES AND REGULATIONS

     (Any reference to a tenant in these Rules and Regulations will also include
     (unless the  context  makes such  reference  inappropriate)  that  tenant's
     agents, servants, employees, licensees, invitees and visitors)

         1. The sidewalks,  entrances,  vestibules,  passages, corridors, halls,
elevators  and  stairways may not be obstructed or cluttered by any Tenant or be
used for any  purpose  other than for access to the Demised  Premises.  Landlord
reserves  the right to restrict  and regulate the use of the public areas of the
Building by Tenant,  allocate certain elevator or elevators and the hours of use
thereof for  delivery  service,  and to  designate  which  Building  entrance or
entrances must be used by persons making deliveries in the Building.

          2. No curtains,  blinds, shades or screens, other than those furnished
 by Landlord,  may be used in connection  with any window or door in the Demised
 Premises without the prior written consent of Landlord. Such curtains,  blinds,
 shades,  screens or other  fixtures must be of a quality type design and color,
 and attached in the manner approved by Landlord.

          3.  Tenants may not display any signs or  lettering  on any windows in
  their  premises  or in the  common  areas  without  Landlord's  prior  written
  consent. Landlord may remove any sign or lettering violating this rule without
  any  liability,  and may charge (as additional  rent) the expense  incurred by
  such removal to the Tenant or Tenants  violating this rule.  Interior signs on
  doors or adjacent  sidelights will be affixed for each tenant by Landlord,  at
  the expense of such Tenant,  and must be of a size, color and style acceptable
  to Landlord.

           4. A Building  Directory  with one  listing  for each  tenant will be
  furnished at Landlord's  expense.  Any additional listings will be at the sole
  expense of the Tenant requesting same.

           5. The windows,  doors and skylights  that reflect or admit light and
  air into the common areas in the Building may not be covered or  obstructed by
  any Tenant.

           6. The water  fountains,  toilets and  lavatories  and other plumbing
  fixtures  may not be used for any purpose  other than those for which they are
  constructed  and no  sweeping,  rubbish,  or other  substances  may be  thrown
  therein..  All damages  resulting from any misuses of the fixtures will be the
  responsibility of the tenant who caused the damages.


<PAGE>




         7. Tenants may not move or in any way deface any part of their premises
or the Building including,  but not limited to, partitions,  woodwork and walls.
No  boring,  cutting  or  stringing  of  wires  will be  permitted  without  the
Landlord's  prior  written  consent,  which  consent  shall not be  unreasonable
withheld and as Landlord may reasonably  direct.  Only  contractors  approved in
writing by Landlord may be employed by any tenant for making repairs, changes or
any  improvements to its premises.  Tenant may not lay floor covering other than
carpet,  so that the same will come in  direct  contact  with the floor of their
premises,  and, if linoleum or other similar floor covering is desired (and such
use is approved by Landlord), an interlining of builder's deadening felt must be
first affixed to the floor, by a paste or other material  soluble in water.  The
use of cement or other similar adhesive materials is expressly prohibited. Metal
cabinets on tile floors must be set on noncorrosive pads.

          8. No bicycles,  vehicles or animals (except  seeing-eye  dogs) of any
 kind  may be  brought  into or kept in or about  the  Tenants  premises  or the
 Building.

          9.  No  space  in  the  Building  may  be  used  for  the  storage  of
 merchandise,  or for the sale of merchandise,  goods or property of any kind at
 auction  without the prior  written  consent of the  Landlord,  or for lodging,
 sleeping or any immoral purposes.

           10. No Tenant may make, or permit to be made, any  disturbing  noises
  or disturb or interfere  with  occupants of this or  neighboring  buildings or
  premises or those having  business with them. No Tenant may throw anything out
  of doors, or down the passageways, stairs or elevator shafts or sweep anything
  into the corridors, hallways or stairs of the Building.

           11.  No  additional  locks or bolts of any kind may be used on any of
  the doors by any tenant,  nor may any changes be made in existing locks or the
  mechanism  thereof without the prior written consent of landlord.  Each Tenant
  must,  upon the  termination  of its tenancy,  return to Landlord all keys and
  Building security passes and cards either furnished to, or otherwise  obtained
  by such Tenant.  if any keys furnished are lost, such Tenant will pay Landlord
  the cost of replacement.

           12.  Landlord will have the right to prohibit any  advertising by any
  Tenant which,  in Landlord's  opinion,  tends to impair the  reputation of the
  Building or its desirability as a building for offices and upon written notice
  from  Landlord,  tenants will refrain from or  discontinue  such  advertising.
  Tenants may not use the name of the  Building or its owner in any  advertising
  without the express written consent of Landlord.

                                        2


<PAGE>




     13.  TEnants  may not  install  or permit  the  installation  or use of any
vending  machines,  or permit the  delivery  of any food or  beverages  to their
premises  except for the  consumption  by its employees  essentials.  No food or
beverages  may be carried in the common areas of the  Building  except in closed
containers. No food or beverages may be consumed in public areas of the Building
or the grounds of the property.

     14. Each Tenant,  before closing and leaving its premises at anytime,  must
see that its entrance  doors are closed and locked,  and that Building  security
regulations are followed.

     15. Each Tenant,  at its own expense,  will  provide  artificial  light for
Landlord's  employees  while doing  janitorial  service or other cleaning and in
making repairs or alterations  in such Tenant's  premises.  Landlord will not be
responsible  to any Tenant for loss of property from the Tenant's  premises,  no
matter how the loss occurs, or for damage done to the furniture or other effects
of any Tenant by Landlord's agents,  other janitors,  cleaners or employees,  or
contractors doing work in the Tenant's premises.

     16. Canvassing,  soliciting and peddling are prohibited in the Building and
each Tenant will cooperate to prevent the same.

     17. Hand  trucks,  other than those  equipped  with  rubber  tires and side
guards,  may not be used in any  tenant's  premises,  or in common  areas of the
building.

     18. Without  limiting any other  provisions of this Lease,  including these
Rules and Regulations, no Tenant may install, attach, or bring into its premises
any instrument, duct, refrigerator,  air conditioner,  water cooler or any other
appliance  requiring the use of gas,  electric  current or water,  without first
obtaining  Landlord's  written  consent which consent shall not be  unreasonably
withheld or delayed.  Any breach of this paragraph  will  authorize  Landlord to
enter the  premises  and remove  whatever  the  Tenant,  may have so  installed,
attached or brought in and charge the cost of removal and any damage that may be
sustained hereby, as additional rent, payable at Landlord's option,  immediately
or with the next rental payment.

     19.  Business  hours  are  defined  in  section  XX of  the  Lease.  During
nonbusiness  hours,  Landlord  reserves the right to deny access to the Building
and any Tenant's  premises to all persons who do not have written  authorization
from  the  Tenant.   Tenant  shall  be  responsible  for  the  safeguarding  and
utilization  of access cards  provided by Landlord to the Tenant for purposes of
obtaining  access to the building  outside of normal business hours;  lost cards
will be replaced by the Landlord at a minimum of $10.00 per card. Each Tenant is
responsible for all persons authorized to have access to

                                        3


<PAGE>






the  Building  and will be liable to Landlord  for all of their acts or neglects
while in the Building  during  nonbusiness  hours to sign a register on entering
and leaving.

     20.  Safes  and/or  other heavy items may be brought  into the  Building or
located in any Tenant's  premises only with  Landlord's  prior  written  consent
which  consent shall not be  unreasonably  withheld or delayed and in accordance
with Paragraph II of the Lease.

     21. No Tenant at any time may bring or keep in its premises any  flammable,
combustible or explosive fluid, chemical or substance.

     22. Tenants may not conduct any  restaurant,  luncheonette or cafeteria for
the sale or service of food or beverage to their employees or to others or cause
or  permit  any  odors  of  cooking  or  other   processes  of  any  unusual  or
objectionable odors to emanate from their premises.

     23.  Tenant's may park only in strict  compliance with all signs posted and
reasonable regulations issued by Landlord,  within spaces designated for parking
and not in such a manner as to block other parking  spaces,  driveways,  loading
areas or fire lanes.  All Tenants hereby  authorize  Landlord to remove from the
parking lot and/or parking garage any improperly parked vehicle, at the Tenant's
sole risk and expense.  Tenant's  understand that they are fully responsible for
assuring that their employees,  agents, licensees and visitors comply with these
parking rules,  will reimburse  Landlord for all costs and expenses  incurred in
enforcing To facilitate  security  arrangements and parking controls,  a list of
the  names of each  Tenant's  employees  working  in the  Building  and of their
vehicle license numbers will be furnished to Landlord upon request.

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