US UNWIRED INC
OFFICE LEASE
<DOCUMENT>
<TYPE>EX-10.36
<SEQUENCE>21
<FILENAME>dex1036.txt
<DESCRIPTION>OFFICE LEASE
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.36

                                  Office Lease

                                     Between

                                 US Unwired Inc.

                                       And

                                 Xspedius Corp.

                                    Building:

                                US Unwired Tower

                             Lake Charles, Louisiana

<PAGE>


                                Table of Contents

Article 1 - Defined Terms                                                      1

Article 2 - Leased Premises and Term                                           5
        2.1    Location                                                        5
        2.2    Term and Commencement Date                                      5
        2.3    Holding Over                                                    5

Article 3 - Rental                                                             6
        3.1    Base Rental                                                     6
        3.2    Operating Expenses - Tenant's Share                             6
        3.3    Operating Expense Statements                                    6
        3.4    Fractional Calendar Years                                       7
        3.5    No Set-Off                                                      7
        3.6    Late Payment                                                    7

Article 4 - Utilities and Other Services                                       7
        4.1    Services                                                        7
        4.2    Electricity                                                     8
        4.3    Keys and Locks                                                  9
        4.4    Signs                                                           9
        4.5    Parking                                                        10
        4.6    Telephones                                                     10

Article 5 - Use of Premises: Conduct of Business                              10
        5.1    Use and Occupancy                                              10
        5.2    Compliance with Insurance Policies                             10
        5.3    Compliance With Laws                                           10
        5.4    Rules of Building                                              11
        5.5    Entry for Repairs and Inspection                               11
        5.6    Nuisance, Waste, Defacing                                      11
        5.7    Dangerous Substances, Heavy Objects                            12
        5.8    Hazardous Material                                             12

Article 6 - Tenant's Property and Tenant's Changes                            13
        6.1    Part of Lease Premises                                         13
        6.2    Tenant's Property                                              13
        6.3    Removal by Tenant                                              13
        6.4    Alterations                                                    14
        6.5    Mechanics and Other Liens                                      14

Article 7 - Maintenance and Repairs                                           15
        7.1    Repairs to Building                                            15
        7.2    Repairs to the Leased Premises                                 15
        7.3    Condition of Leased Premises                                   15

<PAGE>

Article 8 - Casualty Damage, Eminent Domain and Restoration                   16
        8.1    Fire or Other Casualty                                         16
        8.2    Eminent Domain                                                 16

Article 9 - Indemnity, Liability and Insurance                                17
        9.1    Indemnity                                                      17
        9.2    Tenant's Liability Insurance                                   17
        9.3    Tenant's Property Insurance                                    17
        9.4    General Requirements of Tenant's Insurance                     17
        9.5    Mutual Waiver of Subrogation Right                             18
        9.6    Landlord's Property Insurance                                  18

Article 10 - Landlord's Covenant of Quiet Enjoyment                           18
        10.1   Peaceful Enjoyment                                             18

Article 11 - Assignment                                                       19
        11.1   Prohibition of Assignment                                      19
        11.2   Corporation, Partnership or Limited Liability Company          20

Article 12 - Default by Tenant                                                20
        12.1   Events of Default                                              20
        12.2   Landlord's Remedies                                            21
        12.3   Landlord's Right to Cure                                       23
        12.4   No Waiver                                                      23
        12.5   No Accord and Satisfaction                                     23
        12.6   Costs and Expenses                                             24
        12.7   Notice to Vacate                                               24

Article 13 - Assignments of Lease and Mortgages by Landlord                   24
        13.1   Landlord's Right to Mortgage                                   24
        13.2   Subordination                                                  24
        13.3   Attornment                                                     25
        13.4   Conveyance and Transfer of Landlord's Interest                 25
        13.5   Termination upon Transfer                                      25

Article 14 - Miscellaneous Provisions                                         26
        14.1   Limitation of Liability                                        26
        14.2   Tenant Certificates                                            26
        14.3   No Termination                                                 27
        14.4   Reimbursement for Legal Expenses                               27
        14.5   Force Majeure                                                  27
        14.6   Broker's Commissions                                           27
        14.7   Governing Law                                                  27
        14.8   Representation by Corporate Tenant                             27
        14.9   Headings and Index                                             28
        14.10  Partial Invalidity                                             28
        14.11  Successors and Assigns                                         28
        14.12  When Lease Becomes Binding                                     28
        14.13  Other Leases and Tenants                                       28

<PAGE>

        14.14  No Partnership                                                 28
        14.15  Manner of Giving Notice                                        28
        14.16  Rights of Tenant's Lender                                      29

<PAGE>

                                List of Exhibits

Exhibit   Title

A         Floor Plans

B         Existing Rules of Building

<PAGE>

                                      LEASE

     This lease is effective on the 1st day of October, 2000, between US Unwired
Inc. ("Landlord") and Xspedius Corp. ("Tenant").

                            Article 1 - Defined Terms

     When used herein, the following words and phrases shall have the indicated
meanings:

     Base Rental shall have the meaning ascribed thereto in Article 3.1.

     Building shall mean the eleven-story office and commercial building
designated as US Unwired Tower located at 901 Lakeshore Drive, Lake Charles,
Calcasieu Parish, Louisiana.

     Building Common Area shall mean those areas within the Building's
corridors, elevator foyers, lobbies, restrooms, mechanical rooms, janitorial
closets, security areas, vending rooms, postal facilities, telephone rooms and
electrical rooms, elevator mechanical rooms located above the elevator shafts
and other areas which are provided for the common use or benefit of all Building
tenants generally or the public generally but excluding any area occupied
exclusively by the Landlord for a purpose other than the operation of the
Building.

     Commencement Date shall mean October 1, 2000.

     Common Area Factor is stipulated to mean the percentage defined as such in
the definition of Leased Premises found in this Article 1, regardless of the
actual amount of Building Common Area or the actual relation of the Building
Common Area to the total Usable Area of the Building.

     Default shall mean any act, event, circumstance or occurrence which, with
the giving of notice or the passage of time, or both, would constitute an Event
of Default.

     Default Rate shall mean the rate of 1 1/2% per month, or the highest rate
allowed by law, whichever is less.

     Environmental Laws shall mean all Legal Requirements relating to injury to
or the protection of human health or the environment, including without
limitation all Legal Requirements pertaining to reporting, licensing,
permitting, investigation, remediation and removal of emissions, discharges,
releases or threatened release of hazardous materials, chemical substances,
petroleum or petroleum products, pollutants, contaminants or hazardous or toxic
substances, materials or wastes, whether solid, liquid or gaseous in nature,
into the environment or relating to the manufacture, processing, distribution,
use, treatment, disposal, storage, transportation or handling of hazardous
materials, chemical substances petroleum or petroleum products, pollutants,
contaminants or hazardous or toxic substances, materials or wastes, whether
solid, liquid or gaseous in nature.

     Event of Default shall mean any of the several events or occurrences
described in Article 12.1

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     Hazardous Materials shall mean any chemical, material, gas, vapor, energy,
radiation or substance (i) the presence of which requires or may hereafter
require modification, investigation or remediation under any applicable
Environmental laws; (ii) which is or becomes defined as a "hazardous waste"
"hazardous material" "hazardous substance" "controlled industrial waste"
"pollutant" or "contaminant" under any present or future Environmental Law
including without limitation the Comprehensive Environmental Response
Compensation and Liability Act (42 U.S.C. ((S) 9661 et seq.) and any other
applicable local statues and the regulations promulgated thereunder; or (iii)
which is toxic, explosive, corrosive, flammable, infectious, radioactive,
carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated under
any Environmental Law; (iv) the presence of which on the Lease Premises or in
the Building causes or threatens to cause a nuisance pursuant to applicable law
or poses or threatens to pose a hazard to the Leased Premises or the Building or
to the health or safety of persons or property on or about the Leased Premises
or the Building; (v) without limitation, which contains gasoline, diesel fuel or
other petroleum hydrocarbons or volatile organic compounds; (vi) without
limitation, which contains polychlorinated biphenyls or asbestos or urea
formaldehyde foam insulation; or (vii) without limitation which contains or
emits radioactive particles, waves or material, including radon gas.

     Lease shall mean this lease, as hereafter amended, modified, renewed,
extended, or reconducted from time to time.

     Lease Term shall mean the period of five (5) months following the
Commencement Date, and continuing thereafter on a month to month basis until
terminated by either party upon at least fifteen (15) days advance written
notice, or as otherwise provided herein.

     Leased Premises shall mean those premises located on the seventh (7th) and
eighth (8th) floors of the Building, depicted on the floor plan or plans that
have been signed by Landlord and Tenant and are attached hereto as Exhibit A.
The leased portion of the 8th floor comprises approximately 8,106 square feet of
Usable Area and to which has been allotted a common area factor of 15% (the
"Common Area Factor") for an aggregate area of 9,322 square feet. The 7th floor
comprises approximately 10,816 square feet, which includes the common areas of
the 7th floor (the Common Area Factor is not applicable to the 7th floor as
Tenant leases the entire floor). Thus, the total area of the Leased Premises is
20,138 square feet of rentable space (the "Rentable Area").

     Legal Requirements shall mean all laws, statutes, codes, acts, ordinances,
orders, judgments, decrees, injunctions, rules, regulations, permits, licenses,
authorizations, directions, restrictions and requirements of and agreements with
all courts and governmental authorities now or hereafter in effect and
applicable to the Leased Premises, the Building and land thereunder or any part
thereof, or any of the adjoining sidewalks, streets or ways.

     Normal Business Hours shall mean 7:00 a.m. to 6:00 p.m. Monday through
Friday, and 7:00 a.m. to 12 noon on Saturdays, the following holidays being
excepted: New Year's Day, July 4th, Labor Day, Thanksgiving Day, Christmas Eve,
Christmas Day and any local holiday generally celebrated by the closing of
businesses in the city in which the Building is located.

     Operating Expense Base shall mean the actual amount of Operating Expenses
incurred for calendar year 2000. In the event that the Building is less than 95%
occupied during calendar

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year 2000, as determined under generally accepted accounting principles
consistently applied, then the Operating Expense Base shall be "grossed up" to
that amount of Operating Expenses that, using reasonable extrapolations, would
have been incurred during calendar year 2000 had the Building been 95% occupied
during that calendar year. Landlord shall provide Tenant upon request with a
statement showing whether and how the Operating Expense Base is to "grossed UP.

     Operating Expense Excess shall mean, during any calendar year beginning
after December 31, 2000, an amount determined by subtracting the Operating
Expense Base from the sum of (i) Operating Expenses for that calendar year
consisting of taxes, utilities and any insurance premiums, and (ii) all other
Operating Expenses for that calendar year, provided, however, that the amount of
Operating Expenses other than taxes, utilities and insurance premiums included
under this clause (ii) shall in no event exceed 110% of the amount of such
Operating Expenses included in determining the operating Expense Excess for the
preceding calendar year.

     Operating Expense Rental shall mean Tenant's Pro Rata Share (adjusted as
provided in Article 3.4) of Operating Expense Excess.

     Operating Expenses shall mean all expenses, costs and disbursements of
every kind and nature, but excluding advertising rental commissions and capital
investment items except as hereinafter set forth, relating to, incurred, or paid
in connection with the ownership and operation of the Building, including but
not limited to:

     (a)  Wages and salaries of all persons directly engaged in the operation,
          maintenance, or access control for the Building, including taxes,
          insurance, and benefits relating their employment;

     (b)  Supplies, tools, equipment and materials used in the operation and
          maintenance of the Building;

     (c)  Maintenance and service agreements for the Building and the equipment
          therein, including but not limited to security service, window
          cleaning, elevator maintenance and janitorial service;

     (d)  Repairs and general maintenance excluding capital investment items
          (and also excluding repairs and general maintenance paid by proceeds
          of insurance, by Tenant, or by other third parties, and alterations
          attributable solely to specific tenants of the Building);

     (e)  Amortization of the cost of capital investment items which are
          installed for the purpose of reducing Operating Expenses or which may
          be required by applicable Legal Requirements. In the case of
          installations for the purpose of reducing Operating Expenses, Landlord
          at Tenant's request shall provide a cost justification showing that
          the anticipated reduction in Operating Expenses is greater than the
          annual amortization of the capital investment for such item. All such
          costs which related to the installation of capital investment items
          required by legal Requirements shall be amortized over the useful life
          of the capital

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          investment item, with the reasonable life and amortization schedule
          being determined in accordance with generally accepted accounting
          principles and in no event to extend beyond the reasonable life of the
          Building;

     (f)  Cost of all insurance relating to ownership and operation of the
          Building, and Landlord's personal property used therewith including,
          but not limited to, casualty, rental abatement and liability
          insurance; and

     (g)  All taxes, assessments and governmental charges, whether or not
          directly paid by Landlord, whether federal, state, parish or municipal
          and whether by taxing districts or authorities presently existing or
          subsequently created or otherwise, and any other taxes and state taxes
          on income, death taxes, or franchise taxes and taxes arising from
          Landlord's operation of its banking facilities. If at any time during
          the Lease Term, the present method of taxation or assessment shall be
          changed so that the whole or any part of the taxes assessments,
          governmental or charges now levied, assessed or imposed on real estate
          and the improvements thereof shall be discontinued as a substitute
          therefor, or as an addition thereto, one or more taxes, assessments,
          or governmental charges shall be levied, assessed or imposed wholly or
          partially as a capital levy or otherwise on the rents received from
          the Building or on the rents reserved herein, or any part thereof,
          then all such substitute and additional taxes, assessments, and
          governmental charges, to the extent so levied, assessed or imposed,
          shall be included within Operating Expenses. (Tenant shall be
          responsible for ad valorem taxes on Tenant's Property and its other
          personal property and on the value of the leasehold improvements in
          the Leased Premises to the extend that the same exceed Building
          standard allowances. If the applicable taxing authorities do not
          separately assess Tenant's leasehold improvements, Landlord may make a
          reasonable allocation of the ad valorem taxes assessed on the Building
          to give effect to the preceding sentence).

     Pro Rata Share, with respect to Tenant and at any time, shall mean a
fraction, the numerator of which shall be the Rentable Area of the Leased
Premises and the denominator of which shall be the then existing Rentable Area
of the building, as such fraction changes from time to time, whether or not such
Rentable Area is in fact rented.

     Rentable Area: (a) with respect to the Leased Premises, shall mean the
number of square feet defined as Rentable Area in the definition of Leased
Premises found in this Article 1: (b) with respect to another tenant's premises,
shall mean the number of square feet of rentable area stipulated in such other
tenant's lease, or, if no such stipulation is found in such other tenant's
lease, the amount of rentable area of such other tenant's space computed by
applying to the Usable Area of such other Tenant's space the common area factor
therein specified, or if none be so specified, the Common Area Factor specified
in this Lease; and (c) with respect to the Building, shall mean, at any time,
the then existing Usable Area of the building increased by a percentage equal to
the Common Area Factor.

     Tenant's Changes shall have the meaning ascribed thereto in Article 6.4.

     Tenant's Property shall have the meaning ascribed thereto in Article 6.2.

                                       4

<PAGE>

     Tenant-Related Parties shall mean (a) Tenant, its assignees, sublessees and
other successors in interest under this Lease; (b) their respective shareholders
and directors (if a corporation) and their constituent partners or members (if a
partnership or limited liability company); (c) their invitees, patrons,
customers, contractors, subcontractors, vendors and suppliers; (d) any employee,
servant, agent or licensee, concessionaire or representative of any person
described in clauses (a) through (c) above; or (e) any other person entering the
Building or the Leased Premises with the permission of or at the invitation of
Tenant or another Tenant Related Party or otherwise having business with Tenant
or with any other Tenant Related Party. In the even that a person enters the
Building for the purpose of calling upon more than one occupant, he shall be
deemed a Tenant-Related Party from the moment he enters the Leased Premises (or,
if he calls first upon Tenant, from the moment he enters the Building) until he
enters the premises occupied by another tenant or departs the Building,
whichever first occurs. A door-to-door solicitor, panhandler or other person who
enters the Leased Premises on an isolated basis without invitation and without a
good faith intention of purchasing goods or services from or otherwise
conducting business with a Tenant-Related Party shall not be considered a
Tenant-Related Party.

     Usable Area shall mean, (a) with respect to any leasable space within the
Building, the area determined by measuring (i) to the finished surface of the
office side of corridor walls and other permanent walls, to (ii) the center of
partitions that separate the space from adjoining leasable space; and (iii) to
the inside finished surface of the dominant portion of the permanent outer
building walls, with no deduction shall be made for columns and projections
necessary to the Building; and (b) with respect to the entire Building, and at a
particular time, the sum of the Usable Area of all then existing leasable space
within the Building, as then configured.

                      Article 2 - Leased Premises and Term

2.1  Location. Landlord hereby leases to Tenant, and Tenant hereby leases from
     Landlord, the Leased Premises for the Lease Term and upon the rental and
     the other terms and conditions hereinafter set forth. Tenant, its
     employees, agents and invitees shall have access to the Leased Premises 24
     hours per day, seven days per week. Outside Normal Business Hours, Landlord
     may restrict access by requiring persons to show proper identification and
     permission for access to the Leased Premises.

2.2  Term and Commencement Date. The term of this Lease shall be for the Lease
     Term commencing on the Commencement Date, unless sooner terminated as
     herein provided or by law. If Landlord shall be unable to give Tenant
     possession of the leased Premises on the anticipated Commencement Date, and
     provided Tenant is not responsible for such delay, the Commencement Date
     shall be deferred for a period of time equal to the period of such delay
     caused by Landlord, but not by Tenant. The validity of this Lease shall not
     be affected by such delay, and landlord shall incur no liability to Tenant
     because of Landlord's failure to deliver possession of the Leased Premises
     on the originally anticipated Commencement Date. When Landlord has
     determined the actual Commencement Date, Landlord and Tenant shall execute
     a supplement to this Lease setting forth the Commencement Date and
     expiration date hereof.

2.3  Holding Over. If Tenant shall fail to vacate the entirety of the Leased
     Premises on or before the date of expiration or earlier termination hereof,
     and Tenant's possession is

                                       5

<PAGE>

     without the consent of Landlord given in writing prior to such expiration
     or earlier termination, Tenant hereby agrees to pay, for each day during
     which Tenant's occupancy continues, an amount equal to 150% of all rental,
     prorated on a daily basis, which Tenant was obligated to pay during the
     last full calendar month preceding such expiration or termination. Such
     sums shall be considered as liquidated damages in payment of damages
     suffered by Landlord by reason of such holding over. In such event Tenant
     shall be considered as a tenant from month to month and no other tenancy
     shall be created by law or otherwise, and during such holdover period
     Tenant shall remain bound to each of Tenant's obligations hereunder (and,
     toward that end, the term "Lease Term", as used herein shall include such
     holdover period for purposes of determining Tenant's obligations under this
     Lease). The acceptance of rent by Landlord shall not extend the Lease Term
     or otherwise rebut the provisions of this Article.

                               Article 3 - Rental

3.1  Base Rental. Tenant hereby agrees to pay a base rental ("Base Rental") in
     the amount of $22,034.33 per month, subject to adjustment as herein
     provided, commencing on the Commencement Date and continuing thereafter
     throughout the Lease Term. Base Rental shall be due and payable on the
     first day of each calendar month in advance without notice, demand, set-off
     or counterclaim. If the Lease Term commences on other than the first day of
     a calendar month or terminates on other than the last day of a calendar
     month, then the installments of Base Rental for such fractional months
     shall be prorated on a daily basis and the installment or installments so
     prorated shall be paid in advance.

3.2  Operating Expenses - Tenant's Share. Beginning with calendar year 2001 and
     continuing thereafter for each subsequent calendar year during the Lease
     Term, Tenant agrees to pay, as Operating Expense Rental, in equal monthly
     installments along with payments of Base Rental, its Pro Rata Share
     (adjusted as provided in Article 3.4) of Operating Expense Excess. At any
     time during the Lease Term, but no later than thirty (30) days prior to the
     date a Base Rental payment is due, Landlord may deliver to Tenant a written
     estimate of the Operating Expense Rental, which may be reasonably
     anticipated hereunder, and Tenant agrees to pay same in equal monthly
     installments for the remainder of the then current calendar year, and
     thereafter until Landlord shall have submitted another written estimate to
     Tenant. Tenant's liability for Operating Expense Rental shall commence on
     the first day of the month following that in which Operating Expense Excess
     is first incurred.

3.3  Operating Expense Statements. A statement showing actual Operating Expenses
     and Tenant's Pro Rata Share of Operating Expense Excess shall be prepared
     by Landlord and delivered to Tenant within ninety (90) days after the end
     of any calendar year in which estimated Operating Expense Rental was paid
     or became due by Tenant under the provisions hereof. Within thirty (30)
     days after delivery of the statement, Tenant shall pay to Landlord the
     amount of any additional Operating Expense Rental shown thereon as due and
     unpaid. If Tenant's payments of estimated Operating Expense Rental shall
     have exceeded Tenant's actual liability for Operating Expense Rental,
     Landlord shall credit the amount of the excess to the installment(s) of
     estimated Operating Expense Rental next becoming due, provided that no
     Default is in existence. Tenant shall have 60 days from the date that
     Landlord delivers to Tenant the Operating Expense statement

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<PAGE>

     within which to perform, at Tenant's expense and during Landlord's normal
     business hours, an audit of Landlord's books and records with respect to
     the computation of Operating Expense for the year with respect to which the
     statement was issued.

3.4  Fractional Calendar Years. If the Commencement Date shall occur on a date
     other than January 1 or if this Lease should expire or terminate on a date
     other than December 31, then, for purposes of computing Tenant's liability
     for Operating Expense Rental during the fractional calendar year in which
     the Commencement Date occurs and that in which this Lease expires or
     terminates, Tenant's Pro Rata Share shall be adjusted by multiplying it by
     a fraction the numerator of which is the number of days during which this
     Lease was in effect during such fractional calendar year and the
     denominator of which is 365.

3.5  No Set-Off. All rent shall be payable by Tenant to Landlord without
     deduction, set-off, abatement or diminution except as otherwise
     specifically set forth in this Lease, and Tenant hereby expressly waives
     the benefits of any and all laws permitting Tenant to claim a set-off
     against rent for any cause whatsoever.

3.6  Late Payment. In the event any Base Rental, Operating Expense Rental or
     other sums becoming due hereunder by Tenant to Landlord are not paid in
     full when due (whether by acceleration or otherwise), such sums shall bear
     interest from the date due until paid at the Default Rate.

                    Article 4 - Utilities and Other Services

4.1  Services. Landlord shall furnish the following services to Tenant while
     occupying the leased Premised provided no Default is in existence:

     A.   Tempered domestic water at those points of supply provided for general
          use of other tenants in the Building;

     B.   Subject to curtailment by legal Requirements, central heat and air
          conditioning in season in such temperatures and in such amounts as are
          considered by landlord to be standard in a first class office building
          in the city wherein the Building is located.

     C.   Electric lighting service for all service areas and Building Common
          Areas in the manner and to the extent deemed by landlord to be
          consistent with the standards of a first class office building;

     D.   Janitorial service on a five day week basis in a manner consistent
          with the standards of a first class office building; provided,
          however, if Tenant's floor coverings or other improvements are other
          than Building standard, Tenant shall pay actual additional cleaning
          costs attributable thereto, if any, plus 15% overhead;

     E.   Equipment and personnel to limit access to the Building outside Normal
          Business Hours, provided, however, that Landlord shall have no
          responsibility or liability

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<PAGE>

          to Tenant, any Tenant-Related Party or to anyone who may claim by or
          through Tenant or any Tenant-Related Party for any loss, claim or
          damage arising out of theft, burglary, assault or other injury to
          persons or property caused by persons gaining access to the Building
          or the Leased Premises, and Tenant hereby releases Landlord from any
          and all liability relating thereto and further covenants not to sue or
          bring any action against landlord arising therefrom.

     F.   All Building standard fluorescent bulb replacement and incandescent
          bulb replacement in service areas, Building Common Areas and the
          Leased Premises,

     G.   Non-exclusive passenger elevator service in common with others during
          Normal Business Hours subject to such rules and regulations as may be
          established from time to time by Landlord;

     H.   Extermination and pest control, where necessary.

To the extent that services described above require electricity, gas and water
supplied by a public utility company, Landlord's obligation shall be to use
reasonable efforts to cause the applicable public utility company to furnish the
same. Failure by Landlord to furnish the services described in this Article 4 to
any extent, or any cessation thereof, shall not render Landlord liable in any
respect for damages to either person or property and such failure shall not be
construed as an eviction of Tenant, or permit an abatement of rent, or relieve
Tenant from fulfillment of any convenant or agreement hereof. Should any
equipment or machinery, for any cause, cease to function properly Tenant shall
have no claim for abatement of rent or damages on account of interruption of
services resulting therefrom, provided, however landlord shall use diligent
efforts to properly repair or replace such equipment or machinery and to restore
the services.

4.2  Electricity

     A.   Landlord shall, subject to interruptions beyond its control, permit
          Tenant to have access to and use of the utility services (including
          electricity and water) serving the office section of the Building,
          provided that Tenant does not overload the capacity of any of said
          utilities. All costs and expense of any such utility service consumed
          in or by the Leased Premises shall be included in Operating Expenses.
          Electrical service over and above normal electrical service necessary
          to operate Tenant's electrodata processing machines, computers and
          similar machines requiring separate and/or dedicated circuits and for
          water and/or chilled water required to operate HVAC systems necessary
          to heat and cool the area housing. said machines shall be conclusively
          presumed beyond normal electrical service, and shall be installed,
          maintained and provided at the cost of Tenant.

     B.   Landlord shall have the right to require that the utilities provided
          to any one or more floors of the Building be separately metered,
          sub-metered, or test metered on a tenant-by-tenant or floor-by-floor
          basis and to install meters for that purpose. Such installation will
          be at Landlord's costs.

     C.   Upon the installation of any such meters on any of the full floors
          forming part of the Leased Premises, Tenant shall pay to landlord, or
          directly to the applicable

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<PAGE>

          utility company if required by Landlord, monthly as billed, all
          charges for utilities separately metered or sub-metered with respect
          to such full floor.

     D.   Upon the installation of any such separate meters, or sub-meters on
          any of the partial floors forming part of the Leased Premises, Tenant
          will pay to Landlord or directly to the applicable utility company if
          required by Landlord, monthly as billed, its proportionate share of
          all charges, determined by survey or other apportionment among tenants
          on the floor for which such utilities are separately metered or
          sub-metered as aforesaid (apportioned on the basis of their respective
          Rentable Areas of space).

     E.   Appropriate adjustments will be made in Tenant's Base Rental and the
          Operating Expense Base to reflect direct payment by Tenant of utility
          charges. The amount of the reduction shall be calculated by using the
          cost of utilities included in the Operating Expense Base. The
          reduction shall be based upon the utility charge actually paid
          directly by Tenant to the utility company.

     F.   If the utilities of another tenant in the Building shall become
          separately metered and thereafter the other tenant should make direct
          payment to the applicable utility company, then the Operating Expense
          Base shall be reduced by the amount separately metered.

     G.   If any of the utilities or services supplied to the leased Premises
          are substantially interrupted for a reason other than the negligence
          or willful misconduct of Tenant or any other Tenant-Related Party,
          Tenant shall be entitled to an abatement of Base Rental during the
          period commencing on the fourth consecutive business day of the
          interruption and ending when the utilities and/or services are
          substantially restored.

4.3  Keys and Locks. Landlord shall furnish Tenant with keys to the Building
     standard corridor doors entering the Leased Premises, but to the extent
     only of the quantities which shall have been delivered to Tenant on the
     Commencement Date. Additional keys will be furnished by landlord on an
     order signed by Tenant and at Tenant's expense. All such keys shall remain
     the property of Landlord. No additional locks shall be allowed on any door
     of the leased Premises without Landlord's permission, not to be
     unreasonably withheld, and Tenant shall not make or permit to be made any
     duplicate keys. In the event that Tenant places any additional lock upon
     any door of the Leased Premises, it shall supply a key to landlord and
     shall, upon Landlord's request, key all such additional locks to be
     compatible with master keys then in use by Landlord. Upon termination of
     this Lease, Tenant shall surrender to Landlord all keys to any locks on
     doors entering or within the leased Premises and give to Landlord the
     explanation of the combination of any locks for safes, safe cabinets and
     vault doors in the leased Premises.

4.4  Signs. Landlord shall provide and install all letters and numerals on or
     about the entrance to the Leased Premises. All such letters and numerals
     shall be in the Building's standard graphics. No signs, numerals, letters
     or other graphics shall be used or permitted on the exterior of the leased
     Premises or which otherwise may be visible from outside the Leased
     Premises, unless approved in writing by landlord. Landlord shall maintain
     in a

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<PAGE>

     segment of the Building Common Area a building directory containing
     Tenant's name and location within the Building.

4.5  Parking. Landlord shall provide Tenant one (1) free space per 1,000
     rentable square feet leased with a maximum ten (10) being covered assigned
     parking spaces. Additional non-covered spaces will be at a charge of $25.00
     per space per month, subject to availability.

4.6  Telephone. Telephone service, telephone lines and other telephone equipment
     needed as a result of Tenant's occupancy of the leased Premises including
     without limitation such service, lines, and equipment needed for the use of
     Tenant's electrodata processing machines, computers and similar machines,
     shall be provided, installed and maintained at Tenant's expense.

                Article 5 - Use of Premises; Conduct of Business

5.1  Use and Occupancy. Tenant shall use and continuously occupy the leased
     Premises during the Lease Term solely for general office purposes and for
     no other use without the prior written consent of Landlord. Tenant shall
     not use or occupy or permit the use of occupancy of the leased Premises or
     any part thereof for any use or in any manner that, in Landlord's
     reasonable judgment, would adversely affect or interfere with any services
     required to be furnished by Landlord to Tenant or to any other tenant or
     occupant of the Building or with the use or enjoyment of any part of the
     Building by any other tenant or occupant thereof or that would conflict
     with or violate any Legal Requirement or any permit, special restriction or
     certificate of occupancy required or issued for the leased Premises or any
     part of the Building.

5.2  Compliance with Insurance Policies. Tenant shall not do anything or permit
     anything to be done or to exist in or about the leased Premises which would
     or might (a) invalidate or conflict with the provisions of any fire or
     other insurance policy covering any part of the Building or any property
     located therein or thereon, or (b) result in a refusal by any insurance
     company to insure any part of the Building or any such property in amounts
     reasonably satisfactory to Landlord, or 9c) subject landlord to any
     liability or responsibility for injury to any person or property by reason
     of any business, operation or other the activity being conducted in the
     Leased Premises or any condition of or in the Leased Premises, or (d) cause
     any increase in the insurance rates applicable to any part of the Building
     or property located therein, over those rates applicable at the beginning
     of the lease Term or at any time thereafter. Tenant, at Tenant's expense,
     shall comply with all rules, orders, regulations and requirements of the
     American Insurance Association (formerly the National Board of Fire
     Underwriters) and with any similar body that shall hereafter perform the
     function of such association.

5.3  Compliance with Laws.

     A.   Tenant shall not use or occupy, pr permit the use or occupancy of, the
          Leased Premises in a manner that would violate any Legal Requirements.
          Tenant, at Tenant's cost and expense, shall comply with all Legal
          Requirements that shall impose any duty upon Landlord or Tenant with
          respect to the leased Premises or the use or occupancy thereof
          (including without limitation zoning or building

                                       10

<PAGE>

          codes, ordinances, laws or other regulations whether now in effect or
          hereafter enacted), provided, however that Tenant shall not be
          required to make any alterations to the Building shell or the base
          Building systems in order to comply therewith unless (i) Tenant is
          required to make such alterations under Section B of this Article 5.3,
          or (ii) such alterations shall be necessitated or occasioned, in whole
          or in part, by non-building standard work or Tenant's Changes or by
          the acts, omissions or negligence of Tenant or any other
          Tenant-Related Party or by the use or occupancy or manner of use or
          occupancy of the leased Premises by Tenant or any other Tenant
          Related-Party.

     B.   Tenant, at Tenant's own cost and expense, shall be responsible for
          making, and shall promptly make from time to time as necessary, any
          alterations, repairs or improvements within the Leased Premises which
          may be required to comply with the Americans With Disabilities Act of
          1990, as heretofore and hereafter amended, and any regulations how or
          hereafter promulgated thereunder and with any other Legal Requirements
          enacted or promulgated for the benefit of disabled persons. Landlord
          shall be responsible for making any such alterations, repairs or
          improvements within the Building Common Areas which may be required to
          comply with such act, regulations or other Legal Requirements.
          Landlord's expense in doing so (or, in the event of capital
          improvements, an appropriate amortization of its expense of doing so
          based on the useful life of the capital improvements) shall be
          included within Operating Expenses.

5.4  Rules of Building. Tenant shall comply with, and Tenant shall cause all
     Tenant Related-Parties to comply with, the written rules and regulations of
     the Building promulgated and amended by Landlord from time to time for the
     safety, care and cleanliness of the leased Premises and Building and for
     preservation of good order therein. The presently existing rules of the
     Building are attached hereto as Exhibit "B". In the event of a conflict
     between rules promulgated by Landlord and the provisions of this Lease, the
     provisions of this Lease shall control. Notwithstanding any conflicting
     provision of the rules and regulations, Tenant may use and operate a coffee
     machine, refrigerator, microwave oven, cold drink dispenser and snack
     vending machine (but no cook top) in the kitchen area of the Leased
     Premises.

5.5  Entry for Repairs and Inspection. Tenant shall permit Landlord and its
     contractors, agents or representatives to enter into and upon any part of
     the Leased Premises at reasonable hours to inspect and clean the same, make
     repairs, alterations, or additions thereto, and with 24 hours' notice
     (except in the case of emergency), show the same to prospective tenants
     (but only during the last two months of the Lease Term), purchasers or
     mortgagees and for any other reasonable purpose which Landlord may deem
     necessary or desirable, and Tenant shall not be entitled to any abatement
     or reduction of rent by reason thereof.

5.6  Nuisance, Waste, Defacing. The Tenant shall not carry on any business or do
     or suffer any act or thing which may constitute a nuisance or result in a
     nuisance or which shall be offensive or an annoyance to landlord or to the
     other tenants occupying the Building, nor do or suffer any waste or damage,
     disfiguration or injury to the Leased Premises or any other part of the
     Building. Tenant shall not drill into or in any way deface the walls,

                                       11

<PAGE>

     ceilings, partitions, floors, wood, stone or ironwork within the Building
     without the prior written consent of Landlord. Boring, cutting or stringing
     of wires or pipes shall not be done except with the prior written consent
     of Landlord, and as Landlord may direct. In the event of any violation of
     the provisions hereof, Landlord may, in addition to any other remedies it
     may have hereunder, repair any such damage, and Tenant shall reimburse
     Landlord therefor in accordance with Article 12.3.

5.7  Dangerous Substances, Heavy Objects. Neither Tenant nor any Tenant
     Related-Party shall bring into the Leased Premises or any other part of the
     Building any flammable, dangerous or explosive oils, chemicals or
     materials, nor shall Tenant or any Tenant-Related Party bring into the
     Building any article or fixture which by reason of its size and weight
     shall load any floor beyond its reasonable weight-carrying capacity. No
     safe, heavy article or anything that might damage any part of the Building
     shall be taken into or out of the Building without the prior consent of
     landlord, and landlord shall in all cases retain the power to prescribe the
     maximum permitted weight, and indicate the place where any such safe or
     heavy article is to stand. If any damage is caused to the Building by any
     article brought into the Building or into the Leased Premises by or on
     behalf of Tenant or any Tenant-Related Party, Tenant shall reimburse
     landlord on account of such repairs in accordance with Article 12.3.

5.8  Hazardous Material.

     A.   Tenant shall not cause or permit any Hazardous Material to be brought
          upon, kept, or used in or about the Leased Premises by Tenant or any
          other Tenant-Related Party. Tenant shall not discharge, leak, or emit,
          or permit to be discharged, leaded, or emitted, any material into any
          portion of the Building or into the atmosphere, ground, sewer system,
          or any body of water, if that material (as is reasonably determined by
          landlord or any governmental authority) does or may pollute or
          contaminate the same, or may adversely affect (1) the health, welfare
          or safety of persons, whether located on the Leased Premises, the
          Building or elsewhere, or (2) the condition, use or enjoyment of the
          Building or any other real or personal property.

     B.   Tenant hereby agrees that it shall be fully liable for all costs and
          expenses related to the use, storage, disposal of Hazardous Material
          in or about the Leased Premises or any other portion of the Building
          on account of any action of Tenant or any other Tenant-Related Party,
          and Tenant shall give immediate notice to Landlord of any violation or
          potential violation of the provisions of Article 5.8. Tenant shall
          defend, indemnify, and hold harmless Landlord and its agents and
          employees, from and against any claims, demands, penalties, fines,
          liabilities, settlements, damages, costs, or expenses (including,
          without limitation, litigation expenses) of whatever kind or nature,
          known or unknown, contingent or otherwise, arising out of or in any
          way related to (1) the presence, disposal, release, or threatened
          release of any such hazardous material that through the action of
          Tenant or any other Tenant-Related Party is on, from, or affecting the
          soil, water, vegetation, buildings, personal property, persons,
          animals, or otherwise; (2) any personal injury (including wrongful
          death) or property damage (real or personal) arising out of or related
          to that Hazardous Material; (3) any

                                       12

<PAGE>

          lawsuit brought or threatened, settlement reached, or government order
          relating to that Hazardous Material; or (4) any violation of any laws
          applicable thereto. The provisions of this Article 5.8 shall be in
          addition to any other obligations and liabilities Tenant may have to
          Landlord at law or in equity and shall survive the expiration or other
          termination of this Lease.

     C.   Tenant and the Tenant-Related parties will be solely responsible for
          and will defend, indemnify and hold Landlord, its agents, and
          employees harmless from and against all claims, costs, and
          liabilities, including attorneys' fees and costs arising out of or in
          connection with any environmental damages due to Tenant's breach of
          its obligations in this Article 5.8. Tenant will be solely responsible
          for and will defend, indemnify, and hold Landlord, its agents, and
          employees harmless from and against any and all environmental damages,
          including attorneys' fees and costs, necessary to return the Leased
          Premises and any other property of whatever nature to their condition
          existing prior to the appearance of Tenant's Hazardous materials on
          the Leased Premises or any other portion of the Building. Tenant's
          obligations under this Article 5.8 will survive the expiration or
          other termination of this Lease.

               Article 6 - Tenant's Property and Tenant's Changes

6.1  Part of Leased Premises. Except as provided in Article 6.2, all fixtures,
     equipment, improvements, appurtenances and other property attached to or
     build into the Leased Premises at the commencement of or during the Lease
     Term, whether or not pursuant to a work letter and whether or not at the
     expense of Tenant, and any replacements thereof whether or not at the
     expense of Tenant, shall be and remain a part of the Leased Premises, shall
     be deemed the property of Landlord and shall not be removed by Tenant,
     except as hereinafter provided.

6.2  Tenant's Property. All furniture, furnishings and other articles of movable
     personal property which Tenant, without expense to Landlord, places in the
     Leased Premises and which can be removed without structural or other
     substantial damage to the Building or the Leased Premises (all of which are
     herein called "Tenant's Property") shall be and remain the property of
     Tenant and may be removed by it at any time during the Lease Term provided
     that no Default is then in existence and further provided that, if the
     removal of any of Tenant's Property causes damage to any portion of the
     Leased Premises or other parts of the Building or to any other property,
     Tenant shall repair or pay the cost of repairing any such damage resulting
     from such removal, which obligation to perform or pay for such repairs
     shall survive the expiration or termination of this Lease. Any equipment or
     other property for which Landlord shall have granted any allowance or
     credit to Tenant or which is a replacement for such items originally
     provided by Landlord shall not be deemed to have been installed by or for
     the account of Tenant without expense to Landlord and shall not be
     considered Tenant's Property.

6.3  Removal by Tenant. At or before the expiration or termination of this
     Lease, and unless Landlord objects on account of the existence of a Default
     or Event of Default, Tenant shall remove from the Leased Premises all of
     Tenant's Property and, if Landlord so requests, Tenant shall also remove
     any non-Building standard work and any additional

                                       13

<PAGE>

     work or alterations installed by Tenant pursuant to Article 6.4 or
     otherwise. In each instance, Tenant at its sole cost and expense shall
     repair any damage to the Leased Premises or the Building resulting from
     such removal. Tenant's obligation under this Article 6.3 shall survive the
     expiration or termination of this Lease. Any items of Tenant's Property
     which shall remain in the Leased Premises after the expiration or
     termination of this Lease may, at the option of Landlord, be deemed
     abandoned and in such case may either be retained by Landlord as its
     property (without the need to compensate Tenant therefor) or be disposed
     of, without accountability, at Tenant's expense in such a manner as
     Landlord may see fit.

6.4  Alterations.

     A.   Tenant shall make no alterations, installations, additions, or
          improvements (collectively "Tenant's Changes") in or to the Leased
          Premises without Landlord's prior written consent, which Landlord may
          give or withhold in its sole and absolute discretion. No Tenant's
          Changes shall require Landlord to do any work or expend any sums,
          whether pursuant to any applicable law, code or regulation, or
          otherwise, for or with respect to the Leased Premises or any other
          part of the Building, or result in the loss of any Usable Area or any
          amenities of the Building or otherwise adversely affect any economics
          in the operation of the Building. All Tenant's Changes shall be done
          at Tenant's expense, at such times and in such manner as Landlord may
          designate, in accordance with plans and specifications approved by
          Landlord, only by such contractors or mechanics as are approved by
          Landlord, and subject to all other conditions which Landlord may in
          its sole and absolute discretion impose. Any proposed Tenant's Changes
          to or affecting any of the Building systems must be either designed or
          approved by Landlord's engineer. Tenant shall reimburse Landlord for
          Landlord's reasonable costs and expenses incurred in connection with
          any proposed Tenant's Changes, including without limitation any fees
          charged by Landlord's architect or engineer in connection with the
          preparation or review of any plans and specifications for any proposed
          Tenant's Changes, within five (5) days after submission of invoice
          therefor by Landlord.

     B.   Prior to commencing any of Tenant Changes, Tenant shall, at its own
          expense, cause to be recorded in the Mortgage Records of the parish
          wherein the Building is situated, a proper notice of contract, with
          attached payment bond in the amount required by law, and shall take
          all such other action as may be required to relieve Tenant, Landlord,
          the leased Premises, the Building and Tenant's rights under this Lease
          from any claims or privileges arising under La. R.S. 9:4802.

6.5  Mechanics and Other Liens. Tenant covenants not to permit any laborer's,
     materialman's, supplier's, or contractor's or other lien to attach to its
     rights hereunder, the Leased Premises or to the Building and Tenant shall
     promptly pay all its contractors and suppliers and shall do all things
     necessary to prevent the same from attaching. Within ten (10) days after
     Tenant receives notice of any such lien or encumbrance, Tenant shall
     procure the discharge thereof by payment or by posting security or by any
     other manner that may be required or permitted by law. If Tenant fails to
     discharge such lien or encumbrance within said period, then landlord shall
     have the right (but not the

                                       14

<PAGE>

     obligation) to discharge the same, and Tenant shall reimburse Landlord
     therefor, in accordance with Article 12.3. Notwithstanding the foregoing,
     Tenant may contest the validity of any such claim if Tenant shall first
     obtain an order discharging the lien or encumbrance (as the case may be) or
     if Tenant shall first furnish to Landlord security acceptable to landlord
     in nature and amount against all loss or damage which Landlord might suffer
     or incur thereby.

                       Article 7 - Maintenance and Repairs

7.1  Repairs to Building. Landlord shall maintain the Building as a first class
     office building and shall perform such maintenance as necessary to keep the
     Building and Building Common Areas (other than the maintenance or
     alterations Tenant is obligated to perform under Article 5.3 or Article
     7.2) in good repair. Costs incurred by Landlord in doing so shall be
     included in Operating Expenses and Tenant shall reimburse Landlord for
     Tenant's Pro-Rata Share thereof pursuant to the provisions of Article 3.2.
     If damage or injury to the Building is caused by or attributable to Tenant
     or any other Tenant-Related Party, Landlord shall repair such damage or
     injury, and Tenant shall reimburse Landlord therefor under Article 12.3.

7.2  Repairs to the Leased Premises. Tenant convenants to correct and repair, at
     Tenant's sole cost and expense, any damage to the Leased Premises, normal
     wear and tear excepted, caused by Tenant or any Tenant-Related Party.
     Tenant shall take all preventative measures and obey all operating
     instructions of Landlord relative thereto, and shall not permit waste.
     Tenant will commence repair such items as Landlord deems necessary, upon
     five (5) days' notice in writing, and will prosecute such repairs
     diligently to completion, but failure by landlord to give such notice shall
     not relieve Tenant from its obligation to repair. All repairs made by or on
     behalf of Tenant shall be made in conformity with Article 6 and shall be
     at least equal in quality and class to the original work or the then
     applicable standards for the Building established by Landlord. In the event
     that Tenant fails to make any repair required of Tenant under this Lease,
     Landlord may enter the Leased Premises and make such repairs, in which
     event Tenant shall reimburse landlord therefor in accordance with Article
     12.3. The provisions of this Article complement, and shall neither enlarge
     nor reduce, the obligations of Tenant under Article 9 of this Lease.

7.3  Condition of Leased Premises. Tenant assumes responsibility for the
     condition of the Leased Premised throughout the Lease Term and does hereby
     agree to indemnify, defend and hold harmless landlord, its mortgagees,
     agents, employees, successors and assigns, from and against any and all
     liability for any injury to, or death of, any person or persons or damage
     to property in any way arising out of, or connected with, the condition,
     use or occupancy of the Leased Premises and from all costs, expenses and
     liabilities, including, but not limited to, reasonable attorneys fees,
     incurred by Landlord in connection therewith, excepting, however, liability
     caused by any defect in the Leased Premises which Landlord is obliged to
     repair under the terms of this Lease and which Landlord has neglected or
     refused to repair within a reasonable time after receipt of notice thereof
     from Tenant. The indemnity herein provided is in addition to, and
     complements but does not restrict, the indemnities provided under Article
     9.1 or any other provision of this Lease.

                                       15

<PAGE>

           Article 8 - Casualty Damage, Eminent Domain and Restoration

8.1  Fire or Other Casualty. If the Leased Premises or the Building is damaged
     by fire or any other insured casualty to an extent which is less than 25^
     of the costs of replacement, the damage shall be repaired by Landlord
     within a reasonable time period thereafter, but in no event shall Landlord
     be required to commence such repairs until Landlord has received the
     proceeds of all applicable insurance therefor, and further provided that in
     no event shall Landlord be obligated to expend for such repairs an amount
     in excess of net insurance proceeds received as a result of such damage. In
     no event shall landlord be required to repair or replace Tenant's fixtures,
     furniture, furnishings, floor coverings or any equipment or other items of
     Tenant's Property irrespective of whether Tenant previously received an
     allowance or credit therefor from Landlord. In the event of any damage and
     (a) Landlord is not required to repair, or (b) the Leased Premises shall be
     damaged to the extent of 25% or more of the costs of the replacement, or
     (c) the Building is damaged to the extent of 25% or more of the costs of
     replacement, then, notwithstanding the extent of damage, if any, to the
     Leased Premises, Landlord may elect either to repair or rebuild the Leased
     Premises or the Building or to terminate this Lease upon written notice of
     such election in writing to Tenant within 120 days after the occurrence of
     the event causing the damage. If the casualty, repair, or rebuilding shall
     render the leased Premises untenantable in whole or in part or if a
     casualty, repair or if a casualty, repair or rebuilding of portions of the
     Building outside the Leased Premises shall substantially deprive Tenant of
     the use of the leased Premises, and the damage shall not have been due to
     the fault, willful act, omission or neglect of Tenant or any other
     Tenant-Related Party, then a proportionate abatement of Base Rental shall
     be allowed from the date on which the damage occurred until the date the
     Leased Premises are ready for re-occupancy (or, in the case of a casualty,
     repair or rebuilding of portions of the Building outside the Leased
     Premises substantially depriving Tenant of the use of the Leased Premises,
     at the time the deprivation ceases). Abatement shall be computed upon the
     basis of the relation which the usable Area of the Leased Premises rendered
     untenantable bears to the total Usable Area of the Leased Premises.
     Landlord shall not be liable for any inconvenience or annoyance to Tenant
     or any injury to the person or business of Tenant resulting in any way from
     any such damage, or from the repair, rebuilding or restoration thereof.

8.2  Eminent Domain. If the whole of the Leased Premises shall be taken by any
     authority acting under the power of eminent domain or similar proceeding or
     conveyance in lieu thereof, this Lease shall terminate as of the date of
     such taking or conveyance, and Tenant shall pay Base Rental and all
     additional rental up to that date with an appropriate refund by Landlord of
     such rent as may have been paid in advance of any period subsequent to the
     date on which this Lease shall have been terminated. If only part of the
     Leased Premises is taken or if part of the Building shall be taken or
     conveyed even though the Leased Premises are not affected, Landlord, at
     this option, may terminate this Lease by written notice to Tenant given
     within 120 days after landlord shall have received notice of such taking.
     Otherwise the Lease shall cease only as to the portion so taken and the
     Base Rent shall be reduced in proportion to the taking. If Landlord does
     not terminate this Lease as herein provided, Landlord shall make all
     necessary repairs and alterations to the Building so as to constitute the
     Building and Leased Premises as a complete architectural unit. All
     compensation awarded for any taking under the power of

                                       16

<PAGE>

     eminent domain, whether for the whole or part of the Leased Premises, shall
     be the property of Landlord, whether such damages shall be awarded as
     compensation for diminution in the value of the leasehold or to the fee of
     the Leased Premises or otherwise and Tenant hereby assigns to Landlord all
     of Tenant's right, title and interest in and to any and all such
     compensation, provided, however, Landlord shall not be entitled to any
     award made to Tenant for the taking of Tenant's Property.

                 Article 9 - Indemnity, Liability and Insurance

9.1  Indemnity. Tenant hereby agrees to hold harmless, indemnify, protect and,
     at landlord's option to defend Landlord, its mortgagees, agents, employees,
     successors and assigns from all injury, loss, claim, or damage to any
     person or property while such person or property is in, on or about the
     Leased Premises or in, on or about any other part of the Building and such
     injury, loss, claim or damage is occasioned by any act or omission of
     Tenant or of any other Tenant-Related Party.

     Except as expressly provided to the contrary in this Section, the
     indemnities provided in this Section shall include all costs and attorney
     fees incurred in any such claim, proceeding or litigation in the defense
     thereof. Such indemnities shall be fully applicable regardless of whether
     the injury, loss, claim or damage is caused in part, or is alleged to have
     been caused in whole or in part, by the negligence of a person to be
     indemnified hereunder.

     The provisions of this Article complement, and shall neither enlarge nor
     reduce, the obligations of Tenant under Article 7.2 of this Lease.

9.2  Tenant's Liability Insurance. Tenant shall maintain public liability
     insurance naming Landlord as an additional insured and, if so requested,
     Landlord's mortgagees, as their interest may appear against all claims,
     demands, and actions for injury to, or death, of any person and all claims,
     demands and actions for damage to property, in an amount of not less than
     $3,000,000 by or on behalf of any person arising, relating to, or connected
     with this Lease, the Leased Premises, or the Building, and in addition, in
     like amount, Tenant shall obtain coverage for Tenant's contractual
     liability under the indemnity provisions of this Lease.

9.3  Tenant's Property Insurance. Tenant shall maintain throughout the Lease
     Term insurance on Tenant's Property and all leasehold improvements made or
     installed by or on behalf of Tenant or Landlord covering those risks
     covered by an "All Risk Policy" of property insurance, including sprinkler
     leakage coverage and such other risks as Landlord may reasonably require,
     in minimum limits equal to the full replacement costs thereof. The proceeds
     of such insurance shall be payable jointly to Landlord and Tenant and, in
     the event of a casualty, shall be disbursed in such a manner as Landlord
     may reasonably require to insure restoration of Tenant's leasehold
     improvements, as required by this Lease.

9.4  General Requirements of Tenant's Insurance. All insurance required of
     Tenant shall be in a form and written by a responsible company authorized
     to do business in the State of Louisiana and otherwise satisfactory to
     Landlord and shall provide that any such

                                       17

<PAGE>

     policy will not be subject to cancellation or change without at least 30
     days' prior written notice to Landlord and, if so requested, to Landlord's
     mortgagees. The policies or duly executed certificates for the same (which
     certificates shall evidence the waiver of subrogation required by this
     Lease) together with satisfactory evidence of the payment of the premium
     thereon shall be deposited with Landlord before Tenant commences occupancy
     and, upon renewals of such policies, not less than 30 days prior to the
     expiration of the term of such policies. If Tenant fails to comply with
     such requirements, Landlord may obtain Tenant's insurance and keep the same
     in effect, in which event Tenant shall reimburse Landlord under Article
     12.3. In addition to any and all other rights and remedies available to
     Landlord under this Lease or by law, Landlord shall also be entitled to
     recover, as damages for such breach, the uninsured amounts of any loss, to
     the extent of any deficiencies in insurance required by or of this Lease.
     Except with respect to liability insurance policies, neither Landlord nor
     Tenant shall take out separate insurance concurrent in form or contributing
     in the event of loss with any other insurance required under this Lease,
     unless both Landlord and Tenant are included therein as insureds with loss
     payable as provided in this Lease. Each party shall immediately notify the
     other of the placing of any separate insurance.

9.5  Mutual Waiver of Subrogation Rights. Whenever any loss, cost, damage, or
     expense resulting from fire, explosion or any other insured casualty or
     occurrence is incurred by either Landlord or Tenant and such party is then
     required to be or is covered in whole or in part by insurance with respect
     to such loss, cost, damage, or expense, then the party so insured, or
     required to be insured, hereby releases the other party from any and all
     liability it may have on account of such loss, costs, damage, or expense,
     to the extent of any amount recovered, or which would have been recovered
     if so insured, by reason of such insurance, and waives any right of
     recovery which might otherwise exist in, or accrue to, any person on
     account thereof, to the full extent of such losses, cost, damages, or
     expenses, notwithstanding any deductible in such policy, provided however,
     that such release of liability and waiver of the right of subrogation shall
     not be operative in any case where the effect thereof is to invalidate such
     insurance coverage.

9.6  Landlord's Property Insurance. Landlord agrees that it will insure the
     Building and the machinery, boilers, and equipment contained therein and
     owned by landlord in such reasonable amounts as would be carried by a
     prudent owner, provided, Landlord shall not be required to insure any
     property which Tenant is obligated to insure hereunder. Landlord shall also
     carry public liability and property damage insurance with respect to the
     operation of the Building in reasonable amounts as would be carried by a
     prudent owner. Landlord reserves the right to take out and carry any other
     form of insurance as landlord or its mortgagee may determine prudent or
     advisable.

               Article 10 - Landlord's Covenant of Quiet Enjoyment

10.1 Peaceful Enjoyment. Tenant, on payment of all rent and observance of
     performance of all terms and covenants of this Lease on its part to be
     observed and performed, shall lawfully, peaceably and quietly have, hold,
     occupy, and enjoy the Leased Premises during the Lease Term without
     hindrance or ejection by any persons lawfully claiming under Landlord, but
     this covenant shall be binding upon Landlord and its successors only

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     with respect to breaches occurring during their respective periods of
     ownership of the Leased Premises hereunder.

                             Article 11 - Assignment

11.1 Prohibition of Assignment. Tenant shall not voluntarily, involuntarily, or
     by operation of law, assign, transfer, mortgage or otherwise alienate or
     encumber this Lease or any interest of Tenant herein, in whole or in part,
     or sublet the whole or any part of the Leased Premises, or permit the
     Leased Premised or any part thereof to be used or occupied by others,
     without the prior written consent of Landlord. The collection of rent by
     Landlord from any assignee, sublessee or other occupant, shall not be a
     waiver of this covenant or the acceptance of any assignee, sublessee, or
     occupant as tenant, or a release of Tenant from the further performance by
     Tenant of the covenants in this Lease on the part of Tenant to be
     performed. Any subletting or assignment, if consented to, shall be subject
     to and conditioned upon each of the following:

     A.   At the time of any proposed subletting or assignment, no Default or
          Event of Default shall then be in existence.

     B.   The sublessee or assignee shall continuously occupy the Leased
          Premises and conduct its business therein in accordance with the
          permitted use and all other provisions of this Lease.

     C.   If the total rent required to e paid by such sublessee or assignee
          shall exceed the total rent required hereunder from Tenant, then
          Tenant shall pay to Landlord monthly the entire amount of such excess,
          which shall be deemed additional rent.

     D.   Prior to occupancy by any assignee or sublessee, Tenant and its
          assignee or sublessee shall execute, acknowledge and deliver to
          Landlord a fully executed counterpart of a written assignment of lease
          or sublease, as the case may be, consented to by all guarantors, if
          any, the terms of which shall be subject to Landlord's approval and
          shall include the following: (i) in the event of an assignment, Tenant
          shall assign to such assignee the entire interest of Tenant in and to
          this Lease, together with all prepaid rents hereunder and the assignee
          shall accept the assignment and agree to perform directly for the
          benefit of landlord and those claiming by, through or under landlord;
          or (ii) in the event of subletting, the sublease in all respects shall
          be subject and subordinate to all of the terms, covenants and
          conditions of this Lease on the part of Tenant to be performed, except
          the payment of rent reserved hereunder, which Tenant shall continue to
          be obligated to pay to landlord unless Landlord shall otherwise agree
          to accept same from the subtenant as agent for Tenant.

     E.   Tenant and each guarantor, if any, shall acknowledge that,
          notwithstanding such assignment or sublease, and the consent of
          Landlord thereto, neither Tenant nor guarantor, if any, will be
          released or discharged from any liability whatsoever under this Lease;
          and both Tenant and each guarantor will continue to be primarily
          liable hereunder with the same force and effect as though no
          assignment or sublease had been made.

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     F.   Tenant shall pay to Landlord a reasonable fee which shall not be less
          than the sum of $500 for administrative costs and attorneys fees
          incurred by Landlord in connection with such assignment or subletting.

11.2 Corporation, Partnership, or Limited Liability Company. If Tenant or any
     guarantor of this Lease, if any, is a corporation, partnership or limited
     liability company, and if at anytime during the lease Term the person or
     persons who, on the date of this Lease, own or owns a majority of the
     voting stock of such corporation or a majority of the partnership or
     membership interest of such partnership or limited liability company, as
     the case may be, cease or ceases to own (whether on account of a single
     event or on account of the effect of several events), a majority of such
     voting stock or of such interest, as the case may be (except as the result
     of transfer by gift or inheritance) or if the guarantor, if any, of this
     Lease is dissolved, dies, becomes incompetent or insolvent, Tenant shall so
     notify Landlord and landlord shall have the right, at its option, to
     terminate this Lease by written notice to Tenant given thirty (30) days
     after Landlord shall have received such notice. Notwithstanding anything
     contained herein to the contrary, the provisions of this Article 11.2,
     shall not be applicable if Tenant is a corporation, all outstanding voting
     stock of which is listed on a national securities exchange (as defined in
     the Securities Exchange Act of 1934, as amended). For the purposes of this
     Article 11.2 stock ownership shall be determined in accordance with the
     principle set forth in Section 544 of the Internal Revenue Code of 1986, as
     the same existed on January 1 of the year in which this Lease was executed,
     and the term "voting stock" shall refer to shares of stock regularly
     entitled to vote for the election of directors of the corporation.

                         Article 12 - Default by Tenant

12.1 Events of Default. The occurrence of any one or more of the following
     events shall constitute an Event of Default hereunder:

     A.   If Tenant shall fail to pay any rent or any other sum required to be
          paid under this Lease by Tenant when due; or

     B.   If Tenant shall fail to perform or observe any other agreement or
          covenant or provision of this Lease or otherwise violate any provision
          of this Lease and such failure or violation shall continue for fifteen
          (15) days after notice from Landlord; or in the case of any such
          failure or violation which in Landlord's opinion cannot with diligence
          be cured within fifteen (15) days, if Tenant shall fail to commence
          such cure within said period and thereafter to pursue the cure
          diligently to completion; or

     C.   If Tenant or any guarantor of this Lease shall file a petition in
          bankruptcy or commence any proceeding under any bankruptcy,
          insolvency, reorganization, arrangement, composition, readjustment,
          dissolution, liquidation or similar law or statue of any jurisdiction,
          whether now or hereafter in effect; or if Tenant or any guarantor
          shall by act or omission approve, consent to or acquiesce in the
          filing of any such petition; or

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     D.   If there shall be filed or commenced against Tenant or any guarantor
          of this Lease any proceeding under any bankruptcy, insolvency,
          reorganization, arrangement, composition, readjustment, dissolution,
          liquidation or a similar law or statute of any jurisdiction, whether
          now or hereafter in effect, and if such proceedings shall remain
          undismissed 30 days or more after its institution; or

     E.   If Tenant or any guarantor of this Lease shall apply to or petition
          any tribunal for the appointment of a custodian, receiver, intervenor,
          keeper, trustee or similar official (howsoever names) for Tenant or
          any guarantor or for all or a substantial part of the property of any
          of them; or if Tenant or any guarantor shall by act or omission
          approve, consent to or acquiesce in any such appointment made at the
          request of any other person; or if Tenant or any guarantor shall
          suffer the appointment of any such official at the request of any
          other person to continue undischarged for thirty (30) days or more; or

     F.   If Tenant or any guarantor shall make an assignment for the benefit of
          creditors, or shall become insolvent or unable to pay their respective
          debts as the same become due, or shall admit in writing such
          insolvency or liability, or shall file any proceedings to declare such
          insolvency or inability, or if any such proceedings shall be filed
          against any of them and remain undismissed for thirty (30) days or
          more; or

     G.   If the leasehold interest of Tenant hereunder is encumbered, seized,
          levied upon or attached by process of law and Tenant shall fail to
          obtain the dismissal, dissolution or release thereof within thirty
          (30) days thereafter; or

     H.   If Tenant shall vacate, desert or abandon the Leased Premises for a
          period of ten (10) consecutive days, or if Tenant shall fail to occupy
          the Leased Premises within ten (10) days after the Commencement Date;
          or

     I.   If any event shall occur or any contingency shall arise whereby this
          Lease or the estate hereby demised would, by operation of law or
          otherwise, devolve upon or pass to any person other than Tenant.

12.2 Landlord's Remedies. Upon the occurrence of an Event of Default, Landlord,
     at its option, may exercise any one or more of the following remedies in
     addition to all other rights and remedies granted by law:

     A.   Landlord may terminate this Lease, whereupon Tenant shall immediately
          surrender the Leased Premises to landlord, in default of which
          Landlord, without further notice, may re-enter the leased Premises and
          obtain the possession thereof, and Tenant shall remain liable for
          damages resulting from Tenant's default. Termination of this Lease by
          Landlord's notice, summary proceedings, or otherwise shall not relieve
          Tenant of any accrued liability hereunder, and Tenant shall remain
          obligated to pay Landlord all rent and other sums required to be paid
          up to the time of the termination of the Lease, including interest at
          the Default Rate. Tenant shall also be liable to Landlord, as
          liquidated damages for such breach, in an amount equal to (i) the
          entire amount of rent (including Base Rental,

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<PAGE>

          Operating Expense Rental and all additional rental) which would have
          been payable under this Lease by Tenant from the date of termination
          to the expiration date of the Lease Term had this Lease not been
          sooner terminated because of Tenant's default, less the then fair
          market rental value of the Leased Premises for the same period of
          time; provided, however, that in the event the Leased Premises have
          been relet at the time such liquidated damages are sought, the rental
          payable on account of such reletting shall be presumed to be the fair
          market rental value of the Leased Premises for the period covered by
          such reletting. Such liquidated damages shall become immediately due
          and payable upon Tenant's default.

     B.   Landlord may declare the entire Base Rental, Operating Expense Rental
          and all additional rent which might become due hereunder, for the full
          unexpired Lease Term, to be immediately due and payable, reserving
          unto Landlord the right to collect all additional rent accruing under
          this Lease from time to time. Following the occurrence of any Event of
          Default, and without causing the termination of the Lease or abridging
          any declaration under the terms of this Section, Landlord may (but
          shall not be obligated to) relet the Leased Premises or any part
          thereof, together with any additional space in the building, for such
          term, rental and other conditions as landlord may determine in his
          sole discretion and may collect and receive the rents therefore.
          Landlord shall in no way be responsible or liable for any failure to
          relet the Leased Premises or any part thereof or to collect any such
          rent upon reletting. Upon any such reletting, the net proceeds
          received therefrom (after reimbursement of Landlord's expenses
          incurred in connection with such reletting, including without
          limitation, all costs to recover possession of the Leased Premises,
          brokerage and management commissions, reasonable attorneys fees, other
          legal expenses, alteration costs and expenses of otherwise preparing
          the Leased Premises for reletting) shall be applied (i) until time as
          Landlord has exercised its right to declare the rentals due under this
          Lease to be due and payable in full, monthly on the first day of each
          month to the payment of each current installment of Base Rental and
          other rentals which have become due hereunder; and (ii) following any
          such declaration, in reduction of the amount which is declared to be
          immediately due and payable but only if, as and when received.

     C.   If the leased Premises are abandoned or otherwise vacated or if this
          Lease is terminated according to law, whether or not the Leased
          Premises are relet, Landlord shall be entitled to recover from Tenant
          in addition to all other damages, an amount equal to all other
          expenses including reasonable attorney fees incurred by Landlord in
          recovering possession o the Leased Premises and all costs and legal
          expenses thereof, together with all expenses incurred for the care and
          protection of the Leased Premises while vacant. All such damages to
          become immediately due and payable by Tenant upon presentation of an
          invoice therefor.

     D.   Landlord shall have the right of injunction with respect to any breach
          or threatened breach of this Lease without the necessity of showing
          irreparable injury.

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<PAGE>

     E.   In addition to the lessor's privilege provided by applicable law,
          Landlord shall have a security interest in all of Tenant's Property
          and in the security deposit posted under the terms of Article 3.5
          (which security interest Tenant hereby grants to Landlord as security
          for the prompt and full compliance of all obligations imposed under
          this Lease upon Tenant) and may enforce such lessor's privilege and
          security interest in the manner provided by law. For purposes of
          executory process, Tenant hereby confesses judgment upon all
          obligations, present and future, imposed upon it or otherwise arising
          under this Lease, waives the benefit of appraisement and waives the
          three day demand for payment prescribed by Article 2639 of the
          Louisiana Code of Civil Procedure. Pursuant to the provisions of
          La. R.S. 9:5136, Tenant and Landlord hereby appoint Landlord, or such
          other person landlord may designate at the time of any seizure, as
          keeper of the property in which Landlord is hereby granted a security
          interest. In the event that Tenant desires to grant a security
          interest in Tenant's Property granted in favor of a bank, savings and
          loan association, insurance company or other institutional lender as
          security for the repayment of money lent to Tenant, then Landlord
          agrees, upon Tenant's request, to subordinate its security interest in
          favor of the security interest taken by such other lender.

12.3 Landlord's Right to Cure. In the event that any failure by Tenant to
     perform any of its obligations hereunder or any other violation of this
     Lease continues beyond any applicable cure period specified in Article
     12.1, Landlord may, but shall not be obligated to, perform such obligation
     on Tenant's behalf; provided, however, that Landlord may take such action
     regardless of whether any such cure period shall have expired in the event
     of an imminent threat of injury or damage to person or property or other
     emergency. In the event that Landlord does so, or in the event that
     Landlord otherwise expends funds or incurs damage which Tenant is obligated
     under the terms of this Lease to reimburse to landlord, then (i) the costs
     and expenses Landlord incurs in connection therewith, together with an
     administrative charge of 15% of the total amount of such costs and expenses
     and together with all attorneys fees incurred by Landlord in connection
     therewith, shall constitute a demand obligation of Tenant; (ii) such amount
     shall bear interest at the Default Rate from the date such costs and
     expenses are incurred by Landlord until reimbursed by Tenant; and (iii)
     such amounts shall constitute rent under this Lease.

12.4 No Waiver. No failure by Landlord to insist upon strict performance of any
     agreement, covenant, or term of this Lease or to exercise any right or
     remedy granted to landlord upon a breach hereof and no acceptance of any
     rent during the continuance of any such breach shall constitute a waiver of
     any such breach. No obligation of Tenant shall be deemed waived or modified
     except by written instrument executed by landlord. If Landlord shall waive
     any particular breach, condition or covenant of this Lease, such waiver
     shall be limited to such breach, covenant or condition and shall not be
     construed as a waiver in the future of the same or different breach,
     covenant or condition.

12.5 No Accord and Satisfaction. No payment by Tenant, or acceptance by Landlord
     of an amount which is less than the amount due from Tenant to Landlord,
     shall be treated otherwise than as a payment on account. The acceptance by
     landlord of a check for a lesser amount, with an endorsement or statement
     thereon or upon any letter

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<PAGE>

     accompanying such check, that such lesser amount is payment in full shall
     be given no effect, and Landlord may accept such check without prejudice to
     any other rights or remedies which Landlord may have against Tenant.

12.6 Cost and Expenses. Tenant covenants and agrees to pay all costs and
     expenses incurred by Landlord (including without limitation attorney's
     fees) in connection with any action taken by landlord to enforce or
     interpret the provisions of this Lease or any guaranty hereof, whether or
     involving ordinary, summary, executory, appellate, bankruptcy or other
     judicial proceedings.

12.7 Notice to Vacate. Tenant hereby waives the notice to vacate prescribed by
     Article 4701 of the Louisiana Code of Civil Procedure.

           Article 13 - Assignments of Lease and Mortgages by Landlord

13.1 Landlord's Right to Mortgage. Landlord reserves the right to mortgage the
     Leased Premises or the Building or both, in whole or in part, and to
     convey, transfer and assign Landlord's interest in this Lease as security
     for any financing made to Landlord, its successors and assigns. Upon
     written request by Landlord or any assignee or mortgagee of Landlord,
     Tenant agrees to acknowledge in writing Tenant's receipt of notice of
     assignment of the lease or mortgage made by Landlord. Any notice by Tenant
     of Landlord's default shall also be sent by Tenant to any such assignee and
     mortgagee, provided Tenant shall have received written notice of the
     assignee or mortgagee and the address of such persons. No notice by Tenant
     of Landlord's default shall be effective unless and until received by each
     such assignee and mortgagee, who shall have the right, but not the
     obligation, to cure any such default on behalf of Landlord for a period of
     thirty days following the expiration of the time allowed to Landlord to
     cure such default. However, if the default is of such a nature which cannot
     be cured within the additional 30-day period, the assignee or mortgagee
     shall have such additional time to cure the default as may be reasonable
     under the circumstances provided that Landlord shall have timely commenced
     to cure within the period of time allowed to Landlord or such assignee or
     mortgagee shall have commenced to cure within the additional 30-day period
     allowed for such assignee or mortgagee, and thereafter Landlord, the
     assignee or mortgagee shall diligently pursue the curing of the default to
     completion.

13.2 Subordination. This Lease and all rights of Tenant hereunder are
     unconditionally subject and subordinate to any mortgage (including any
     related instruments of financing, refinancing or collateral financing)
     which may now or hereafter encumber the Leased Premises or the Building,
     and to all renewals, modifications, consolidations, substitutions,
     replacements and extensions thereof. The provisions of this Article shall
     be self-operative and not further instrument of subordination shall be
     required. In confirmation of such subordination, Tenant shall promptly
     execute and deliver, at Tenant's own expense, any certificate or instrument
     (in recordable form, if requested) that Landlord or such mortgagee may
     request to evidence such subordination. If Tenant shall fail to execute or
     deliver any such certificate or instrument within ten (10) days after
     request therefor, Tenant hereby irrevocable appoints and constitutes
     Landlord as Tenant's agent and attorney-in-fact for the purpose of
     executing any such certificates and instruments for and on behalf of
     Tenant. Notwithstanding the foregoing subordination

                                       24

<PAGE>

     provisions, any such mortgagee of the Leased Premises or the Building may
     elect from time to time (whether or not in connection with any foreclosure
     of such mortgage) that this Lease shall have priority over such mortgage
     and, effective immediately upon notification to Tenant of such election,
     this Lease shall be deemed to have priority over said mortgage and shall
     survive any foreclosure thereof.

13.3 Attornment. If this Lease should be transferred pursuant to the enforcement
     of any mortgage, collateral assignment, or other security interest created
     by Landlord in and to this Lease or the Building or both or if a person
     other the Landlord shall otherwise succeed to the rights of Landlord
     hereunder, then at the election and upon the declaration of the successor
     to Landlord's interest in this Lease, Tenant agrees to fully attorn to and
     recognize any such successor as Tenant's landlord under this Lease upon the
     then existing terms of this Lease, provided that, at any time before
     Tenant's possession of the Leased Premises is actually disturbed, such
     successor shall have agreed in writing to accept Tenant's attornment and
     not to disturb Tenant's possession so long as Tenant shall observe the
     provisions and all covenants of this Lease. This attornment provision shall
     inure to the benefit of any such successor, and no further instrument shall
     be required to give effect to the provisions hereof. Tenant agrees,
     however, to evidence and confirm the foregoing attornment provisions by the
     execution and delivery of instruments in recordable form satisfactory to
     such successor.

13.4 Conveyance and Transfer of Landlord's Interest. If the Leased Premises or
     the Building or both, or any part of either, shall be sold or otherwise
     transferred by operation of law or otherwise, Landlord shall be and is
     hereby automatically and entirely released and discharged to the extent of
     the interest or the portion of the Building or Leased Premises sold or
     transferred from and after the date of such sale or transfer of all
     liability for the performance of any of the covenants of this Lease on the
     part of Landlord thereafter to be performed. The purchaser or other
     transferee of the Building or Leased Premises shall be deemed to have
     agreed to perform such covenants of Landlord from and after the date of
     such assignment or sale during such transferee's period of ownership of
     Landlord's interest under this Lease all without further agreement between
     Landlord, its successor and Tenant. Landlord's transferee shall not be held
     responsible for the performance of any of the covenants of this Lease on
     the part of Landlord required to be performed prior to such sale and
     transfer. Tenant reserving it rights against Landlord for any unperformed
     covenants prior to such sale or transfer. In the event that Landlord
     transfers to such purchaser or transferee the security deposit posted by
     Tenant under Article 3.5, then Landlord shall be fully exonerated from any
     further responsibility therefor, and Tenant shall look solely to such
     purchaser or transferee for an accounting for and for return of such
     security deposit.

13.5 Termination upon Transfer. In the event that Landlord's ownership interest
     in the Leased Premises or the Building, or both, shall be sold or otherwise
     transferred in accordance with Article 14.3 or 14.4 above, and in further
     event that the successor to Landlord's interest thereafter fails to
     maintain the Building in substantially the same manner and in substantially
     the same condition and repair as it was maintained while owned by Landlord,
     then, upon giving Landlord's successor 90 days' written notice, Tenant
     shall have the right to terminate this Lease in its entirely and to vacate
     the Leased

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<PAGE>

     Premises upon payment by Tenant to Landlord's successor of a termination
     penalty equal to the then existing Unamortized Amount.

                      Article 14 - Miscellaneous Provisions

14.1 Limitation of Liability. Anything in this Lease or in law to the contrary
     notwithstanding, Tenant agrees that it shall look solely to the estate and
     property of Landlord in the Building and the land upon which the Building
     is constructed for the collection of any judgment (or other judicial
     process) requiring the payment of money by Landlord in the event of any
     default by Landlord with respect to any of the terms, covenants, and
     conditions of this Lease to be observed or performed by Landlord. No other
     assets of Landlord shall be subject to levy, execution or other procedure
     for the satisfaction of Tenant's remedies. No claim for any deficiency
     remaining shall ever be asserted against Landlord individually, or its
     successors or assigns.

14.2 Tenant Certificates. Recognizing that Landlord may find it necessary to
     establish to third parties, such as accountants, banks, and mortgagees, and
     prospective purchasers, the then current status of performance hereunder,
     Tenant, on the written request of Landlord made from time to tome, shall
     promptly furnish a written declaration on the status of this Lease,
     consisting of statements:

          (i) that this Lease is in full force and effect and has not been
          assigned, modified, supplemented or amended (except as may be stated);

          (ii) of the date through which rentals have been paid and amount
          thereof and, if requested by Landlord, that rent will not thenceforth
          be paid more than a given number of days in advance of the date due;

          (iii) of the dates of commencement and termination of this Lease;

          (iv) that no default, or state of facts, which with the passage of
          time or notice would constitute a default, exists on the part of
          either party hereto (except as may be stated);

          (v) that there are no defenses or offsets against the enforcement of
          this Lease by Landlord (or stating those claimed by Tenant);

          (vi) the amount of any security deposit which may have been posted by
          Tenant with Landlord; and

          (vii) such other information as may be reasonably requested.

     Each such statement shall be certified to Landlord and to any mortgagee,
     assignee, purchaser or any other person specified by Landlord.

     If Tenant shall fail to execute and deliver any such certificate or
     instrument within ten days after a request therefor, Tenant hereby
     irrevocably appoints and constitutes Landlord

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<PAGE>

     as Tenant's agent and attorney-in-fact for the purpose of executing and
     delivering any such certificates and instruments for and on behalf of
     Tenant.

14.3 No Termination. Except as otherwise provided in this Lease, Tenant shall
     have no right to surrender or terminate this Lease and Tenant shall not be
     relieved of its liability and obligation to pay rent and all other charges
     payable under this Lease or any of its obligations under this Lease, and
     Tenant waives any rights not or hereafter conferred upon it by statute or
     otherwise to terminate or surrender this Lease or the Leased Premises or
     any part thereof, or to any offset, retention, suspension, diminution,
     abatement or reduction of rent or other charges payable under this lease.

14.4 Reimbursement for Legal Expenses. If Tenant shall request anything of
     Landlord which shall require preparation or review of documents by
     Landlord's counsel, and if Landlord accedes to such request, Tenant shall
     reimburse Landlord, upon request the reasonable legal fees and expenses
     incurred by Landlord incident thereto in accordance with .Article 12.3.

14.5 Force Majeure. Except as herein provided with regard to abatement of rent,
     if Landlord shall be delayed or prevented from ding or performing any act
     or thing required hereunder by reason of strikes, lock-outs, weather
     conditions, breakdown, accident, casualties, acts of God, labor troubles,
     inability to procure materials, failure of supply, inability by the
     exercise of reasonable diligence to obtain supplies, parts, employees, or
     necessary services, failure of power, governmental laws, orders or
     regulations, actions of governmental authorities, riots, insurrection, war
     or 6other causes beyond the reasonable control of Landlord, or for any
     cause due to any act or neglect of Tenant or any Tenant-Related Party or
     any person claiming by, through or under Tenant or any Tenant-Related
     Party, then Landlord shall not be liable or responsible for any such delays
     and the doing or performing of such act or thing shall be excused for the
     period of delay and the period for the performance of any such act shall be
     extended for a period equivalent to the period of such delay.

14.6 Broker's Commissions. Tenant represents and warrants that there are no
     claims for brokerage commissions or finder's fees arising on account of the
     action or inaction of any Tenant-Related Party in connection with the
     execution of this Lease, and Tenant agrees to indemnify Landlord against
     all liabilities arising from any such claim, including cost of counsel
     fees.

14.7 Governing Law. This Lease shall be governed by and construed in accordance
     with the laws of the State of Louisiana, exclusive of its choice of law
     rules.

14.8 Representation by Corporate Tenant. In the event Tenant hereunder is a
     corporation, the parties executing this Lease on behalf of Tenant hereby
     covenant and warrant that Tenant is a duly qualified corporation authorized
     to do business in the State of Louisiana, that all franchise and corporate
     taxes have been paid to date and all future forms, reports, fees and other
     documents necessary to comply with applicable laws will be filed when due,
     and the person signing this Lease on behalf of the corporation is duly
     authorized to do so.

                                       27

<PAGE>

14.9 Headings and Index. The paragraph headings and the index to this Lease are
     for convenience and reference only, and the words contained therein shall
     in no way be held to explain, modify, amplify or aid in the interpretation,
     construction or meaning of the provisions of this Lease.

14.10 Partial Invalidity. If any provision of this Lease, or the application
     thereof to any person or circumstances, shall, to any extent, be invalid or
     unenforceable, the remainder of this Lease, or the application of such term
     or provision to persons or circumstances other than those as to which it is
     held invalid or unenforceable, shall not be affected thereby, and each term
     and provision of this Lease shall be valid and be enforced to the fullest
     extent permitted by law.

14.11 Successors and Assigns. Except as herein otherwise expressly provided, the
     terms hereof shall be binding upon and shall inure to the benefit of the
     heirs, executors, administrators, successors and assigns, respectively, of
     Landlord and Tenant. Each term and provision of this Lease to be performed
     by Tenant shall be construed to be both a covenant and a condition. The
     above reference to successors and assigns of Tenant is not intended to
     constitute a consent to assignment by Tenant.

14.12 When Lease Becomes Binding. Employees or agents of Landlord have no
     authority to make or agree to make a lease or any other agreement or
     undertaking in connection therewith. The submission of this document for
     examination and negotiation does not constitute an offer to lease, or a
     reservation of, or option for, the Leased Premises, and this document shall
     become binding only upon the execution and delivery hereof by both Landlord
     and Tenant and shall be considered effective as of the date set forth on
     page one hereof.

14.13 Other Leases and Tenants. Landlord reserves the absolute right to effect
     such other tenancies in the Building as Landlord, in the exercise of its
     sole business judgment, shall determine to best promote the interest of the
     Building. Notwithstanding anything in this Lease to the contrary, Tenant
     does not rely on the fact, and Landlord does not represent, that any
     specific tenant or number of tenants shall during the Lease Term occupy any
     space or any particular space in the Building. This Lease is and shall be
     considered to be the only agreement between the parties hereto and their
     representatives and agents. Tenant shall have no right whatsoever, either
     express or implied, under any such agreements between Landlord and such
     other tenants or under any of the terms or provisions on behalf of itself
     or any other party including Landlord.

14.14 No Partnership. Landlord shall in no event be construed, held or become in
     any way or for any purpose a partner, associate or joint venturer of Tenant
     or any Tenant-Related Party in the conduct of its business or otherwise.

14.15 Manner of Giving Notice. Any notice, communication, request, reply or
     advice in this Lease provided or permitted to be given or made by either
     party to the other shall effectively given only if in writing and (a)
     deposited in the United States Postal Service, certified or registered
     mail, postage prepaid, with return receipt requested; (b) sent by a
     national commercial courier service (e.g. Purolator, Airborne, Federal
     Express or Emery) delivery of which must be confirmed in writing by such
     courier; or (c) delivered in

                                       28

<PAGE>

     person to such party, or, if the party or parties to be notified be
     incorporated, to an officer of such party. Notices shall be effective only
     if and when delivered to the proper address. All notices shall be delivered
     at the following address:

          To Landlord:   US Unwired Inc.
                         One Lakeshore Drive, Ste. 1900
                         Lake Charles, LA 70629

          To Tenant:     Xspedius Corp.
                         One Lakeshore Drive, Ste. 1495
                         Lake Charles, LA 70629

          To Lender:     State Street Bank and Trust Company
                         2 Avenue de Lafayette
                         Boston, MA 02111
                         Attn: Global Investor Services Group Corporate Trust

     However, Landlord and Tenant, their respective successors, legal
     representatives and assigns shall have the right by at least fifteen (15)
     days' written notice to the other party given in the manner prescribed by
     this Article from time to time and at any time to change their respective
     addresses and each shall have the right to specify as its address any
     address within the continental Unites States. If the intended recipient
     deliberately avoids or refuses to accept any notice, then notice shall
     nonetheless be deemed given.

14.16 Rights of Tenant's Lender. Landlord acknowledges that Tenant may obtain
     financing from third party lenders (the "Lenders"). In connection with any
     such financing, and notwithstanding anything contained in this Lease to the
     contrary, the Landlord agrees as follows:

          1. In accordance with the terms of this Lease, the Tenant has the
     right to place certain personal property, inventory or equipment
     (collectively, the "Equipment") on some or all of the Premises from time to
     time. The Landlord waives and relinquishes any landlord's lien, rights of
     levy or distraint, claim, security interest or other interest the Landlord
     may now or hereafter have in or with respect to any of the Equipment,
     whether for rent or otherwise. The Landlord represents and warrants that it
     has received no notice from any person or entity other than the Lenders of
     any claim of right, title or interest in or to any of the Equipment.

          2. The Equipment may be installed in or located on the Premises and is
     not and shall not be deemed a fixture or part of the real property but
     shall at all times be considered personal property.

          The Lenders, at their option but at reasonable times and upon notice
     to the Landlord, may enter and use the Premises for the purpose of
     inspecting, repossessing, removing, selling or otherwise dealing with any
     of the Equipment, without thereby assuming the Lease or any other
     obligations of the Tenant; provided, however, that any

                                       29

<PAGE>

     damage to the Premises caused by the Lenders or their representatives shall
     be repaired by the Lenders at the Lenders' expense.

          3. The Landlord agrees to send notice in writing to the Lenders of
     each of the following events:

                    (a) The Landlord gives the Tenant any notice regarding any
          termination of any of the Tenant's rights to use, lease or remain in
          possession of the Premises;

                    (b) Any legal action is commenced by the Landlord to evict
          the Tenant from the Premises or to terminate or limit any of the
          Tenant's rights to use, lease or remain in possession of the Premises;
          or

                    (c) There is any change in ownership of the Premises (in
          such event, the Landlord will provide the name and address of each new
          owner of the Premises).

     Upon receipt of any notice of any breach of the Lease or any other contract
     relating to the Premises, the Lenders shall have the right, but not the
     obligation, to cure any default within thirty (30) days thereafter. Any
     payment made or act done by Lenders to cure any such default shall not
     constitute an assumption of the Lease or any obligations of the Tenant.

          4. The agreements contained herein may not be changed or terminated
     orally or by course of conduct and are binding upon the Landlord and the
     heirs, personal representatives, successors and assigns of the Landlord and
     inures to the benefit of the Lenders and the successors and assigns of the
     Lenders.

          5. This Article shall inure to the benefit of, and be binding upon,
     the successors, heirs and assigns of the Lenders and the Landlord. LANDLORD
     WAIVES ANY RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING
     OUT OF THIS ARTICLE OR THE LEASE.

                                       30

<PAGE>

     Landlord and Tenant have executed this Lease in the presence of the
undersigned respective witnesses effective as of the date first mentioned above.

WITNESSES AS TO LANDLORD:                     LANDLORD:
                                              US UNWIRED INC.


/s/ Illegible                                 By: /s/Brenda McElveen
---------------------------------             ----------------------------------
                                              Name: Brenda McElveen
                                              Title: VP of Administration


/s/ Illegible
---------------------------------


WITNESSES AS TO TENANT:                       TENANT:
                                              XSPEDIUS CORP.


/s/Illegible
---------------------------------             By: /s/Robert Sauser
                                              ----------------------------------
                                              Name: Robert Sauser


/s/Illegible                                  Title: President
---------------------------------

                                       31

<PAGE>

STATE OF LOUISIANA

PARISH OF CALCASIEU

     On this 5th day of February, 2001, before the undersigned Notary Public,
personally appeared:

                               Brenda S. McElveen

who after being duly sworn, declared that he/she is the VP Administration of US
Unwired Inc. and that he/she executed the foregoing Lease on behalf of US
Unwired, and acknowledges it to be the free act and deed of US Unwired Inc..


                                              /s/Brenda S. McElveen
                                              ----------------------------------


                                /s/ Shiela King
                                -----------------
                                  Notary Public

My Commission Expires: at death

STATE OF LOUISIANA
PARISH OF CALCASIEU

     On this 5th day of February, 2001, before the undersigned Notary Public,
personally appeared:

                                 Robert Sauser

who after being duly sworn, declared that he/she is the President of XSPEDIUS
CORP. and that he/she executed the foregoing Lease on behalf of Xspedius Corp.,
and acknowledges it to be the free act and deed of Xspedius Corp.


                                              /s/Robert Sauser
                                              ----------------------------------


                                /s/ Sandran Guidiy Barker
                                --------------------------
                                  Notary Public

My Commission Expires: Upon death

                                       32

<PAGE>

                                   Exhibit "B"

                              Rules and Regulations

1.   Tenant shall not operate, or permit to be operated, any mechanical
     machinery, steam engine, boiler, or stove without Landlord's written
     consent; Tenant will not allow the use of oil, burning fluids, kerosene,
     gasoline or other fuels to be used on the Leased Premises.

2.   No articles deemed as extra hazardous on account of fire or explosion shall
     be brought into the Leased Premises.

3.   Tenant shall not permit the preparation of food for consumption in the
     Leased Premises, nor the facilities for the preparation of food without
     written consent. Tenant shall not use the Leased Premises for housing,
     lodging, sleeping, nor any immoral or illegal purposes.

4.   Tenant shall not operate, or permit to be operated, any musical or sound
     producing instrument or device inside or outside the Leased Premises which
     may be heard outside the Leased Premises.

5.   Tenant shall not permit odors to emanate from the Leased Premises nor allow
     any objectionable noise to emanate from the Leased Premises.

6.   Tenant shall not allow any visitor or guest to disturb, solicit, or canvass
     any occupant of the Building and shall cooperate to prevent same.

7.   Landlord reserves the right to exclude from the Building, between the hours
     of 6:30 P.M. and 7:30 A.M., and in all hours on Sunday and legal holidays,
     all persons who do not present a pass to the Building, signed by Tenant.
     Each Tenant shall be responsible for all persons for whom he issued such
     pass and shall be liable to Landlord for all acts of such person.

8.   Tenant shall not bring or permit to be brought into the Building any
     bicycle, or any vehicle, or dog (except in the company of a blind person)
     or other animal or bird.

9.   Tenant shall not install any radio, microwave dish, television antenna or
     satellite dish on the roof, or on, or in any part of the inside or the
     outside of the Building, other than inside the Leased Premises without
     Landlord approval

10.  Tenant shall not use any illumination or power for the operation of any
     equipment or device other than electricity which shall be provided by
     Landlord.

11.  No wires or cables, nor lines shall be brought into the Leased Premises,
     nor shall there be permitted to operate, any electrical device from which
     may emanate electrical waves which may interfere with or impair radio or
     television broadcasting or reception from or in the Building.

<PAGE>

12.  Two keys to the locks on the corridor doors entering the Leased Premises
     shall be furnished by Landlord free of charge, with any additional keys to
     be furnished by Landlord to each Tenant, at Tenant's cost. Landlord may
     retain a pass-key to the premises and be allowed admittance thereto at all
     times to enable its representatives to examine or exhibit the Leased
     Premises from time to time. No additional locks or bolts of any kind shall
     be placed upon any of the doors, nor shall any change be made in existing
     locks. Each Tenant must upon his termination of tenancy restore to Landlord
     all keys to offices, restrooms and other areas.

13.  Tenant shall not paint, display, inscribe, maintain, or affix any sign,
     picture, advertisement, notice, lettering or direction on any part of the
     outside, except on hallway doors of the Leased Premises, and then only such
     name or names or matter and in such color, size, style, character and
     material as may be first approved by Landlord in writing. Landlord reserves
     the right to remove, at Tenant's expense, all matter other than that above
     provided for without notice to Tenant.

14.  Sidewalks, doorways, vestibules, balls, stairways and other similar areas
     shall not be obstructed by tenants or used by any tenant for any purpose
     other than ingress and egress to and from the premises and for going from
     one to another part of the Building.

15.  Plumbing, fixtures and appliances shall be used only for the purposes for
     which designed, and no sweepings, rubbish, rags or other unsuitable
     material shall be thrown or placed therein. Damage resulting to any such
     fixtures or appliances from misuse by Tenant or any other Tenant-Related
     Party shall be paid by Tenant and Landlord shall not in any case be
     responsible therefor.

16.  With respect to work being performed by Tenant in the Leased premises with
     the approval of Landlord, Tenants will refer all contractors, contractors'
     representatives and installation of technicians rendering any service to it
     to Landlord for Landlord's supervision, approval and control before the
     performance of any contractual services. This provision shall apply to all
     work performed in the Building including, but not limited to, installations
     of telephones, telegraph equipment, electrical devices and attachments,
     doors, entrance ways, and any and all installations of every nature
     affecting floors, walls, woodwork, trim, windows, ceilings, equipment and
     any other physical portion of the Building.

17.  Movement in or out of the Building of furniture or office equipment, or
     dispatch or receipt by tenants of any bulky material, merchandise or
     materials which requires use of elevators or stairways, or movement through
     the Building entrances or lobby shall be restricted to such hours as
     Landlord shall designate. All such movements shall be under the supervision
     of Landlord and in the manner agreed between the tenants and Landlord by
     prearrangement before performance. Such prearrangement initiated by a
     tenant will include determination by Landlord, and subject to its decision
     and control, as to the time, method, and routing of movement and as to
     limitations for safety or other concern which may prohibit any article,
     equipment or any other item from being brought into the Building. The
     tenants are to assume all risks as to the damage to articles moved and
     injury to persons or public engaged or not to engaged in such movement,
     including equipment, property and personnel of Landlord if damaged or
     injured as a result of acts in

<PAGE>

     connection with carrying out this service for a tenant from time of
     entering the property to completion of work; and Landlord shall not be
     liable for acts of any person engaged in, or any damage or loss to any of
     said property or persons resulting from, any act in connection with such
     service performed for a tenant.

18.  Landlord shall have the right to prescribe the weight and position of safes
     and other heavy equipment or items, which shall in all cases, to distribute
     weight, stand on supporting devices approved by Landlord. All damages done
     to the Building by the installation or removal of any property of a tenant,
     or done by a tenant's property while in the Building, shall be repaired at
     the expense of such tenant. Tenant shall bear all costs incurred by
     Landlord or Tenant in determining the feasibility or actual installation of
     any such heavy equipment.

19.  Corridor doors, when not in use, shall be kept closed.

20.  Each tenant shall cooperate with Landlord's employees in keeping its Leased
     Premises neat and clean.

21.  Landlord shall be in no way responsible to the tenants, their agents,
     employees or invitees for any loss of property from the Leased Premises or
     public areas or for any damages to any property thereon from any cause
     whatsoever.

22.  No machinery of any kind shall be operated by Tenant on its Leased Area
     without the prior written consent of Landlord, nor shall any tenant use or
     keep in the Building any inflammable or explosive fluid or substance.

23.  Landlord will not be responsible for lost or stolen personal property,
     money, or jewelry from Tenant's Leased Premises or public or common areas
     regardless of whether such loss occurs when the area is locked against
     entry or not.

24.  No curtains or other window treatments shall be placed between the glass
     and the Building standard window treatments without Landlord's written
     consent

25.  Tenant shall at no time carry open containers of coffee, beverage or other
     fluids in elevators, corridors, or other open areas of the Building. All
     such fluids shall be carried in approved, sealed containers.

26.  Landlord reserves the right to make such other and further rules and
     regulations as in its judgment may be for the safety, care and cleanliness
     of the Building and for the preservation of good order therein. Tenant
     agrees to abide by all such rules and regulations herein above stated and
     additional rules and regulations which are adopted.

<PAGE>

                         Description of Graphics to come
                              (ELEVENTH FLOOR PLAN)

<PAGE>

                         Description of Graphics to come
                              (SEVENTH FLOOR PLAN)

<PAGE>

                         Description of Graphics to come
                               (FIFTH FLOOR PLAN)

<PAGE>

                         Description of Graphics to come
                               (THIRD FLOOR PLAN)

<PAGE>

                         Description of Graphics to come
                               (SECOND FLOOR PLAN)

<PAGE>

                        Description of Graphics to, come
                               (FIRST FLOOR PLAN)

</TEXT>
</DOCUMENT>
