ZIX CORP
LEASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.27
<SEQUENCE>16
<FILENAME>d13228exv10w27.txt
<DESCRIPTION>LEASE AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.27

                  AMENDMENT #2 TO OFFICE SPACE LEASE AGREEMENT

         On November 27, 2000, Ft. Round Rock, Ltd. as "Landlord", and Aventis
Pharmaceuticals Inc., as "Tenant" entered into a Lease Agreement ("Lease"), as
amended by Amendment #1 dated February 28, 2001 covering approximately 10,423
square feet in Suite 450 at 1 Chisholm Trail, Round Rock, Williamson County,
Texas in a project known as Old Town Square.

         Landlord and Tenant desire to amend the terms of the Lease Agreement as
follows;

1.   Paragraph 2, Term, is hereby amended to provide that the term shall be
     extended to terminate on December 31, 2004.

2.   Paragraph 3, Rent, is hereby amended to provide that the base monthly
     rental shall be as follows:

          January 1, 2004-December 31, 2004: $12,160.17/month ($14.00 psf/year);

3.   Paragraph 39, Special Provisions, is amended to provide that the Tenant
     shall have the option to renew this lease for three (3) years at market, by
     giving Landlord no less than ninety days (90) written notice of their
     desire to renew this lease.

     The lease is hereby otherwise ratified and confirmed in all respects.

     Executed at Austin, Williamson County, Texas on this 19th day of November
     2003.

                                  TENANT: AVENTIS PHARMACEUTICALS INC.
                                  -s- [ILLEGIBLE]
                                  ------------------------------------

                                  LANDLORD: FT. ROUND ROCK, LTD.
                                  By: Live Oak Development, Inc. Gen. Partner

                                  -s- Daniel W. Herd
                                  ----------------------------
                                  By: Daniel W. Herd
                                  Title: President

<PAGE>

                  AMENDMENT #1 TO OFFICE SPACE LEASE AGREEMENT

          On November 27, 2000, Ft. Round Rock, Ltd. as "Landlord", and Aventis
Pharmaceuticals, Inc., as "Tenant", entered into a Lease Agreement ("Lease"),
covering approximately 5,253 square feet in Suite 450 at 1 Chisholm Trail, Round
Rock, Williamson County, Texas, in a project known as Old Town Square.

          Tenant desires to amend the Agreement to increase their rentable
square feet by leasing the adjoining space as depicted on the attached exhibit
"E", Landlord and Tenant now agree to amend the lease as follows:

1.   Paragraph 1, Leased Premises, is hereby amended to provide that the leased
     premises shall be expanded to include an additional 5,170 rentable square
     feet and is herein referred to as the "Expansion Space", The Expansion
     Space combined with the "Leased Premises" covered by the Lease (herein
     referred to as the "Original Space") being 5,253 rentable square feet
     constitutes a total of 10,423 rentable square feet.

2.   Paragraph 2, Term, is hereby amended to provide that the Original Space and
     the Expansion Space shall be coterminous and shall terminate on December
     31, 2003.

3.   Paragraph 3, Rent, is hereby amended to provide that the base monthly
     rental shall be as follows;

     The Basic Rental Amount for the original space of 5,253 rentable square
feet shall be:

          January 1, 2001-December 31, 2001: $6,128.50/month ($14.00 psf/year);
          January 1, 2002-December 31, 2002: $6,566.25/month ($15.00 psf/year);
          January 1, 2003 December 31, 2003: $7,004,00/month ($16,00 psf/year)

     The Basic Rental Amount for the Expansion Space of 5,170 rentable square
feet shall be: If tenant occupies Expansion Space prior to 4/1/01 such rent
shall be prorated,

          April 1, 2001-December 31, 2001: $6,031.67/month ($14,00 psf/year);
          January 1, 2002-December 31, 2002: $6,462.50/month ($15.00 psf/year);
          January 1,2003-December 31, 2003; $6,893.33/month ($16.00 psf/year)

          The Basic Rental Amount for the combined spaces shall be:

          January 1, 2001-March 31, 2001: $6,128,50/mo ($14,00 psf/year);
          April 1, 2001-December 31, 2001; $12,160.17/mo ($14.00 psf/year);
          January 1, 2002-December 31, 2002; $13,028.75/mo ($I5,00 psf/year);
          January 1, 2003-December 31,2003: $13,897.33/mo ($16.00 psf/year)

4.   Paragraph 6 (c) is hereby amended to provide that Tenant shall have 40
     general parking spaces and 4 covered reserved parking spaces.

5.   Paragraph 39, Special Provisions, is added to provide the following:
     Landlord agrees to provide Tenant with one (1) site sign panel,
     approximately 10 feet by 18 inches to be located on the third row of such
     site sign. Tenant shall pay to Landlord as part of the base monthly rental
     an additional $50 per month beginning April 1, 2001 for such site signage.
     Tenant will be responsible for the costs of installing such sign panel,
     which shall be approved by Landlord.

<PAGE>

6.   Exhibit "C" Tenant Finish Improvement shall be amended to provide up to
$52,115 or $5.00 per rentable square foot for improvements to the lease premises
that shall be shared between the Original 5,253 rentable square feet and the
Expansion Space of 5.170 rentable square feet allowance.

     The lease is hereby otherwise ratified and confirmed in all respects.

     Executed at Austin, Williamson County, Texas on this ___ day of February
     2001.

                                      TENANT: AVENTIS PHARMACEUTICALS, INC.

                                       /s/
                                      ------------------------------------
                                      By:

                                      LANDLORD: FT. ROUND ROCK, LTD.

                                       /s/  Daniel W. Herd
                                      ------------------------------------
                                      By: Daniel W. Herd
                                      Title: General Partner

<PAGE>

                          OFFICE SPACE LEASE AGREEMENT

STATE OF TEXAS         Section
                       Section
COUNTY OF TRAVIS       Section

         THIS LEASE AGREEMENT is made and entered into this 27th day of November
2000, by and between FT. ROUND ROCK, LTD., referred to as "Landlord" and AVENTIS
PHARMACEUTICALS INC., hereinafter referred to as "Tenant", without regard to
number or gender,

         1.       LEASED PREMISES: In consideration of the rents herein
provided, and the terms, provisions, and covenants hereof, Landlord hereby
leases, lets and demises to Tenant, and Tenants takes the leases from Landlord,
the following described premises (referred to in the lease as the "Leased
Premises") being Suite 450, in Old Town Square, ("the Building"), located at 1
Chisholm Trail in the city of Round Rock, Williamson County, Texas, the land on
which the Building is located is particularly described in Exhibit "A" attached
hereto (the "Property", and made a part hereof for all purposes.

         The number of square feet of net rentable area comprising the Leased
Premises shall be the number herein specified, and which is shown on the floor
plan attached hereto and designated Exhibit "B". which Exhibit is incorporated
herein by reference for all purposes.

         2.       TERM: The term of this lease will begin with the Rent
Commencement Date. The Rent Commencement Date is defined to be the earlier to
occur of (i) the 1st day of December 2000, (ii) the date of substantial
completion of improvements to be undertaken by Landlord, if any, or (iii) the
date Tenant occupies the Leased Premises. The lease will terminate (unless
extended under the provisions of this lease) on the last day of the thirty-six
(36th) full calendar month after the Rent Commencement Date, unless sooner
terminated in accordance with the terms and conditions hereinafter set forth.
Any occupancy of the Leased Premises by Tenant prior to the Rent Commencement
Date shall be subject to all of the terms and provisions of this lease. A "lease
year" as used herein shall mean that period beginning with the first day of the
first full calendar month of the lease term and ending on the last day of the
twelfth full month of the lease term. For all purposes of this Agreement, the
term "Effective Date" shall be the date of acceptance hereof by Landlord.
Notwithstanding the fact that the rent hereunder shall commence at the date
subsequent to the Effective Date of this Agreement, Landlord and Tenant intend
and agree that each snail have vested rights immediately upon execution of this
Agreement and this it is intended that this Agreement shall be fully binding
upon the parties, and shall be in full force and effect from and after the
execution hereof by Landlord and Tenant.

         3.       RENT: Tenant agrees to pay a base monthly rental for the use
and occupancy of the Leased Premises during the term hereof in the following
amount(s):

                  December 1, 2000 through December 31,2000: $0,00
                  January 1, 2001 through December 31, 2001: $6,128,50/month
                  ($14.00 psf/year)
                  January 1, 2002 through December 31, 2002: $6,566.25/month
                  ($15.00 psf/year)
                  January 1, 2003 through December 31, 2003: $7,004.00/month
                  ($16.00 psf/year)

<PAGE>

which amount(s) shall be payable in advance (without deduction or offset) each
month on the first day of the month beginning on the Rent Commencement Date and
shall be payable to Landlord at the address shown below. Such base rental shall
be subject to adjustment as hereinafter provided. If the monthly rental payment
is not received by Landlord on or before five (5) days following the due date,
said rental payment shall be in default and a service charge of 10% of the
defaulted payment may, at the option of Landlord, become due and payable in
addition to the regular rental owed under this lease. Tenant acknowledges that
late payment by Tenant to Landlord of rent or other sums due hereunder will
cause Landlord to incur costs not contemplated by this Lease, the exact amount
of which will be extremely difficult to ascertain, including, but not limited to
processing and accounting charges, and that such late charges represent a fair
and reasonable estimate of the cost that Landlord will incur by reason of the
late payment by Tenant. Should the Rent Commencement Date be on a day other than
the first day of the month, the rental for such partial month shall be
proportionately reduced (by the ration that the number of days in the month
prior to the Rent Commence Date bears to the total number of days in the month),
and rent for the first partial month shall be payable at the beginning of said
period.

                  Tenant shall deposit on the date of the execution of this
lease a security deposit of $6,128.50 in cash to be held by Landlord for the
security of performance by Tenant of the obligations herein contained, it being
expressly understood that such security deposit shall not be considered an
advance payment of rental or a measure of Landlord's damages in case of default
by Tenant. Tenant has deposited with Landlord the security deposit on the
understanding that:

                  (a) the security deposit or any portion thereof may be applied
to the curing of any default that may exist hereunder, without prejudice to any
other remedy or remedies which Landlord may have on account thereof, and upon
such application, Tenant shall pay Landlord on demand the amount so applied
which shall be added to the security deposit so the same shall be restored to
its original amount;

                  (b) should the Leased Premises be conveyed by Landlord, the
security deposit or any balance thereof may be turned over to Landlord's grantee
or assignee, and if the same be turned over. Tenant hereby releases Landlord
from any and all liability with respect to the security deposit and its
application, and Tenant agrees to look solely to such grantee or assignee for
such application or return;

                  (c)Landlord shall not be obligated to hold the security
deposit as a separate fund, or to pay Tenant any interest thereon, but may
commingle it with other funds; and

                  (d) if Tenant shall faithfully perform all of the covenants
and agreements in this lease contained on the part of Tenant to be performed,
the security deposit, or any then remaining balance thereof, shall be returned
to Tenant, without interest, within thirty(30) days after the expiration of this
lease.

                  Tenant hereby waives and disclaims all present and future
rights to apply any rental obligations against any obligation of Landlord,
howsoever incurred, or to assert that_any_ such obligation of Landlord entitles
Tenant to any counterclaim or any reduction, abatement, offset, or refund of
rent, and Tenant agrees not to claim or assert any such rights.

         4. USE OF LEASED PREMISES:

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<PAGE>

                  (a) The Leased Premises shall be used and occupied by Tenant
only for professional, executive or administrative general office purposes in
connection with Tenant's business or profession and for no other purpose
whatsoever.

                  (b) Tenant acknowledges that, except as herein expressly
provided, neither Landlord nor any agent of Landlord has made any representation
or warranty with respect to the Leased Premises or the Building or with respect
to the suitability of either for the conduct of Tenant's business, nor has
Landlord agreed to undertake any modification, alteration or improvement to the
Leased Premises except as provided in this lease. Landlord and Tenant expressly
disclaim any implied warranty that the Leased Premises are suitable for Tenant's
intended commercial purpose.

                  (c) Any use of the Premises in violation of the Rules and
Regulations is expressly prohibited,

         5.       LANDLORD IMPROVEMENTS: Landlord will, unless the Leased
Premises are leased on an "As Is" basis, install or cause to be installed in the
Leased Premises, at Landlord's expense, the building standard improvements
specified in Exhibit "C" hereto. All other or additional improvements to the
Leased Premises shall be installed at the sole cost and expense of the Tenant,
either by Landlord, or by contractors, subcontractors or other persons selected
by Tenant and approved in writing by Landlord, as Tenant shall direct, any such
improvements to be subject to the provision of Paragraph 10 thereof pertaining
to Alterations and Improvements.

         6.       LANDLORD SERVICES: Except as otherwise herein provided,
Landlord will pay for the water utilized in operating any and all facilities
serving the Leased Premises, and in addition, subject to Tenant's performance of
its obligations hereunder, Landlord will use all reasonable efforts to furnish
Tenant, while occupying the Leased Premises:

                  (a) Cold and hot water at those points of supply provided for
general use of other tenants in the building, central heat and air conditioning,
at such times as Landlord normally furnishes these services to other tenants in
the Building, and at such temperatures and in such amounts as are considered by
Landlord to be sufficient, (or at temperatures otherwise required by law),
janitor services on a five (5) day week basis, electric current, routine
maintenance, painting and electric lighting service for all public areas and
special service areas to the Building the manner and to the extent deemed by
Landlord to be sufficient. Failure by Landlord to any extent to furnish these
defined services, or any interruption or cessation thereof, resulting from
causes beyond the control of Landlord, shall not render Landlord liable in any
respect for injury or damages to either persons or property, nor shall such
event be construed as an eviction of Tenant, nor work an abatement of rent, nor
relieve Tenant from fulfillment of any covenant or agreement hereof. Should any
of the equipment or machinery break down, or for any cause cease to function
property. Landlord shall use reasonable diligence to repair the same promptly,
but Tenant shall have no claim for rebate of rent or damages on account of any
interruptions in service occasioned thereby or resulting therefrom so long as
Tenant shall have reasonable access to and use of the Leased Premises,

                  (b) Landlord shall provide adequate electrical facilities to
furnish power for Tenant's business requirements to include, but not be limited
to, typewriters, voice writers, calculating machines, computers, printers,
facsimile machines, copiers and other machines of similar low electrical
consumption; provided, however, that Tenant shall bear any utility costs,
including, without limitation, air conditioning costs occasioned by electro-data
processing

                                        3

<PAGE>

machines, date processing equipment, other machines of high electrical
consumption, special lighting in excess of building standard, and any other item
of electrical equipment which (singly) consumes more than 0.5 kilowatts at rated
capacity or requires voltage other 120 volts single phase. To the extent
permitted by law before or during the term of this lease, Landlord, at its
option, may cause a water meter or electric current meter or such similar device
to be installed on the Leased Premises so as to measure the amount of water and
electric current consumed by Tenant, The cost of any such meters and of
installation, maintenance, and repair thereof shall be paid for by Tenant and
Tenant agrees to pay to Landlord, promptly upon demand by Landlord, for all such
excess water and electric expense incurred. If a separate meter is not installed
or Landlord is prevented from installing a separate meter by operation of law,
such excess cost for such water and electric current will be established by an
estimate made by the utility company, electrical engineer, or an independent
consultant, which estimate shall be binding on Tenant.

                  (c) Tenant shall have 20 general parking spaces and 2 covered
reserved parking spaces. Landlord reserves the right to designate the location
of such spaces. For each parking space. Tenant shall pay to Landlord ( as
Additional Rent hereunder) the sum of $ 0  or a total sum of $ 0 per month for
all parking spaces provided by Landlord to Tenant. It is specifically agreed and
understood that Tenant and all employees and agents of Tenant will park in the
areas designated by Landlord, and that Tenant, its employees and agents shall
not park On the area at the front of the Building, inasmuch as these areas are
intended specifically for visitors of the tenants in the building. For the
benefits of all tenants in the Building, the Landlord at Landlord's sole
discretion, shall have the right to issue parking stickers to Tenants and
Tenant's employees and agents, so that the vehicles belonging to tenants of the
Building can be distinguished from those belonging to visitors and invitees at
the Building. Landlord, as a service to the tenants of the Building, shall use
reasonable efforts to enforce these regulations, and shall have the authority to
cause vehicles owned by tenants at the Building (including the Tenant) to be
towed away at the expense of the owner of such tenant parking. It is
specifically agreed and understood that except as provided for herein above,
Landlord shall have the sole discretion of designating parking spaces in areas
at the Building and in charging fees for parking at the Building, Tenant shall
not charged for use of their parking spaces as noted above. The rules and
regulations pertaining to parking at the Building shall be subject to change
from time to time, according to such changes as published by Landlord in the
rules and regulations of the Building, or otherwise.

                  Landlord shall repair and maintain the structural portions of
the Building, including the basic plumbing, air conditioning, heating, and
electrical systems, unless such maintenance and repairs are necessitated in part
or in whole by the act. neglect, fault, or omissions of Tenant, its agents,
servants, employees, or invitees, in which case Tenant shall pay to Landlord the
reasonable cost of such maintenance and repairs.

                  Landlord or its agents shall rot be liable for any damage to
property entrusted to employees of the Building, nor for loss or damage to any
property by theft or otherwise, nor for any injury to or damage to persons or
properties resulting from fire, explosion, falling plaster. steam, gas.
electricity, water or rain which may leak from any part of the Building or from
the pipes, appliances, or plumbing works therein or from the roof, street, or
subsurface or from any other place resulting from dampness or any other cause
whatsoever, unless caused by or due CO the gross negligence or willful
misconduct of Landlord, its agents, servants or employees. Landlord or its
agents shall not be liable for loss of business by Tenant, nor for any
consequential damages, nor shall Landlord be liable for any latent defect in the
Leased Premises or the Building except to

                                        4

<PAGE>

repair such defect. Tenant shall give prompt notice to Landlord in case of fire
or accident in or on the Leased Premises or in the Building or of defects
therein.

                  Landlord shall not be liable or responsible to Tenant for any
loss or damage or expense which Tenant may sustain or incur if either the
quantity or character of electric Service or other utility service is changed or
is no longer available or is no longer suitable for Tenant's requirements.

         7.       QUIET ENJOYMENT: Landlord warrants that it has full right to
execute and to perform this lease and to grant the estate demised herein and
that Tenant, upon payment of the rent herein required, and performing the terms,
conditions, covenants and agreements herein contained, shall peaceably and
quietly have, hold and enjoy the Leased Premises during the full terms of this
lease and any extension or renewal hereof.

         8.       REPAIRS AND MAINTENANCE: Unless otherwise expressly provided
herein, Landlord shall not be required to make any improvements or repairs of
any kind or character on the leased premises during the term of this lease.
Tenant shall, at its own cost and expense, repair or restore any damage or
injury to the Leased Premises, or any part thereof, caused by Tenant or Tenant's
agents, employees, invitees, licensees or visitors; provided, however, if Tenant
fails to make such repairs or replacements promptly. Landlord may. at its
option, make such repairs or replacements, and Tenant shall reimburse the cost
thereof to Landlord on demand.

                  Tenant shall not commit or allow any waste, or damage to be
committed on any portion of the Leased Premises, and at the termination of this
lease, by lapses of time or otherwise, " Tenant shall deliver Said Leased
Premises to Landlord in as good condition as that date of initial possession by
Tenant, ordinary wear and tear excepted, and upon such termination of this
lease, Landlord shall have the right to re-enter and resume possession of the
Leased Premises. The cost and expense of any repair necessary to restore the
condition of the Leased Premises to the condition in which they are to be
delivered to Landlord shall be borne by Tenant.

         9.       OPERATING EXPENSES:

                  (a) Tenant agrees to pay as additional rent (over and above
the bass rental) Tenant's proportionate share of operating expenses, prorated
with respect to partial calendar years in which the lease is in effect.
Operating cost per net rentable square foot shall be determined by dividing the
operating costs of the Building for the year in question by the total net
rentable area within the Building. Tenant's proportionate share of the excess
operating expenses shall be equal to the net rentable area (in square feet) of
the Leased Premises multiplied by the operating cost per net rentable square
foot as determined in the manner described above. Landlord wilt use its best
efforts to invoice Tenant for the operating expenses within ninety (90) days
after the end of each calendar year in which this additional rental is due and
Tenant agrees to make payment of the additional rental to Landlord, within
thirty (30) days following receipt of the billing. Landlord may, at its option,
prior to the commencement of any calendar year, or during any calendar year,
estimate the amount of the operating expenses for the forthcoming year or for
the current year. Landlord shall compute Tenants proportionate share of such
estimated operating expenses and one-twelfth (l/12) of Tenants proportionate
share (as so estimated) shall be paid by Tenant each month as additional rent.
Landlord shall use its best effort to compute the actual operating expenses for
the year in question within ninety (90) days of the conclusion of such year, and
if the expenses for the estimated payments collected from Tenant during the year
are insufficient to cover Tenant's proportionate share of the actual operating
expenses for the calendar year in

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<PAGE>

question. Tenant shall within thirty (30) days after receipt of a billing from
Landlord pay the difference to Landlord. If Landlord's estimates exceed the
amount of actual operating expenses. Landlord shall, at its option, either
refund the amount overpaid by Tenant or credit the amount overpaid by Tenant to
Tenant's proportionate share of operating expenses for the next calendar year in
which the lease is in effect. In the event this lease terminates prior to the
expiration of a calendar year. Landlord shall not be required to wait until the
close of the calendar year in order to finally determine Tenant's proportionate
share of operating expenses for such partial year and to make any adjustments
(and/or collections) made necessary by such determination. Instead, Landlord, at
Landlord's option, may (i), if Tenant is then paying as additional rent an
amount respecting estimated monthly operating costs, retain such estimated
monthly operating cost payments as Tenant's proportionate share of operating
costs for that year or (ii) base its final determination of Tenant's
proportionate share of operating costs on the assumption that such operating
costs shall increase over the actual operating costs incurred for the previous
year (hereinafter call the ("Measuring Year") by the same percentage amount that
the actual operating costs incurred for the Measuring Year exceeded those costs
actually incurred in the year prior to the Measuring Year. In such event,
Landlord shall divide the operating costs per square Foot) as determined the
manner described above) for the year in which Tenant's Lease is terminated by
365 and then multiply such per diem figure by the number of days during such
year during which Tenant's lease was in effect. Landlord then shall invoice
Tenant for such amount and Tenant agrees to pay the same to Landlord within
thirty (30) days of receipt of Landlord's invoice.

                  (b) Landlord shall have the right in any full or partial
calendar year to adjust the actual or estimated operating expenses of the
Building of which the Leased Premises are a part, to an amount which Landlord
reasonably calculates would be the operating expenses of the Building if it were
100% occupied for a full calendar year, and in such case Tenant's proportionate
share of  operating expenses shall be based on that amount.

                  (c) The term "operating expenses" as used above shall include
all expenses incurred with respect to the maintenance and operation of the
Building, including but not limited to, maintenance and repair costs,
electricity, fuel, water, sewer, gas and other utility charges, security, window
washing, janitorial services, trash and snow removal, landscaping, pest control,
elevator maintenance, maintenance of the air-conditioning and heating and
ventilation system, parking garage and parking lot maintenance, traffic control,
amounts paid to contractors or subcontractors for work or services performed in
connection with the operation and maintenance of the Building, amounts paid for
supplies used in connection with the operation and maintenance of the building,
all insurance costs, including fire and extended coverage and general liability
insurance, all taxes, assessments and governmental charges attributable to the
Building or its operation, fees for permits relating to the Building. and such
other general and administrative costs, management, legal and accounting
expenses that Landlord may From time to time deem necessary, (including, but not
limited to management fees) and shall also include amortization of the cost of
installation of investment items that are primarily for the purpose of reducing
operating costs or that may be required by governmental authority. All such
costs shall be amortized over the reasonable life of the capital investment
items, with reasonable life and amortization schedule being determined in
accordance with generally accepted accounting principles. The term "operating
expenses' shall not, however, include any capital improvements to the Building
(except as herein otherwise specifically provided). repairs or restoration for
which Landlord receives insurance reimbursement, advertising or promotional
expenses, depreciation allowance or expenses, leasing or rental commissions, or
payments on any mortgage or indebtedness of Landlord

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<PAGE>

                  (d) Notwithstanding any expiration or termination of this
lease prior to the lease expiration date (except in the case of a cancellation
mutual written agreement) Tenant's obligation to pay any and all additional rent
under this lease shall continue and shall cover all periods up to and including
the lease expiration or termination of this lease. If any amounts which become
due by reason of escalation of rent are not paid by the tenth (10th) day
following the day on which they are due a service charge of ten percent (10%) of
such rental escalation amount shall become due and payable in addition to such
rental escalation. Said service charge is for the purpose of reimbursing
Landlord for the extra costs and expenses incurred in connection with the
handling and processing of late rental escalation payments.

         10.      ASSIGNMENT OR SUBLEASE: Landlord shall have the right to
transfer and assign, in whole or in part, its rights and obligation in the
Building and property that are the subject of this lease. Tenant shall not
assign this lease or sublet all or any part of the Leased Premises with out the
prior written consent of Landlord, which consent shall not be unreasonably
withheld, conditioned or delayed. Tenant shall have the right to assign this
Lease without the prior written consent of the Landlord if the proposed assignee
or sublessee is, and continues to be, an Affiliate of the Tenant, or is an
entity resulting from the merger or consolidation of the Tenant with or into
such entity. Landlord shall have the option, upon receipt from Tenant of a
written request for Landlord's consent to subletting or assignment, to cancel
this Lease as of that date which is thirty (30) days from receipt by Landlord of
the request from Tenant to sublet or assign. The option of Landlord to cancel
the Lease, as provided for above, shall be exercised, if at all, within fifteen
(15) days following Landlord's receipt of such written notice, by delivering
written notice of Landlord's intention to exercise the option to so cancel this
Lease. In the event Tenant seeks the consent of Landlord to an assignment or
subleasing of the Leased Premises, Tenant shall  furnish or cause to be
furnished to Landlord such financial data, credit information, trade or business
information and other information respecting the proposed assignee or sublessee
as Landlord may reasonably request in form and content reasonably satisfactory
to Landlord. Tenant shall ensure that parking space requirements for assignee or
sublessee will be in accordance with parking space allotment stated in Section 6
(c). In the event of any assignment or subletting permitted by Landlord, Tenant
nevertheless at all times, shall remain fully responsible and liable for the
payment of the rent and for compliance with all of Tenant's other obligations
under the terms, provisions and covenants of this lease. Upon the occurrence of
an "event of default" as defined below, if all or any part of the Leased
Premises are then assigned or sublet. Landlord, in addition to any other
remedies provided by this lease or provided by law, may at its option, collect
directly from the assignee or subtenant all rents becoming due to Tenant by
reason of the assignment or sublease, and Landlord shall have a security
interest in all properties on the Leased Premises to secure payment of such
sums. Any collection directly by Landlord from the assignee or subtenant shall
not be construed to constitute a novation or a release of Tenant from the
further performance of its obligations under this lease,

         11.      ALTERATIONS AND IMPROVEMENTS: Tenant shall not make or allow
to be made any alteration or physical addition in or to the Leased Premises
without first obtaining the written consent of Landlord. Any and all such
alteration, physical additions or improvements to the Leased Premises shall be
surrendered to landlord upon the termination of this Lease, by lapse of time or
otherwise; provided, however, this paragraph shall not apply to moveable
equipment, trade fixtures or furniture of Tenant, which may be removed by Tenant
at the end of the term of this Lease if Tenant is not then in default.

                  Tenant shall bear the cost of all removal of Tenant's property
from the Leased Premises and all repairs to the Leased Premises necessitated by
such removal.

                                        7

<PAGE>

                  All work performed by Tenant with respect to the Leased
Premises shall be performed so as not to alter the exterior or interior
appearance of the Building and so as not to adversely affect the structure or
safety of the Building, shall comply with all building safety, fire and other
codes and governmental insurance requirements, shall be performed so as not to
result in any usage in excess of Building standard of water, electricity,
heating, ventilation, or air conditioning (either during or after such work)
unless prior written arrangements satisfactory to Landlord are entered into. All
work shall be completed promptly and in a good workmanlike manner and shall be
performed in such a manner that no valid mechanic's, materialman's other similar
liens attach to Tenants leased estate or to the Building, or the land upon which
it is situated, and in event shall Tenant permit, or be authorized to permit,
any such liens (valid or alleged) or other claims to be asserted against
Landlord or Landlord's rights, estates, and interests with respect to the
Building, the land on which it is situated, or the lease.

         12.      USAGE AND VOIDING INSURANCE: Tenant shall not occupy or use,
or permit any portion of the Leased Premises to be occupied or used for any
business or. purpose which is unlawful, or extra hazardous, or permit anything
to be done which would in any way increase the rate of fire insurance coverage
in the Leased Premises, and/or the contents of the Building, and in the event
that, by reason of such acts of Tenant, there shall be any increase in the
insurance rates of Building or contents above normal rates, Tenant agrees to pay
Landlord on demand, as additional rental, an amount equal to all such increases.

         13.      HAZARDOUS MATERIALS:

         (a)      Tenant, at Tenant's expense, shall comply with all laws,
rules, orders, ordinances, directions, regulations and requirements of
federal, state, county and municipal authorities pertaining to Tenant's use of
the Demised Premises and with the recorded covenants, conditions and
restrictions, regardless of when they become effective, including, without
limitation, all applicable federal, state and local laws, regulations or
ordinances pertaining to air and water quality. Hazardous Materials (as
hereinafter defined), waste disposal, air emissions and other environmental
matters, all zoning and other land use matters, and utility availability, and
with any direction of any public officer or officers, pursuant to law, which
shall impose any duty upon Landlord or Tenant with respect to the use or
occupation of the Leased Premises.

         (b)      Tenant shall not cause or permit any Hazardous Material to be
brought upon, kept or used in or about the Leased Premises by Tenant, its
agents, employees, contractors or invitees without the prior written consent of
Landlord, which Landlord shall not unreasonably withhold as long as Tenant
demonstrates to Landlord's reasonable satisfaction that such Hazardous Material
is necessary or useful to Tenant's business and will be used, kept and stored in
a manner that complies with all laws regulating any such Hazardous Material so
brought upon or used or kept in Or about the Leased Premises, If Tenant breaches
the obligations stated in the preceding Section or sentence, or if the presence
of Hazardous Material on the Leased Premises caused or permitted by Tenant
results in contamination of the Leased Premises, or if contamination of the
Leased Premises by Hazardous Material otherwise occurs for which Tenant is
legally liable to Landlord o for damage resulting therefrom, then Tenant shall
indemnify, defend and hold Landlord harmless from any and all claims, judgments,
damages, penalties fines, costs, liabilities or losses (including, without
limitation, diminution in value of the Leased Premises, damages for the loss or
restriction on use of rentable or useable space or of any amenity of the Leased
Premises, damages arising from any adverse impact on marketing of space, and
sums paid in settlement of claims, attorney's fees, consultant fees and expert
fees) which arise during or after the Lease Terms as a result of

                                        8

<PAGE>

such contamination. This indemnification of Landlord by Tenant includes,
without limitation, costs incurred in connection with any investigation of site
conditions or any clean-up, remedial, removal or restoration work required by
any federal, state or local governmental agency or political subdivision because
of Hazardous Material present in the soil or ground water on or under the Leased
Premises. Without limiting the foregoing, if the presence of any Hazardous
Material on the Leased Premises caused or permitted by Tenant results in any
contamination of the Leased Premises. Tenant shall promptly take all actions at
its sole expense as are necessary to return' the Leased Premises to the
condition existing prior to the introduction of any such Hazardous Material to
the Leased Premises, provided that Landlord's approval of such actions shall
first be obtained. The foregoing indemnity shall survive the expiration or
earlier termination of this Lease.

         (c)      As used herein, the term "Hazardous Material" means any
pollutant, toxic substance, hazardous waste, hazardous material, hazardous
substance, or oil as defined in or pursuant to the Resource conservation and
Recovery Act, as amended, the Comprehensive Environmental Response,
Compensation, and Liability Act, as amended, the Federal Clean Water Act, as
amended, or any other federal, state or local environmental law, regulation,
ordinance, rule, or bylaw, whether existing as of the date hereof, previously
enforced or subsequently enacted.

         (d)      Tenant shall disclose to Landlord the names and amounts of all
Hazardous Materials, or any combination thereof, which were stored, used or
disposed of on the Leased Premises, or which Tenant intends to store, use or
dispose of in the Leased Premises.

         14.      INDEMNITY, INSURANCE, SECURITY AND WAIVER OF SUBROGATION: By
taking possession of the Leased Premises, Tenant accepts the Leased Premises as
suitable for the purpose for which the Leased Premises are leased and accepts
the building and each and every appurtenance thereof, and Tenant by said act
waives any and all visible defects as well as defects that are ascertainable
by the exercise of due diligence. Landlord shall not be liable to Tenant or.
Tenant's agents, employees, guests, invitees or to any other person whomsoever,
for any injury to persons or damage to property on or about the Leased Premises
or the common facilities caused by the negligence or misconduct of Tenant, its
employees, subtenants, licensees and concessionaires or of any other person
entering the Building under express or implied invitation of Tenant or arising
out of the use of the Leased Premises by Tenant and the conduct of its business
therein or arising out of any breach or default by Tenant in the performance of
its obligations hereunder.

         Except as otherwise provided in this Lease, Tenant agrees to indemnify
and save harmless Landlord, its agents, officers, directors and employees,
together with their respective successors, heirs and assigns, from and against
all claims, demands and causes of action of every kind and character without
limit and without regard to the cause or causes thereof or the negligence of any
person or entity indemnified hereunder, arising in connection herewith in favor
of the Tenant or Tenant's employees, agents, guests or invitees on account of
bodily injury, death, loss or damage to property occurring on or about the
Leased Premises or the Building. Except as otherwise expressly limited herein,
it is the intent of the parties hereto that all indemnity obligations and/or
liabilities of Tenant under terms of this Agreement be without limit and without
regard to the cause or causes thereof, including pre-existing conditions, strict
liability, or the negligence of any indemnified person or entity, whether such
negligence be sole, joint or concurrent, active or passive except for Landlord's
gross negligence or willful misconduct. The indemnity provided by Tenant will
survive the expiration of the Lease Term.

         Except as otherwise provided in this Lease, Landlord agrees to
indemnify and save harmless Tenant, its agents, officers, directors and
employees, together with their respective

                                        9
<PAGE>

successors, heirs and assigns, from and against all claims, demands and causes
of action of every kind and character without limit and without regard to the
cause or causes thereof or the negligence of any person or entity indemnified
hereunder, arising in connection herewith in favor of the Landlord or Landlord's
employees, agents, guests or invitees on account of bodily injury, death, loss
or damage to property occurring on or about the Leased Premises or the Building.
Except as otherwise expressly limited herein, it is the intent of the parties
hereto that all indemnity obligations and/or liabilities of Landlord under terms
of this Agreement be without limit and without regard to the cause or causes
thereof, including pre-existing conditions, strict liability, or the negligence
of any indemnified person or entity, whether such negligence be sole, joint or
concurrent, active or passive except for Tenant's gross negligence or willful
misconduct. The indemnity provided by Landlord will survive the expiration of
the Lease Term.

         Landlord and Landlord's agents and employees shall not be liable to
Tenant for any injury to person or damage to property sustained by Tenant or any
person claiming through Tenant resulting from any accident or occurrence in the
Leased Premises, the Building, or the Property, including, but not limited to
consequential damages, resulting from the Landlord's failure to maintain any
portion of the Leased Premises or other portions of the Building in good repair
or from any defect in or failure of equipment, pipes or wiring, or from broken
glass, or the backing up of drains, or gas, water, steam, electricity or oil
leaking, escaping or flowing into the Leased Premises (except where due to
Landlord's willful or grossly negligent failure to make repairs required to be
made hereunder, after the expiration of a reasonable time after written notice
to Landlord of the need for repairs or the existence of any such condition).

         All fire and extended coverage insurance carried either by Landlord or
Tenant covering losses arising out of the destruction of or damage to the Leased
Premises or its contents or to other portions of the Building, or the Property
shall provide for a waiver of rights of subrogation against Landlord and Tenant
on the part of the insurance carrier and to the extent, but only to the extent.
that such insurance shall require a release of the claim of the insured against
the other party for losses arising out of the hazard covered, thereby such claim
shall be deemed released.

         Landlord and Tenant, and all parties claiming under the lease, mutually
release and discharge each other from all claims and liabilities arising from or
caused by any casualty or hazard covered or required hereunder to be covered,
in whole or in part, by insurance on the Leased Premises or in connection with
any property located in or activities conducted on the Leased Premises, and
waive any right of subrogation which might otherwise exist in or accrue to any
person on account thereof, provided, that such release shall not operate in any
case where the effect is to invalidate or increase the cost of such insurance
coverage (provided, that in the case of increased cost, the other party shall
have the right, within 30 days following written notice, to pay such increased
cost, thereby keeping such release and waiver in full force and effect).

         15.      COMPLIANCE WITH RULES OF BUILDING: Tenant will comply with the
rules of the Building adopted by Landlord which are set forth in Exhibit "D"
which is attached hereto and incorporated herein by reference for all purposes.
Landlord shall have the right to change such rules and regulations or to amend
them in any reasonable manner for the safely, care and cleanliness of the
Building, and the Leased Premises, and for preservation of good order therein,
all of which changes and amendments will be sent by Landlord to Tenant in
writing and shall be thereafter binding upon and carried out and observed by
Tenant. Tenant shall be responsible for compliance with such rules and
regulations by the employees, servants, agents and invitees of Tenant. Use by
Tenant and its employees and agents of parking areas in the vicinity Of the
Building in which the Leased Premises are located shall be subject to such rules
and

                                       10
<PAGE>

regulations governing use and charges as Landlord may from time to time
prescribe, including the designation of specific areas in which automobiles
owned by Tenant, its employees, agents, and invitees shall be parked. Tenant
will furnish to Landlord upon request a complete list of license numbers and
physical description of all automobiles operated by Tenant, its employees and
agents.

         16.      LANDLORD'S RIGHT OF ENTRY: Tenant shall permit Landlord its
agents or representatives to enter into and upon any part of the Leased
Premises, with a minimum of 24 hours prior notice, to inspect same, to clean or
make such repairs, alterations or additions thereto as Landlord may deem
necessary or desirable, or for the purpose of determining Tenant's use thereof
or whether an act of default under this lease has occurred. In the event of an
emergency, Landlord shall, without prior notice, access the Leased Premises,
informing Tenant of such access the next business day. Tenant shall not be
entitled to any abatement or reduction of rent by reason of any such repairs,
alterations or additions reasonably required to be made by Landlord hereunder.

         17.      NUISANCE: Tenant shall conduct its business and control its
agents, employees and invitees in such a manner as not to create any nuisance,
or interfere with, annoy or disturb any other tenant in the Building, or
Landlord in its management of the Building.

         18.      CONDEMNATION AND LOSS OR DAMAGE: If the Leased Premises shall
be taken or condemned in whole or in substantial part as determined by Landlord,
for any public purpose, this lease shall at the option of either party,
forthwith cease and terminate. All sums awarded or agreed upon for such
condemnation or taking shall be the property of Landlord. If a portion of the
Building shall be taken or condemned such that in Landlord's sole judgment it
shall be no longer economically feasible to operate the Building, this Lease
shall, at the option of Landlord, forthwith cease and terminate.

         19.      FIRE AND CASUALTY DAMAGE: If the Leased Premises should be
damaged or destroyed by fire, tornado or other casualty, Tenant shall
immediately give notice thereof to the Landlord. If the Leased Premises shall
be partially destroyed by fire or other casualty so as to render the premises
untenantable, in the judgment of Landlord or responsible government officials,
the rent herein shall abate upon such notice and until such time as the Leased
Premises are made tenantable by Landlord. If only a portion of the Leased
Premises are rendered untenantable, the rental herein shall abate as to such
portion until such portion is again made tenantable by Landlord. In the event of
the total destruction of the Leased Premises, or if the Leased Premises shall be
so damaged that Landlord shall decide not to rebuild, then all rent owed up to
the time of such destruction or termination shall be paid by Tenant and this
lease shall cease and terminate as of the date of such notice by Tenant to
Landlord.

                  Landlord shall, at all times during the term of this lease, at
Landlord's expense, maintain a policy or policies of insurance, insuring the
Building against loss or damage by fire. If the annual premiums charged Landlord
for such casualty insurance exceed the standard premium rates because the nature
of Tenant's operation results in extra hazardous exposure, then Tenant shall
upon receipt of appropriate premium invoices reimburse Landlord for such
increase in such premiums.

                  Landlord shall not be obligated to insure any furniture,
equipment, machinery, goods, supplies or any other property not covered by this
lease which Tenant may bring or obtain upon the Leased Premises, or any
additional improvements which Tenant may construct thereon. Tenant shall
maintain at its expense fire and extended coverage insurance of at least 90
percent

                                       11
<PAGE>

(90%) of the full insurable value of all its personal property, including
furniture and removable trade fixtures, located in the Leased Premises and on
all additions and improvements made by Tenant and not required to be insured by
Landlord above.

         20.      LIABILITY INSURANCE: Tenant shall, at Tenant's expense, obtain
and keep in force during the term of this lease a policy of comprehensive public
liability insurance insuring Landlord. Live Oak Development, Inc., and Tenant
against any liability arising out of the ownership, use, occupancy, or
maintenance of the Leased Premises and all areas appurtenant thereto. The limits
or amounts of said insurance coverage shall not, however, limit the liability of
the Tenant hereunder. Tenant may carry said insurance coverage under a blanket
policy, providing, however, said insurance by Tenant shall name Landlord as an
additional insured. If Tenant shall fail to procure and maintain said insurance,
Landlord may, but shall not be required to, procure and maintain same, and in
such event, premiums and costs therefor shall be reimbursed and paid by Tenant
to Landlord on demand by Landlord. Tenant shall deliver to Landlord prior to
occupancy of the Leased Premises copies of policies of liability insurance
required hereon or certificates evidencing the existence and amounts of such
insurance with loss payable clauses satisfactory to Landlord but in no event
shall the limits of such policy or policies be in an amount less than One
Million Dollars ($1.000,000.00) in respect of injuries to or death of any one
person arising out of any one occurrence, and an amount of not less than One
Hundred Thousand Dollars ($100,000.00) in respect of property damaged or
destroyed in any one occurrence. No policy shall be cancelable or subject to
reduction of coverage except after thirty (30) days prior written notice to
Landlord.

         21.      HOLDING OVER: In the event of holding over by Tenant after the
expiration or termination of this lease, such hold over shall be as a tenant at
sufferance, and all of the terms and provisions of this lease shall be
applicable during such period, except that Tenant shall pay Landlord as rental
for each month (or fractional month) of such hold over an amount equal to the
rent due for the last month of the term of this lease, plus 50% of such amount,
and Tenant shall vacate said Leased Premises and deliver the same to Landlord
upon Tenant's receipt of notice from Landlord to vacate said Leased Premises.
The rent payable during such hold over period shall be payable to Landlord on
demand. No holding over by Tenant, whether with or without consent of Landlord
shall operate to extend this lease except as herein expressly provided. Tenant
shall indemnify Landlord against all claims for damages by any other lessee to
whom Landlord may have leased all or any part of the Leased Premises covered
hereby, effective upon termination of this lease, which arises as a result of
Tenant's holding over.

         23.      EVENTS OF DEFAULT: The following events shall be deemed to be
Events of Default by Tenant under this Lease:

                  (a) Tenant shall fail to pay more than one (1) installment of
rent in a twelve (12) month period, on the date that same is due and such
failure shall continue for a period of five (5) business days after Landlord
shall have given notice to the Tenant specifying the amount of rent which is
unpaid. For this purpose, notice may be given on the fifth day by nationally
recognized overnight courier.

                  (b) Tenant shall fail to comply with any term, condition or
covenant of this lease, other than the payment of rent, and shall not cure such
failure within fifteen (15) days after written

                                       12
<PAGE>

notice thereof to Tenant, or if such failure cannot reasonably be cured within
the said fifteen (15) days. Tenant shall not have commenced to cure such failure
within said fifteen (15) days and shall not thereafter, with reasonable
diligence and good faith, proceed to cure such failure.

                  (c) Tenant shall become insolvent, or shall make a transfer in
fraud of creditors, or shall make an assignment for the benefit of creditors.

                  (d) Tenant shall file a petition under any section or chapter
of the National Bankruptcy Act. as amended, or under any similar law or statue
of the United States or any State thereof; Tenant shall be judged bankrupt or
insolvent in any proceeding filed against Tenant thereunder, or Tenant's
financial condition, in Landlord's reasonable judgment, is such that Landlord
reasonably believes that Tenant's continued performance of its obligations under
this Lease is in jeopardy, or if Landlord otherwise reasonably deems itself
insecure.

                  (e) A receiver or trustee shall be appointed for all or
substantially all of the assets of Tenant and such receivership shall not be
terminated or stayed within the time permitted by law.

         24.      LANDLORD REMEDIES: Upon any Event of Default, Landlord may, in
addition to all other rights and remedies afforded Landlord hereunder or by law
or equity, take any one or more of the following actions:

                  (a)      Terminate this Lease by giving Tenant written notice
thereof, in which event. Tenant shall pay to Landlord the sum of (i) all Rent
accrued hereunder throughout the date of termination, (ii) all other amounts due
hereunder, and (iii) an amount equal to (A) the total rent that the Tenant would
have been required to pay for the remainder of the term of this Lease
discounted to present value minus (B) the then present fair rental value of the
Leased Premises for such period, similarly discounted.

         (b)      Terminate Tenant's right to possession of the Leased Premises
without terminating this lease by giving of written notice to Tenant, in which
event Tenant shall pay to Landlord (i) all rent and other amounts accrued
hereunder to the date of termination of possession, (ii) all other amounts due
hereunder and (iii) all rent and other sums required hereunder to be paid by
Tenant during the reminder of the Term, diminished by any sums thereafter
received by Landlord through reletting the Leased Premises during said period.
Landlord shall use reasonable efforts to relet the Leased Premises on such terms
and conditions as Landlord in its sole discretion may determine (including a
term different that the lease term, rental concessions, alterations and repair
of the Leased Premises); however, Landlord shall not be obligated to relet the
Leased Premises before leasing other portions of the Building, Landlord shall
not be liable, nor shall Tenant's obligations hereunder be diminished because of
Landlord's failure to relet the Leased Premises or collect rent due in respect
of such reletting. Reentry by Landlord in the Leased Premises shall not affect
Tenants obligations hereunder for the unexpired lease term; Landlord may; from
time to time, bring action against Tenant to collect amounts due by Tenant,
without the necessity of landlord's waiting until the expiration of the lease
term; if Landlord elects to proceed under this Section 24(b), it may at any
time, elect to terminate this Lease under Section 24(a).

                  (c)      Landlord may alter the locks or other security
devices at the Leased Premises, and if it does so Landlord shall not be required
to provide a new key to Tenant unless Tenant has cured all Events of Default.

                                       13
<PAGE>

         25.      DEFAULTS BY LANDLORD: Landlord shall not be in default under
this lease, and Tenant shall not be entitled to exercise any right, remedy or
recourse against Landlord or otherwise as a consequence of any alleged default
by Landlord under this lease, unless and until Landlord fails to perform any of
its obligations hereunder and said failure continues for a period of 30 days
after Tenant gives Landlord written notice thereof specifying, with reasonable
particularity, the nature of Landlord's failure, provided, however, that if the
failure cannot reasonably be cured within the 30 day time period, Landlord shall
not be in default hereunder if Landlord or Landlord's Mortgagee commences to
cure the failure within the 30 days and thereafter pursues the curing of same
diligently to completion. If Landlord defaults under this Lease and, as a
consequence of the default. Tenant recovers a money judgment against Landlord,
the judgment shall be satisfied only out of, and Tenant hereby agrees to look
solely to, the interest of Landlord in the Building and Property as the same may
then be encumbered, and Landlord shall not otherwise be liable for any
deficiency. In no event shall Tenant have the right to levy execution against
any property of Landlord other than its interest in the Building or property.
The foregoing shall not limit any right that Tenant might have to obtain
specific performance of Landlord's obligations hereunder.

         26.      NON-WAIVER OF BREACH: Failure of Landlord to declare any
default immediately upon occurrence thereof, or delay in taking any action in
connection herewith, shall not waive such default and Landlord shall have the
right to declare any such default at any time and take such action as might be
lawful or authorize hereunder, either in law or in equity.

         27.      ATTORNEYS FEES: In the event Tenant is in default in the
performance of any of the terms, covenants, agreements, or conditions contained
in this lease and Landlord places the enforcement of this lease, or any part
thereof, or the collection of any rent (or other amounts) due, or to become due
hereunder, or recovery of the possession of the Leased Premises in the hands of
an attorney, or files suit upon the same, Tenant agrees to pay Landlord
reasonable attorney's fees, and other reasonable expenses incurred by Landlord
as a result of such default, including without limitation, court costs.

         28.      SIGNS: Landlord shall provide and install all letters and
numerals on entrance doors in or at the Leased Premises. All such letters and
numerals are to be the building standard, graphics, and no others shall be used
or permitted on the Leased Premises without the prior written consent of
Landlord and such other third parties having consent rights. Tenant shall, at
Tenant's expense, remove all such signs at the termination of this lease, and
such installation and removal shall be made in such manner as to avoid injury,
defacement, or overloading of the building or other improvements.

         29.      HOLD HARMLESS: Landlord shall not be liable to any person
whomsoever, for any injury to persons or damage to property on or about the
Leased Premises, caused by the act or omissions of Tenant, its agents, servants
or employees, or by any other persons entering upon the Leased Premises under
express or implied invitation by Tenant, or caused by the Tenant's improvements
located on the Leased Premises. Tenant agrees to indemnify Landlord and hold it
harmless for any loss, expense, or claims arising out of any such damage or
injury.

         30.      NOTICE:

                  (a) All rent and other payments required to be made by Tenant
to Landlord hereunder shall be due and payable to Landlord in Austin. Travis
County. Texas at the address

                                       14
<PAGE>

hereinbelow set forth, or such other address as Landlord may specify from time
to time by written notice delivered to Tenant in accordance herewith.

                          Landlord Address: Live Oak Development, Inc., 2630
Exposition Boulevard, Suite 703. Austin. Texas 78703-

                  (b) Any notice or document required or permitted to be
delivered hereunder shall be deemed to be delivered (whether or not actually
received) when deposited in the United States Mail, postage prepaid, certified
mail, return receipt requested, addressed to the parties hereto at the
respective addresses set forth below, or at such other addresses as they shall
specify by written notice delivered in accordance herewith. Delivery in person
shall always be effective delivery of notice.

                          To Landlord:      Live Oak Development, Inc.
                                            2630 Exposition Boulevard
                                            Suite 203
                                            Austin, Texas 78703.

                          To Tenant:        Aventis Pharmaceuticals Inc.
                                            399 Interpace Parkway
                                            Parsippany, NJ 07054
                                            Attention General Counsel

                          With a copy to:   Robert Cull
                                            N.A. Real Estate
                                            Aventis Pharmaceuticals Inc.
                                            P.O.Box 6800
                                            Route 202-206
                                            Bridgewater, NJ 08867

         31.      SUBORDINATION: Tenant accepts this lease subject to any
mortgages which might now or hereafter constitute a lien upon the Building or
the Property, and to building and fire ordinances, governmental regulations, and
restrictive covenants relating to the use of the Building. Tenant shall, at any
time hereafter, on demand, execute any instrument of release or other document
that may be required by any mortgagee, for the purpose of subjecting and
subordinating this lease to the lien of any such mortgagee, and for the purpose
of confirming to such mortgagee that this lease is in full force and effect,
that Tenant is in possession of the Leased Premises, starting the commencement
date of this Lease Agreement, and such other requirements as mortgagee may
reasonably request. With respect to mortgage(s) hereafter constituting a lien on
the Leased Premises, the Building or the Property, Landlord, at its sole option,
shall have the right to waive the applicability of this paragraph so that this
lease will not be subject to and subordinate to any such mortgage(s).

         32.      TENANT'S ESTOPPEL: Tenant shall, from time to time, upon not
less than five (5) days prior written notice by Landlord, execute, acknowledge
and deliver to Landlord a written statement certifying that this lease is
unmodified and in full force and effect (or that the same is in full force and
effect as modified, listing the instruments of modification), the dates to which
the rent and other charges have been paid, and whether or not to the best of
Tenant's knowledge, Landlord is in default hereunder. It is intended that any
such statement delivered pursuant to this paragraph may be relied upon by a
prospective purchaser of Landlord's interest or mortgagee of

                                       15
<PAGE>

Landlord's interest or assignee of any mortgage upon Landlord's interest in the
Building or the Property.

         33.      NO REPRESENTATIONS: Neither party has made any representations
or promises, except as contained herein, or in some further writing signed by
the party making such representations or promises.

         34.      MECHANICS LIENS: Tenant shall keep the Leased Premises (and
the Building and Property) free from any liens arising out of work performed,
materials furnished, or obligations incurred by Tenant. In the event such a lien
is imposed or claimed, Tenant shall within ten (10) days after notice from
Landlord, discharge any mechanic's liens for materials or labor claimed to have
been furnished to the Leased Premises (or the Building) on Tenant's behalf. If
default in payment by Tenant of any such lien shall continue for more than
twenty (20) days after written notice thereof from Landlord to Tenant, Landlord
shall have the right and privilege at Landlord's option of paying the same or
any portion thereof without inquiry as to the validity thereof, and any amounts
so paid, including expenses and interest, shall be due from Tenant to Landlord
and shall be repaid to Landlord immediately upon demand, with interest thereon
accruing until paid in an amount equal to the highest non-usurious rate
permitted by law (State or Federal).

         35.      JOINT AND SEVERAL LIABILITY: If there be more than one Tenant,
the obligations hereunder imposed upon Tenant shall be joint and several. If
there be a Guarantor of the obligations hereunder imposed upon Tenant, there
shall be a joint and several obligation of Tenant and such Guarantor(s) and
Landlord need not first proceed against Tenant hereunder before proceeding
against such Guarantor(s), nor shall any such Guarantor(s) be released from its
guarantee for any reason whatsoever.

         36.      TAXES ON TENANT'S PROPERTY: Tenant shall be liable for all
taxes levied or assessed against personal property, furniture or fixtures placed
by Tenant on the Leased Premises. If such taxes for which Tenant is liable are
levied or assessed against Landlord or Landlord's property and if Landlord
elects to pay the same, or if the assessed value is increased by the inclusion
of personal property, furniture or fixtures placed by Tenant on the Leased
Premises, and Landlord elects to pay the taxes based on such increase. Tenant
shall pay to Landlord upon demand that part of such taxes for which Tenant is
primarily liable hereunder together with interest thereon until paid accruing at
the maximum lawful (non-usurious) interest rate then permitted to be charged
under state or federal law (whichever is higher).

         37.      COMPLETION OF PREMISES: If, for any reason, the Leased
Premises shall not be ready for occupancy by Tenant on January 1, 2001, the
Landlord shall grant to Tenant three (3) days rent abatement for each one (1)
day delay, unless delay is caused directly by Tenant, the result thereof being
that Tenant's obligation to pay rent shall not commence until those
aforementioned abated days after the Leased Premises are ready for occupancy,
whereupon this lease and all covenants, conditions and agreements herein shall
be given full force and effect: and the abatement of rent for such period prior
to delivery of Leased Premises to Tenant or occupancy, as above set out, shall
be in full settlement of all claims which Tenant might otherwise have by reason
of the Leased Premises not being ready for occupancy on the date of the
commencement of the term as set forth herein. It is expressly agreed that
Landlord shall not be liable for any claims, damages or liabilities in
connection therewith, other than abatement of rent. No delay in the completion
of the Leased Premises resulting from delay or failure on the part of Tenant in
furnishing information or other matters required, and no delay resulting from
completion of work, if any, that is to be performed it Tenant's expense shall
delay the lease commencement date or

                                       16
<PAGE>

lease expiration date is other than as set forth in Paragraph 2 hereof, then
upon request by either Landlord or Tenant, both parties shall execute,
acknowledge, and deliver a certificate setting forth the actual commencement
date and expiration date.

         38.      GENERAL:

                  (a) This lease shall be construed under and in accordance with
the laws of the State of Texas and all obligations of the parties created
hereunder are performable in Travis County, Texas.

                  (b) In case any one or more of the provisions contained in
this least shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality of unenforceability shall not affect
any other provisions thereof and this lease shall be construed as if such
invalid, illegal or unenforceable provisions had never been contained herein.

                  (c) This Agreement constitutes the sole and only agreement of
the parties hereto and supersedes any prior understandings or written or oral
agreements between the parties respecting the subject matter hereof.

                  (d) Time is of the essence of each and every term, covenant
and condition of this lease.

                  (e) This Agreement may not be altered, changed or amended
except by an instrument in writing signed by all parties hereto.

                  (f) All exhibits, attachments, annexed instruments and addenda
referred to herein shall be considered a part hereof for all purposes with the
same force and effect as it copied at full length herein.

                  (g) The captions or headings of paragraphs in this lease are
inserted for convenience only and shall not be considered in construing the
provisions hereof if any questions of intent should arise.

                  (h) The terms, conditions and covenants contained in this
lease, shall apply to, inure to the benefit of, and be binding upon the parities
hereto and their respective (permitted) successors in interest and legal
representatives, and permitted assigns, except as otherwise herein provided. All
rights, powers privileges, immunities and duties of Landlord under this lease,
including, but not limited to, any notices required or permitted to be delivered
by Landlord to Tenant hereunder, may at Landlords option, be exercised or
performed by Landlord's agent or attorney.

                  (i) Landlord shall have the right to transfer and assign, in
whole or in part, all of its rights and obligations hereunder in the Building
including, without limitation, its interest under the terms of this lease.

                  (j) If the interest of Landlord under this lease shall be
transferred by reason of foreclosure or other proceedings for enforcement of any
mortgage on the Building. Tenant shall be bound to such transferee (herein
sometimes called the "Purchaser") under the terms, conditions and covenants of
this lease for the balance of the term herein remaining and any extensions or
renewals hereof which may be effected in accordance with the terms and
provisions hereof.

                                       17
<PAGE>

Tenant does hereby agree to attorn to the purchaser, as its Landlord, said
attornment to be effected and self-operative without the execution of any
further instruments upon the Purchaser succeeding to the interest of the
landlord under this lease. The respective rights and obligations of Tenant and
Purchaser upon such attornment to the extent of the then remaining balance of
the terms of this lease and any such extensions and renewals, shall be and are
the same as those set forth herein.

                  (k) Notwithstanding anything to the contrary contained herein
whenever a period of time is herein prescribed for action to be taken by
Landlord or Tenant, Landlord or Tenant, as the case may be, shall not be liable
or responsible for, and there shall be excluded from the computation for any
such period of time, any delays due to strikes, riots, acts of God, shortage of
labor or materials, war, governmental laws, regulations or restrictions, or any
other causes of any kind whatsoever which are beyond the control of Landlord or
Tenant.

                  (l) If Tenant is a corporation, each individual executing this
lease on behalf of said corporation represents and warrants that he or she is
duly authorized to execute and deliver this lease on behalf of said corporation
in accordance with a duly adopted resolution of the board of directors of said
corporation or in accordance with the bylaws of said corporation, and that this
Lease is binding upon said corporation in accordance with its terms. If Tenant
is a general partnership, limited partnership, trust, or other legal entity,
each individual executing this lease on behalf of said entity represents and
warrants that he or she is duly authorized to execute this lease on behalf of
such entity in accordance with such entity's governing instruments, and that
this lease is binding upon such entity. Upon Landlord's request, Tenant shall
furnish Landlord with proper proof of due authorization for Tenant's execution
of this Lease as Landlord shall require.

                  (m) Tenant shall not record this Lease or a short form
memorandum hereof without the express prior written consent of Landlord.

                  (n) Tenant shall not use the name of the Building or of the
development in which the Building is situated for any purpose other than as an
address of the business to be conducted by Tenant in the Leased Premises.

                  (o) No broker or other agent has shown the Leased Premises or
the Building to the Tenant, or brought either to the Tenant's attention, except
Don Quick & Associates (the "Broker"), whose entire commission therefor is set
forth in a separate document and which commission the Tenant understands will be
paid by the Landlord directly to the person named. The Broker shall be eligible
for future commissions for any additional space within this building the Tenant
may lease as long as the Broker is actively involved in the acquiring of this
additional space.

                                       18
<PAGE>

         IN WITNESS WHEREOF, Landlord and Tenant have caused this lease to be
executed in duplicate originals on the date first hereinabove provided.

EXECUTED BY TENANT                      TENANT: AVENTIS PHARMACEUTICALS INC.
on this the 27th day
of Nov, 2000.

                                        /s/ [ILLEGIBLE]
                                        --------------------------------
                                        By:

EXECUTED BY LANDLORD                    LANDLORD: FT. ROUND ROCK. LTD.
on this the 27th day of
Nov, 2000 which
shall be the Effective Date of
this Lease

                                        /s/ Daniel W. Herd
                                        --------------------------------
                                        By: Daniel W. Herd, General Partner

REAL ESTATE AGENT: Don Quick & Associates

                                       19

</TEXT>
</DOCUMENT>
