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Maine-Portland-537 Congress Street Lease - Hega Realty Trust and Systems Consulting Co. inc.

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                        ARTICLE I - REFERENCE DATA

       Each reference in this Lease to any of the following subjects shall be
construed to incorporate the data stated for that subject in this Article:

LANDLORD AND LANDLORD'S ADDRESS:

             Lisa Ryan, Jeanne Kubiak &
             Roberta Whittier, Trustees for
             HEGA REALTY TRUST
             c/o Hampstead Hospital
             East Road
             Hampstead, NH 03841

TENANTS AND TENANT'S ADDRESS:

             Systems Consulting Company, Inc.
             537 Congress Street, Suite 500
             Portland, Maine 04101
             883-5052 (Mark @ Home)
             761-0079 (Work)

SCHEDULED TERM COMMENCEMENT DATE: November 1,1996

TENANT'S SPACE: 537 Congress Street, Suites 500, 501 & 404, Portland, Maine

TERM: Three (3) Years

OPTION:           One (1) - two (2) year option at;
                  Year 4: $10.50 per sq. ft. or $20,117.13/month
                  Year 5: $11.00 per sq. ft. or $21,075.08/month

BASE RENT:        Year 1: $6.00 per sq. ft. or $11,495.50/month
                  Year 2: $8.18 per sq. ft. or $15,672.20/month
                  Year 3: $10.18 per sq. ft. or $19,504.03/month

SECURITY DEPOSIT: $600.00 (Received $175.00 on 9/1/89)

RENTABLE FLOOR AREA OF TENANT'S SPACE: Approximately 22,991 Square Feet

PERMITTED USES: The premises may be used solely by the Tenant for the sole
                purpose of carrying on general office uses, including
                computer programming and consulting and for no other use or
                purpose without the prior written consent of the Landlord
                in each instance.

REOUIRED PUBLIC LIABILITY INSURANCE:

                Bodily Injury - $1,000,000/1,000,000
                Property Damage - $500,000


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<PAGE>

                              ARTICLE II - PREMISES

       In consideration of the rent and of the covenants hereinafter contained,
the Landlord does hereby lease to the Tenant, and Tenant hereby leases from the
Landlord certain space, situated on the fourth and fifth floor of the J.B. Brown
Building located at 537 Congress Street, Portland, Maine, which space is more
specifically known as Suites 500, 501 and 404 and is hereinafter referred to as
the premises. Said premises shall be used by the Tenant only for those purposes
designated in Article I and for no other purpose or purposes.

                               ARTICLE III - TERM

       3.01 The term of this lease shall commence on November 1, 1996 and shall
terminate three (3) years thereafter.

                                ARTICLE IV - RENT

       4.01 The tenant shall pay base rent in equal monthly installments in
advance on the first day of each month during the term hereof, said rent to be
prorated for portions of a calendar month at the beginning or end of said term,
all payments to be made to the Landlord or to such agent and at such place as
the Landlord shall from time to time in writing designate, the following being
now so designated: DIRIGO MANAGEMENT COMPANY. INC., 45 EXCHANGE STREET.
PORTLAND, MAINE 04101. If Tenant does not pay base rent, supplemental and
additional rents, other fees and charges due pursuant to the terms of this
Lease, then the Landlord, in its sole discretion, may charge, in addition to any
other remedies it may have, a late charge for each month or part thereof that
the Tenant fails to pay the amount due after the due date. The late charge shall
be one-twelfth (1/12) of the annual prime rate at Casco Northern Bank existing
at the time that the late charge is to be assessed multiplied by the amount
unpaid. Any payments made by check that are returned are subject to a $25.00
service charge.

       4.02 No payment by the Tenant or receipt by the Landlord of a lesser
amount than the monthly installments of rent herein stipulated shall be deemed
to be other than on account of the earliest stipulated rent nor shall any
endorsement or statement on any check or any letter accompanying any check or
payment as rent be deemed an accord and satisfaction, and the Landlord may
accept such check for payment without prejudice to the Landlord's right to
recover the balance of such rent or pursue any other remedy in this lease
provided.

                         ARTICLE V - LANDLORD COVENANTS

       5.01 Landlord covenants and agrees that it will without additional charge
furnish the following;

              (a) Heating and cooling of the Tenant's space;

              (b) Elevator service;

              (c) Water for drinking and ordinary sanitary purposes. If the
              Tenant requires water for any other purpose, it shall pay for the
              same and any sewer charges


                                       2
<PAGE>

              connected therewith, and shall at its own expense, install a meter
              or measuring device for said purpose unless the Landlord shall
              elect to supply water and invoice the Tenant for the same at the
              going rate charged by the utility company supplying the same;

              (d) Cleaning and janitor service in the common areas equal in
              scope, quality, and frequency to that provided in first class
              office buildings in the City of Portland;

              (e) Maintenance and repair of the roof, exterior walls, windows,
              structure, heating and plumbing systems, and electrical system and
              common areas and common facilities of the building as necessary to
              maintain them in good order and condition; provided however, that
              any such maintenance or repairs made necessary by fault or neglect
              of the Tenant or the employees and visitors of the Tenant shall be
              at the expense of the Tenant and the Tenant shall pay all costs
              thereof;

              (f) Snow removal

       5.02 The Landlord shall not be liable to anyone for interruption in or
cessation of any service rendered to the premises or building or agreed to by
the terms of this Lease, due to any accident, the making of repairs, labor
difficulties, trouble in obtaining fuel, electricity, service or supplies from
the sources from which they are usually obtained for said building, or any cause
beyond the Landlord's control; excepting the negligence or intentional acts of
the Landlord, its agents or employees, and except to the extent that the
liability of the Landlord is insured by virtue of a general comprehensive
Landlord public liability insurance policy, which the Landlord agrees to
maintain with respect to the building;

                          ARTICLE VI - TENANT COVENANTS

       6.01 The Tenant acknowledges by entry thereupon that said premises are in
good satisfactory order, repair and condition, and covenants during said term;

              (a) To pay, when due, all rent and other charges set forth herein;
              electricity for Tenant's lights and plugs, all charges for trash
              removal, for telephone, and other communication systems used at,
              and supplied to, the premises, and other utilities not provided by
              the Landlord; light bulbs and ballasts after initial installation;

              (b) To keep said premises in as good order, repair and condition
              as the same are in at the commencement of said term or may be put
              thereafter, damage by fire or unavoidable casualty and reasonable
              use and wear excepted; and, at the termination of this Lease,
              peaceably to yield up said premises and all additions, alterations
              and improvements thereto in such good order, repair and condition,
              first removing all goods and effects not attached to the premises,
              repairing all damage caused by such removal, and leaving the
              premises clean and tenantable. If the Landlord in writing permits
              the Tenant to leave any such goods and chattels at the premises,
              and the Tenant does so, the Tenant shall have no further claims
              and rights in such goods and chattels as against the Landlord or
              those claiming by, through or under the Landlord;


                                       3
<PAGE>

              (c) The Tenant shall not erect or install any sign or other type
              display whatsoever, upon the exterior of the building, without the
              prior express written consent of the Landlord; and the Landlord
              shall have the right to require that the Tenant's sign be of a
              particular type, size, quality, and style and that the same be
              placed and maintained in such location as the Landlord may
              designate; and the Tenant shall not use in, on or about the
              demised premises any advertising medium which may be heard or
              experienced outside thereof, such as flashing lights, flashlights,
              loudspeakers, phonograph records, or radio broadcasts without
              first having obtained the Landlord's written consent which shall
              not be unreasonably withheld;

              (d) Not to injure or deface said premises or building; not to
              permit on said premises any auction sale, inflammable fluids,
              chemicals, nuisance, objectionable odor; not to permit the use of
              said premises for any purpose other than set forth herein or any
              use thereof which is improper, offensive, contrary to law or
              ordinance, or liable to invalidate or increase the premiums for
              any insurance on the building or its contents or liable to render
              necessary any alterations or additions to the building;

              (e) Not to obstruct in any manner any portion of the building not
              hereby demised or the sidewalks or approaches to said building or
              any inside or outside windows or doors; and to conform to all
              reasonable rules and security regulations now or hereafter made by
              the Landlord for the care and use of said premises, the building,
              its facilities and approaches;

              (f) Not to assign this Lease nor make any sublease at any time
              without the Landlord's consent which shall not be unreasonably
              withheld; provided, however, that in the event of any such
              assignment, subletting, or permitted action by the Tenant, the
              Tenant shall continue until the end of the term hereof to be fully
              obligated to fulfill all of the terms and conditions hereof;

              (g) Not to make any alterations, nor to permit the making of any
              holes in any part of said building, nor to paint or place any
              signs, drapes, curtains, shades, awnings, aerials or flagpoles or
              the like, visible from the outside of said premises, that is, from
              outdoors or from any corridor or other common area within the
              building, nor to permit anyone except the Tenant to use any part
              of the premises for desk space or for mailing privileges without
              on each occasion obtaining prior written consent of the Landlord;

              (h) Not to move any safe, heavy equipment, freight, bulky matter
              or heavy fixtures in or out of the building except at such times
              and in such manner as the Landlord shall designate after written
              request from the Tenant; and to place and maintain business
              machines and mechanical equipment in such settings as will most
              effectively reduce noise and vibration;

              (i) Not to place a load upon any floor of the premises in excess
              of 50 pounds live load per square foot or in violation of what is
              allowed by law;

              (j) That the Landlord may enter the premises to install, maintain,
              use, repair and


                                       4
<PAGE>

              replace pipes, ducts, wires, meters and any other equipment,
              machinery, apparatus and fixtures in said premises to serve said
              premises and to serve other parts of said building;

              (k) To save the Landlord harmless and indemnify as follows; (i)
              the Tenant covenants at its sole cost and expense at all times
              during the Lease Term to defend and save the Landlord free,
              harmless and indemnified from all injury, loss, claims or damage
              (including reasonable attorney's fees and expenses) to any person
              or property arising from, related to or in connection with the use
              and occupancy of the Demised Premises or conduct or operation of
              the Tenant's business, except for any loss caused by the
              negligence or willful misconduct of the Landlord, its agent or
              employees; (ii) the Tenant shall store its property in and shall
              occupy the Demised Premises and all other portions of the building
              at its own risk;

              (l) To maintain with responsible companies authorized to do
              business in the State of Maine and approved by the Landlord,
              liability insurance, with contractual liability endorsement
              covering the matters set forth in Subsection 1 above, against all
              claims, demands or actions for injury to or death of any one
              person in an amount of not less than One Million ($1,000,000)
              Dollars and for injury to or death of more than one person in an
              amount of not less than One Million ($1,000,000) Dollars and for
              damage to property in an amount of not less than Five Hundred
              Thousand ($500,000) Dollars made by or on behalf of any person,
              firm or corporation, arising from, related to, or connected with
              the conduct or operation of the Tenant's business, or caused by
              acts or omissions of the Tenant or anyone claiming a right to be
              on or about the property by reason of permission granted by the
              Tenant which is either express or implied, or by any of the
              Tenant's officers, agents, servants, suppliers, employees, or
              contractors. All insurance provided by the Tenant as required by
              this Subsection shall name the Landlord and the lessor under any
              underlying or overriding lease as additional insureds as their
              interests may appear and shall include the holder of any mortgage
              on the fee or on any underlying or overriding leasehold estate
              under a standard mortgagee clause to the extent the Landlord
              informs the Tenant of the same in writing. On or before the
              commencement date, the Tenant shall deliver to the Landlord the
              original insurance policy or policies, or appropriate
              certificates, together with satisfactory evidence of the payment
              of the premiums associated therewith;

              (m) To hold all property of the Tenant, including fixtures,
              furniture, equipment and the like of the Tenant, or of any other
              owner situated at the premises, at the Tenant's own risk, and to
              pay when due all taxes assessed during the term of this Lease
              against any leasehold interest or personal property of any kind
              owned or placed in, upon or about said premises by the Tenant;

              (n) Upon reasonable advance notice, to permit the Landlord or its
              agents to examine the premises at reasonable times and, if the
              Landlord shall so direct, to make any repairs or additions and, at
              the Tenant's expense to remove any alterations, additions, signs,
              drapes, curtains, shades, awnings, aerials or flagpoles, or the
              like, not consented to in writing; and to show the premises to


                                       5
<PAGE>

       prospective tenants during the six (6) months preceding the expiration of
       this Lease;

       (o) To permit the Landlord at any time or times to decorate common areas,
       and to make, at its own expense, repairs, alterations, additions and
       improvements, structural or otherwise, in or to said building or any part
       thereof, and during such operations to take into and through said
       premises or any part of the building all materials required and to close
       or temporarily suspend operation of the entrances, doors, corridors,
       elevators or other facilities, Landlord agreeing, however, that it will
       carry out such work in a manner which will cause the Tenant a minimum
       inconvenience and business interruption;

       (p) Not to install any vending machines or food service equipment in the
       demised premises without first obtaining the Landlord's prior written
       approval, which approval shall not be unreasonably withheld; except for
       the Tenant's coffee machine, microwave and refrigerator;

       (q) To exercise reasonable efforts to prevent any employee of the Tenant
       from violating any covenant or obligation of the Tenant hereunder;

       (r) In the case of any lien attaching by reason of the conduct of the
       Tenant to immediately pay and remove the same; this provision shall not
       be interpreted as meaning that the Tenant has any authority or power to
       permit any lien of any nature or description to attach to or be placed
       upon the Landlord's title or interest in the building, the premises, or
       any portion thereof;

       (s) To keep the premises equipped with all safety appliances required by
       law or any public authority because of the use made by the Tenant of the
       premises;

       (t) That the rights and remedies to which the Landlord may be entitled
       under the terms of this Lease are cumulative and are not intended to be
       exclusive of any other rights or remedies to which the Landlord may be
       properly entitled in case of any breach or threatened breach by the
       Tenant of any portion of the Lease;

       (u) That acceptance by the Landlord of a lesser sum than the base rent,
       supplemental rent or other fees or charges then due shall not be deemed
       to be other than on account of the earliest installment of such rent or
       other fees or charges due, nor shall any endorsement or statement on any
       check or any letter accompanying any check or payment as rent or other
       payments be deemed an accord and satisfaction and the Landlord may accept
       such check or payment without prejudice to Landlord's right to recover
       the balance of such installment or pursue any other remedy in this Lease.
       The delivery of keys to any employee thereof shall not operate as a
       termination of this Lease or a surrender of the premises;

       (v) To pay Landlord's expenses, including reasonable attorney's fees,
       incurred in enforcing any obligation of this Lease which has not been
       complied with;

       (w) That without limitation of anything elsewhere herein contained, the
       Landlord


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<PAGE>

       may;

              (i) designate and change the name and street address of the
              building; provided, however, that the Landlord shall first give
              reasonable notice thereof to the Tenant;

              (ii) retain and use in appropriate instances keys to all doors
              within and into the premises and to change the locks to the
              premises if the Landlord deems it advisable and provides Tenant
              with reasonable advance notice and keys to such new locks. No lock
              shall be changed by the Tenant without prior written consent of
              the Landlord;

              (iii) enter upon the premises and exercise any and all of the
              Landlord's rights without being deemed guilty of an eviction or
              disturbance of the Tenant's use or possession and without being
              liable in any manner to the Tenant;

       (x) That the Tenant shall not remove any of its fixtures from the
       premises at any time that the Tenant is in default under any of the terms
       of this Lease (except for white boards and bulletin boards);

       (y) In the event the Tenant wishes to provide outside services for the
       demised premises over and above those services to be provided by the
       Landlord as set forth herein, the Tenant shall first obtain the prior
       written approval of the Landlord for the installation and/or utilization
       of such services, which approval shall not be unreasonably withheld or
       delayed. "Outside services" shall include but shall not be limited to
       cleaning and moving services, security services, catering services and
       the like. In the event the Landlord approves the installation and/or
       utilization of such services, such installation and utilization shall be
       at the Tenant's sole cost, risk and expense.

                           ARTICLE VII - SUBORDINATION

       7.01 The Tenant agrees that, at the election of the Landlord, that this
Lease shall be subject and subordinate to the lien of any mortgage which may now
hereafter be placed on, encumber, or affect the real property of which the
premises are a part and to all renewals, modifications, consolidations, and
replacements. When requested to do so by the Landlord, the Tenant agrees to
execute, acknowledge, and deliver to the Landlord an instrument, in proper form
for recording, wherein the Tenant agrees to and does subordinate this Lease to
the lien of the mortgages above mentioned.

       The Landlord agrees to use its best efforts to promptly obtain from each
and every mortgagee of the premises a non-disturbance agreement whereby the
mortgagee shall agree that, should the mortgagee assume the management
responsibility for the premises, the mortgagee will permit the Tenant to
continue to operate under this Lease.

                ARTICLE VIII - CASUALTY DAMAGE AND EMINENT DOMAIN

       8.01 If at any time during the lease term the premises shall be damaged
or destroyed by


                                       7
<PAGE>

fire or other casualty, then the Landlord shall have the election to terminate
this Lease or to repair and reconstruct the premises to the condition thereof
immediately prior to such damage or destruction. Unless such fire or other
casualty shall have been caused by the negligence of the Tenant, its agents,
employees, or invites, rent shall abate proportionately during the period and to
the extent that the premises are unfit for the use by the Tenant in the ordinary
conduct of its permitted uses hereunder. If the Landlord has elected to repair
and restore the premises, this Lease shall continue in full force and effect and
such repairs will be made within a period of thirty (30) days. If the Landlord
fails to complete such repairs within thirty days of such fire or other
casualty, the Tenant may terminate this Lease, without any further liability
hereunder, by written notice to the Landlord.

       8.02 If the whole or any part of the demised premises shall be acquired
or condemned by eminent domain for any public or quasipublic use or purpose,
then and in that event, the term of this Lease shall cease and terminate from
the date of title vesting in such proceedings and the Tenant shall have no claim
against the Landlord for the value of any unexpired term of said lease and the
Tenant shall not be entitled to any part of any award that may be made for such
taking.

                           ARTICLE IX - TENANT DEFAULT

       9.01 The Tenant shall have thirty (30) days after written notice
requesting compliance is received from the Landlord to cure any default under
this Lease; provided that, notwithstanding the above, the Tenant shall have five
(5) days after the due date thereof (without any written notice requirement) to
cure any default in the payment of rent. If the Tenant shall abandon or vacate
said premises before the end of the term of this Lease, or shall suffer the rent
to be in arrears, or default under any of the terms or conditions of this Lease,
the Landlord may, at his option, forthwith cancel this Lease or he may enter the
premises as the agent of the Tenant, by force or otherwise, without being liable
in any way therefor, and relet the premises with or without any furniture that
may be therein, as the agent of the Tenant, at such price and upon such terms
and for such duration of time as the Landlord may determine, and receive the
rent therefor, applying the same to the payment of the rent due by these
presents, and if the full rental herein provided shall not be realized by the
Landlord in such reletting, the said Tenant shall pay any deficiency; or the
Landlord, at his option, may declare the entire rent for the balance of the term
hereof due and payable forthwith.

                         ARTICLE X - LANDLORD SELF-HELP

       If the Tenant shall default in the performance or observance of any
agreement or condition in this Lease contained on its part to be performed or
observed, other than an obligation to pay money, and shall not cure such default
as provided herein, the Landlord may, at its option, without waiving any claim
for damages for breach of this Lease, at any time thereafter, cure such default
for account of the Tenant, any amount paid or any liability incurred by the
Landlord in so doing shall be deemed paid or incurred for the account of the
Tenant, and the Tenant agrees to reimburse the Landlord thereof.

                          ARTICLE XI - LANDLORD DEFAULT

       The Landlord shall in no event be in default in the performance of any of
his obligations hereunder unless and until the Landlord shall have failed to
perform such obligations within


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<PAGE>

thirty (30) days or such additional time as is reasonably required to correct
any such default after notice by the Tenant to the Landlord properly specifying
wherein the Landlord has failed to perform any such obligation.

                              ARTICLE XII - NOTICES

       Any notice from the Landlord to the Tenant or from the Tenant to the
Landlord shall be deemed duly served if mailed by Certified Mail addressed, if
to the Tenant, at said premises after the term of this Lease has commenced and,
prior to that time, at Tenant's address or if to the Landlord, at the place from
time to time established for the payment of rent, and the customary Certified
Mail receipt shall be conclusive evidence of such service.

                      ARTICLE XIII - SUCCESSORS AND ASSIGNS

       The covenants and agreements of the Landlord and the Tenant shall run
with the land and be binding upon and inure to the benefit of them and their
respective heirs, executors, administrators, successors and assigns.

                             ARTICLE XIV - HOLDOVER

       If the Tenant fails to vacate the premises at the termination of this
Lease, then the terms of this Lease including all provisions for rent and other
charges and fees shall be applicable during said holdover period, but this
provision shall not be interpreted as consent or permission by the Landlord for
the Tenant to holdover at the termination of this Lease and terms of this
holdover provision shall not preclude the Landlord from recovering any other
damages which it incurs as a result of Tenant's failure to vacate the premises
at the termination of this Lease.

                          ARTICLE XV - QUIET ENJOYMENT

       The Landlord covenants and agrees with the Tenant that so long as the
Tenant pays the rent and observes and performs all the terms, covenants and
conditions on the Tenant's part to be observed and performed, the Tenant may
peaceably and quietly have, hold, occupy and enjoy the demised premises and all
appurtenances thereto without hinderance or molestation.

                      ARTICLE XVI - LIMITATION OF LIABILITY

       The Tenant agrees to look solely to the Landlord's interest in the
building and the Landlord's insurance for recovery of any judgment from the
Landlord; it being agreed that the Landlord is not personally liable for any
such judgment.

                         ARTICLE XVII - LANDLORD'S WORK

       17.01 The Landlord will construct the leased premises as described on
Exhibit B. Any Tenant work shall be performed by the Tenant at its own cost and
expense. Tenant's work may be performed only by contractors or subcontractors
approved in advance by the Landlord; such approval shall not be unreasonably
withheld. All Tenant's work shall be performed in a thoroughly first-class
workmanlike manner.

       17.02 The Tenant shall have access to the premises before the
commencement date of


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<PAGE>

the lease term, provided, however, that the Tenant assumes any risks attendant
on its entry into the leased premises before the completion thereof, as though
this Lease were in effect.

                          ARTICLE XVIII - MISCELLANEOUS

       18.01 If the Tenant is more than one person or party, then the Tenant's
obligations shall be joint and several. Unless repugnant to the context,
"Landlord" and "Tenant" mean the person or persons, natural or corporate, named
above as the Landlord and the Tenant respectively, and their respective heirs,
executors, administrators, successors and assigns.

       18.02 The Landlord and the Tenant agree that this Lease shall not be
recordable. The Landlord and the Tenant shall enter into an agreement in
recordable form, setting forth the actual commencement and termination dates of
this Lease.

       18.03 If any provision of this Lease or its application to any person or
circumstances shall to any extent be invalid or unenforceable, the remainder of
this Lease or the application of such provision to persons or circumstances
other than those as to which it is invalid or unenforceable, shall not be
affected thereby and each provision of this Lease shall be valid and enforceable
to the fullest extent permitted by law.

       18.04 All alterations, decorations, partitions, installations, carpeting,
additions or improvement upon the demised premises, made by either party,
including, but not limited to, all paneling, decorations, partitions, railings,
and the like, affixed to the realty shall, unless the Landlord elects otherwise,
become the property of the Landlord and shall remain at the premisses upon, at
the end of the Lease Term. In the event the Landlord shall so elect, then such
alterations, decorations, installations additions or improvements made by the
Tenant upon the demised premises as the Landlord shall designate, shall be
removed by the Tenant and the Tenant shall restore the demised premises to its
original condition at the Tenant's sole expense at or prior to the Expiration
Date or such other earlier termination of this Lease.

       18.05 The Tenant shall deposit $600.00 with the Landlord at the signing
of this Lease, which deposit may at the Landlord's sole option be used to cure
any default hereunder by the Tenant, including costs for damage to the leased
premises or missing items, and the Tenant agrees to immediately reimburse the
Landlord for any such sum so applied from the deposit. SAID DEPOSIT SHALL NOT BE
USED AS THE RENT FOR THE FINAL MONTH OF THE TERM. The Landlord agrees to refund
to the Tenant the deposit, less sums expended in accordance with the Lease,
within 7 days of the termination of the lease.

       18.06 The submission of this Lease or a summary of some of or all of its
provisions for examination by the Tenant does not constitute a reservation of or
option for the premises or an offer to lease said premises.

                      ARTICLE XIX - NO HAZARDOUS MATERIALS

       19.01 Tenant agrees it shall not cause or permit to occur any violation
of any federal, state or local law, ordinance or regulation now or hereafter
enacted, related to environmental conditions on, under or about the Demised
Premises or arising from Tenant's use or occupancy of the Demised Premises,
including but not limited to soil and groundwater conditions. It is further
agreed Tenant shall not permit the use, generation, release, manufacture,
refining,


                                       10
<PAGE>

production, processing, storage, or disposal of any hazardous substances on,
under or about the Demised Premises or the transportation to or from the
Demised Premises of any hazardous substance.

       Tenant further agrees it shall indemnify, defend and hold harmless,
Landlord, the manager of the property and their respective officers, directors,
beneficiaries, shareholders, patrons, agents and employees from all fines,
suits, procedures, claims and actions of every kind and costs associated
therewith (including attorneys' and consultants' fees) arising out of or in any
way connected with any deposit, spill, discharge or other release of hazardous
substances by the Tenant that occurs during the term of this Lease at or from
the Demised Premises or which is caused by Tenant at any time from Tenant's use
or occupancy of the Demised Premises or from Tenant's failure to provide all
information, make all submissions and take all steps required by all authorities
under the laws and all other environmental laws. Tenant's obligations and
liabilities under this Article (XIX) shall survive the expiration of this Lease.

                       ARTICLE XX - ESTOPPEL CERTIFICATES

       20.01 Landlord and Tenant agree, at any time and from time to time, upon
not less than five (5) business days' prior written request by the other, to
execute, acknowledge and deliver to the requesting party a statement in writing
certifying that this Lease is unmodified and in full force and effect (or, if
there have been modifications, that the same are in full force and effect as
modified and stating the modifications), that to the knowledge of such party no
uncured defaults exist hereunder (or if any such defaults exist, specifying the
same), and the dates to which the rents and other charges due hereunder have
been paid in advance, if any, it being intended that any such statement
delivered pursuant to this Article may be relied upon by any prospective
purchase or mortgagee of, or assignee of any mortgage upon, the building.

       Executed this 24 day of May, 1996.

WITNESS:                      BY:

Carol R. Potts                    /s/ Peter S. Shapinsky
-----------------                 -------------------------------
                                  Landlord: Peter S. Shapinsky
                                  Authorized Agent for HEGA Realty Trust


Carol R. Potts                    /s/ Mark C. Tilly
-----------------                 -------------------------------
                                  Tenant: Systems Consulting Company, Inc.
                                  By Mark C. Tilly, Its Treasurer


Carol R. Potts                    /s/ Alan Hyman
-----------------                 -------------------------------
                                  Tenant: Systems Consulting Company, Inc.
                                  By Alan Hyman, Its President


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<PAGE>

                                    EXHIBIT A

                              RULES AND REGULATIONS

1.     The sidewalks, entrances, driveways, passages, courts, elevators,
       vestibules, stairways, corridors or halls shall not be obstructed or used
       for any purpose other than for ingress to and egress from the demised
       premises and for delivery of merchandise and equipment in a prompt and
       efficient manner, using elevators and passageways designated for such
       delivery by Landlord. There shall not be used in any space, or in public
       hall of the building, either by any Tenant or by jobbers or others in the
       delivery or receipt of merchandise, any hand trucks, except those
       equipped with rubber tires and sideguards.

2.     The water and wash closets and plumbing fixtures shall not be used for
       any purposes other than those for which they were designed or constructed
       and no sweepings, rubbish, rags, acids or other substances shall be
       deposited therein, and the expense of any breakage, stoppage, or damage
       resulting from the violation of this rule shall be borne by the Tenant
       who, or whose clerks, agents, employees or visitors, shall have caused
       it.

3.     No carpet, rug or other article shall be hung or shaken out of any window
       of the building; and no Tenant shall sweep or throw or permit to be swept
       or thrown from the demised premises any dirt or other substances into any
       of the corridors or halls, elevators, or out of the doors or windows or
       stairways of the building, and Tenant shall not use, keep or permit to be
       used or kept any foul or noxious gas or substance in the demised
       premises, or permit or suffer the demised premises to be occupied or used
       in a manner offensive or objectionable to Landlord or other occupants of
       the building by reason of noise, odors and/or vibrations, or interfere in
       any way with other tenants or those having business therein, nor shall
       any animals or birds be kept in or about the building. Smoking or
       carrying lighted cigars or cigarettes in the elevators of the building is
       prohibited.

4.     No curtains, blinds, shades, or screens other than those furnished by
       Landlord shall be attached to, hung in or used in connection with any
       window or door of the Premises without the prior written consent of
       Landlord.

5.     No advertisement, notice or other lettering shall be exhibited,
       inscribed, painted or affixed by any Tenant on any part of the outside of
       the demised premises or the building or on the inside of the demised
       premises if the same is visible from the outside of the premises without
       the prior written consent of Landlord, except that the name of Tenant may
       appear on the entrance door of the premises. In the event of the
       violation of the foregoing by any Tenant, Landlord may remove same
       without any liability, and may charge the expense incurred by such
       removal to Tenant or Tenants violating this rule. Interior signs on doors
       and directory tablet shall be inscribed, painted or affixed for each
       Tenant by Landlord at the expense of such Tenant, and shall be of a size,
       color and style acceptable to Landlord.

6.     No boring, butting or stringing of wires shall be permitted, except with
       the prior written consent of Landlord, and as Landlord may direct. No
       Tenant shall lay linoleum, or other similar floor covering, so that the
       same shall come in direct contact with the floor of the demised premises,
       and, if linoleum or other similar floor covering is desired to be used


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<PAGE>

       in interlining of builder's deadening felt shall be first affixed to the
       floor, by a paste or other material, soluble in water, the use of cement
       or other similar adhesive material being expressly prohibited.

7.     No additional locks or bolts of any kind shall be placed upon any of the
       doors or windows by any Tenant, nor shall any changes be made in existing
       locks or mechanism thereof. Each Tenant must, upon the termination of his
       tenancy, restore to Landlord all keys of stores, offices and toilet
       rooms, either furnished to, or otherwise procured by, such Tenant, and in
       the event of the loss of any keys, so furnished, such Tenant shall pay to
       Landlord the cost thereof.

8.     Freight, furniture, business equipment, safes, merchandise and bulky
       matter of any description shall be delivered to and removed from the
       premises only on the freight elevators and through the service entrances
       and corridors, and only during hours and in a manner approved by
       Landlord. Landlord reserves the right to inspect all freight to be
       brought into the building and to exclude from the building all freight
       which violates any of these Rules and Regulations of the Lease of which
       these Rules and Regulations are a part.

9.     Canvassing, soliciting and peddling in the building is prohibited and
       each Tenant shall cooperate to prevent the same.

10.    Landlord shall have the right to prohibit any advertising by any Tenant
       which, in Landlord's opinion, tends to impair the reputation of the
       building or its desirability as building for offices, and upon written
       notice from Landlord, Tenant shall refrain from or discontinuing such
       advertising.

11.    Tenant shall not bring or permit any odors of cooking or other processes,
       or any unusual or other objectionable odors to permeate in or emanate
       from the demised premises.

12.    Tenant shall comply with all security measures from time to time
       established by Landlord for the Building.

13.    Tenant assumes full responsibility for protecting its space from theft,
       robbery and pilferage, which includes keeping doors locked and any other
       means of entry to the Premises closed and secured.

14.    Tenant shall not install and operate machinery or any mechanical devices
       of a nature not directly related to Tenant's ordinary use of the Premises
       without the written permission of Landlord.

15.    No person or contractor not employed or approved by Landlord shall be
       used to perform window washing, cleaning, repair or other work in the
       Premises.

16.    No vending machines other than those furnished by the Landlord are to be
       placed in any hallways or building common areas.


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<PAGE>

                           EXHIBIT B - LANDLORD'S WORK

1.     The Landlord agrees to a maximum allowance of $5,000 to cover any and all
       costs associated with connecting suites 500 and 501. These costs may
       include but are not limited to, demolition, carpentry, painting,
       electrical, lighting, flooring, HVAC, and ceilings. Any costs above the
       $5,000 Landlord allowance shall be the sole responsibility of the Tenant.

                               EXHIBIT C - OPTIONS

       At any time during which the Tenant is not in default under this Lease,
the Tenant shall have one (1) option to renew this for an additional term of two
(2) years by giving the Landlord written notice of its election to do so at
least six (6) months before the date the original Lease term expires. The
annual/monthly rent payable during the option term shall be at the rates shown
on page 1, Article I.

                              EXHIBIT D - PARKING

       The Tenant shall have the right during the term of this Lease or any of
the option period that has been exercised, to utilize twelve (12) parking spaces
located in the Tolman Place Parking Lot for an additional charge of $55.00 per
parking space per month. This monthly charge is subject to change from time to
time but any increase will not exceed 10% per year.

       In addition, the Tenant shall have the right during the term of this
Lease or any of the option period that has been exercised, to utilize the
parking spaces located in the Gateway Parking Garage that are currently leased
on a monthly basis by the Landlord. All costs associated with the rental of
these spaces at the Gateway Garage are the sole responsibility of the Tenant.
The Tenant acknowledges that the Landlord does not control these Gateway Garage
parking spaces and may be asked by the Owners of the Gateway Garage to vacate at
anytime. In this event, the landlord shall not be obligated to secure additional
parking for the Tenant.


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