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

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                            ARTICLE - 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:


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


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


TENANT'S SPACE: 537 Congress Street, Suites 406, Portland, Maine

TERM: Two (2) years and one (1) month

BASE RENT: 10/1/97 - 9/30/98: $795.42/month ($11.50 psf)
           10/1/98 - 10/31/99: $830.00/month ($12.00 psf)

OPTION:    One (1) - two (2) year option;
           11/1/99 - 10/31/00: $864.58/month ($12.50 psf)
           11/1/00 - 10/31/01: $899.17/month ($13.00 psf)


RENTABLE FLOOR AREA OF TENANT'S SPACE: Approximately 830 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.


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


                              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 406 and is hereinafter referred to as the premises.
Said premises shall be used by the Tenant only for those purposes designated in
Article II and for no other purpose or purposes.

                               ARTICLE III - TERM

       3.01 The term of this lease shall commence on October 1, 1997 and shall
terminate on October 31, 1999.

                                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
PORTLAND, MAINE 04101. If Tenant does not pay base rent, supplemental and
additional rents by the 10th of each month, 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 late
charge shall be 5% 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

                         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) Electricity;

            (c) Elevator service;

            (d) 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 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;

            (e) 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;

            (f) 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

       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;
            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;

            (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 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 insiders 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
            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
            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

            (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 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.


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

                           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 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.


       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

       In the event that the Tenant shall continue in occupancy of the Leased
Premises after the expiration of the term of this Lease or any earlier
termination thereof, such occupancy shall not be deemed to extend or renew the
term of this Lease, but, at the option of the Landlord, such occupancy shall
continue as a tenancy at will from month to month upon the covenants, provisions
and conditions herein contained and at 150% of the Base Rent and 150% of the
additional rent in effect during the last lease year of the term, prorated and
payable for the period of such occupancy. Except as specifically set forth
herein, this Article shall not be construed as giving the Tenant any right to
hold over after the expiration of the term hereof.

                          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.


       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 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 $00.00 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
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.


       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, 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.


       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 25 day of September, 1997.

 WITNESS:                   BY:

                                 /s/ Peter S. Skapinsky
--------------------             ------------------------------------
                                 Landlord: Peter S. Skapinsky
                                 Authorized Agent for HEGA Realty Trust

--------------------             ------------------------------------
                                 Tenant: Systems Consulting Company, Inc.
                                 By Mark C. Tilly, Its /s/ Mark C. Tilly
                                                       Executive Vice President

                                 /s/ Alan Hyman
--------------------             ------------------------------------
                                 Tenant: Systems Consulting Company, Inc.
                                 By Alan Hyman, Its


                                    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

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

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

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


      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

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.


                           EXHIBIT B - LANDLORD'S WORK

Reopening of the doorway between suites 404 & 406.

                               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.