ARTICLE I

EXHIBIT 10.9

STATE OF NORTH CAROLINA

COUNTY OF MECKLENBURG LEASE

THIS LEASE, made and entered into this the 16th day of June 1998, by
and between TWO MORROCROFT CENTRE, LLC, a North Carolina limited liability
company, hereinafter referred to as "Landlord," and ALYDAAR SOFTWARE
CORPORATION, a North Carolina corporation, hereinafter referred to as "Tenant";

W I T N E S S E T H:

THAT for and in consideration of the mutual agreements of the parties,
including the rental agreed to be paid by Tenant to Landlord, Landlord hereby
leases to Tenant, and Tenant leases and rents from Landlord the following
described premises on the terms and conditions hereinafter set forth, to wit:

ARTICLE I

BASIC LEASE TERMS AND CONDITIONS

Section 1. Commencement, Termination and Base Rent.

Building: Two Morrocroft Centre
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000

Location of Premises: 0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000

Gross Rentable Area of Building: 100,000 square feet

Gross Rentable Area of Premises: 100,000 square feet

Initial Lease Term: Ten (10) Years

Commencement Date: The date determined as provided
in Article III, Section 1 hereof.

Termination Date: The Termination Date shall be that date which is
Ten (10) years after the last day of the month in
which the Commencement Date occurs, unless the
Lease is renewed as provided in Section 2 of Article
III, in which event the Termination Date shall be the
last date of the applicable renewal period.

Base Rent:

Initial Annual Base Rent: Two Million and 00/100 Dollars ($2,000,000.00)
(based on $20.00 per square foot of Gross Rentable
Area)

Initial Monthly Base Rent: One Hundred Sixty-Six Thousand Six Hundred
Sixty Six and 67/100 Dollars ($166,666.67)

Signage Tenant may install a sign at Tenant's cost and
expense identifying Tenant on or adjacent to the
Building provided the location, dimensions and
appearance of such sign are approved in writing by
Landlord and the sign complies with all applicable
governmental requirements

Option to Extend: Tenant shall have two (2) options of five (5) years
each to extend the Lease upon the terms and
conditions hereinafter provided in this Lease

Section 2. Address of Landlord and Tenant; Notices.

Rental and Other Payments to Landlord: Two Morrocroft Centre, LLC
Rotunda Suite 175
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000

Correspondence to Landlord: Two Morrocroft Centre, LLC
Rotunda Suite 175
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000

Address of Tenant:

Prior to Commencement Date: Alydaar Software Corporation

0000 Xxxxxxx Xxxx
Xxxxx 000 Xxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxx

After Commencement Date: Alydaar Software Corporation
Two Morrocroft Centre
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000

All sums of money to be paid and all written notices to be given by
Tenant to Landlord shall be delivered to the address of Landlord as set forth
above. All sums of money to be paid and all written notices to be given by
Landlord to Tenant shall be delivered to the address of Tenant set forth above.

All notices required or permitted under this Lease shall be in writing,
signed by the party giving such notice and may be given by certified United
States Mail, postage prepaid, return receipt requested, or by a nationally-
recognized overnight courier (e.g. Federal Express, Airborne) or by hand
delivery and, if given by any of such means, shall be deemed effectively given
upon receipt by the party to whom the notice is sent. Either party may change
the address in the continental United States to which money due or notices shall
be sent by giving the other party written notice of such change of address.

Section 3. Certain Conditions. In the event that Landlord fails to obtain a
binding written commitment for a Construction Loan (as defined herein) from
NationsBank, N.A. or another lender approved by both members of Landlord in an
amount of not less than $10,500,000 prior to June 26, 1998, or in the event that
Landlord obtains such a commitment but the Construction Loan fails to close for
any reason prior to the term of the commitment, then either party to this Lease
by written notice to the other may terminate this Lease. In the event that
Providian Life and Health Insurance Company, its successors or assigns, fails
for any reason to approve the release of the Land from the existing deed of
trust encumbering the Land and certain adjacent Land owned by H-C REIT, Inc.
prior to the date designated pursuant to Landlord's operating agreement for the
contribution of the Land to Landlord or fails for any reason to release the Land
prior to the date designated pursuant to Landlord's operating agreement for the
contribution of the Land to Landlord, then either party to this Lease by written
notice to the other may terminate this Lease. In the event that the Board of
Directors of H-C REIT, Inc. fails to approve the Operating Agreement of Landlord
by July 27, 1998, and H-C REIT, Inc. terminates the Operating Agreement as a
result of such failure to approve, then this Lease shall automatically terminate
upon notice to Tenant by Landlord or by H-C REIT, Inc. of the termination of the
Operating Agreement of Landlord. Upon any termination of this Lease by either
party to this Lease pursuant to this Section, this Lease shall terminate and
shall be null and void and neither party shall have any further liability or
obligation to the other party pursuant hereto. The term "Construction Loan" as
used in this Lease means any loan obtained by Landlord from a bank, savings and
loan association, insurance company or other institutional lender, or group of
lenders, to finance the construction and development of the Project which has
both a construction phase and a term phase and in which the maturity date of the
term phase is at least three (3) years

from the closing of the loan. The term "Project" as used in this Lease and in
Landlord's operating agreement means the Land and the office building, parking
facility and related amenities constructed on the Land. Upon satisfaction of the
conditions set forth in this Section, each party to the Lease shall at the
request of the other party execute a certification in form and substance
reasonably satisfactory to such party and its counsel acknowledging in writing
that the conditions set forth in this Section have been satisfied and waiving
any right to terminate the Lease pursuant to this Section.

ARTICLE II

LEASED PREMISES

Section 1. Description of Premises. The Premises this day leased and
demised (hereinafter called "the Premises") are to be located within the
Building identified in Article I (hereinafter called the "Building") which is to
be constructed on the land described in Exhibit A attached hereto and
incorporated herein by reference (the "Land") (the Land and the Building being
herein called the "Property"). The Premises is composed of the entire Gross
Rentable Area included in the Building and shall comprise 100,000 square feet of
Gross Rentable Area in the aggregate. Preliminary schematic floor plans for each
floor of the Building are attached hereto as Exhibit B and incorporated herein
by reference.

Landlord and Tenant agree that the Gross Rentable Area of the Premises
and Building included in the Building to be constructed substantially in
accordance with the Plans and Specifications as provided in Section 2 of this
Article will be 100,000 square feet. For purposes of this Lease the Gross
Rentable Area of the Premises and the Building is agreed to be 100,000 square
feet. Landlord and Tenant acknowledge that minor variations in such Gross
Rentable Area may occur as a result of normal and customary variation during
construction of the Building and further agree than no adjustment in the Gross
Rentable Area will be made as a result of any such variation or as a result of
any field measurement following completion of the Building. The Gross Rentable
Area of the Premises and the Initial Annual and Monthly Base Rent set forth in
Article I, Section I, shall accordingly be based on a total Gross Rentable Area
of the Premises and the Building of 100,000 square feet and upon an Initial
Annual Base Rent of $20.00 per square foot of Gross Rentable Area of the
Premises. Such agreed-upon square footage of Gross Rentable Area in the amount
of 100,000 square feet shall be included in an agreement (the form of which is
attached hereto as Rider 1) confirming the Commencement Date, the Termination
Date, the rental and the Gross Rentable Area of the Premises (the "Commencement
Agreement").

"Gross Rentable Area" for the purposes of this Lease means the actual
number of square feet of gross floor space located within the predominant
vertical plane of the exterior faces of the exterior walls of the Building on
all four (4) floors of the Building, including, without limitation, all space or
mezzanines, without deduction or exclusion of any space occupied by or used for
columns, stairs, stairwells, elevator shafts, utilities and air-conditioning
shafts and equipment, escalators, bathrooms, interior walls, or other interior
construction or equipment.

Section 2. Construction of Shell Building.

A. Shell Building Construction Work. At Landlord's expense, Landlord
shall, as soon as practical after the later of (i) the execution of the Lease or
(ii) contribution of the Land and $2,000,000 in cash to Landlord by Landlord's
members as capital contributions as provided in Section 5.1 of Landlord's
operating agreement or (iii) closing of the Construction Loan to be obtained by
Landlord for construction of the Building, commence construction of the basic
shell building comprising the Building and included in Shell Building
Construction Work as described below. The shell building shall be a first-class
four-story office building of steel and masonry construction. The exterior
design of the building shall be consistent with the architectural rendering
included in the plans and specifications (the "Plans and Specifications")
approved by Tenant and described on attached Exhibit C . All work to be
performed by Landlord in connection with the construction of the shell building
will be performed in a good and xxxxxxx-like manner in compliance with all
applicable rules, regulations, laws, codes, statutes and other governmental
requirements. Landlord agrees to complete the following in connection with the
construction of the shell building ("Shell Building Construction Work"):

1. Construction of the basic shell building (consisting of
structural frame, roofing, and exterior walls) and other
public and service areas, and parking facilities, all as shown
in the Plans and Specification. Each floor of the building
shall include restroom facilities sufficient to meet
applicable code requirements as well as compliance with the
Americans With Disabilities Act.

2. Landlord will complete all of the improvements shown in the
Plans and Specifications as part of the Shell Building
Construction Work including the following:

(i) Ceiling. Landlord will provide a suspended T-bar
system with lay-in standard acoustical tile as shown
in the Plans and Specifications.

(ii) Flooring. Landlord will provide a concrete floor,
finished, ready for application of carpet, vinyl
composition tile or other flooring as shown in the
Plans and Specifications.

(iii) Heating and Air Condition. Landlord will provide
heating, ventilation and air conditioning, including
duct work, supply and return grills served by a
central air system to provide normal air conditioning
and heating, all in accordance with the Plans and
Specifications.

(iv) Electrical. Landlord will bring the power supply to
the Premises up to and including an empty
distribution panel. Landlord shall also supply
lighting fixtures in accordance with the standards as
shown in the Plans and Specifications. Any additional
electrical requirements shall be constructed as part
of the Tenant Upfit Work.

(v) Telephone. Landlord will bring telephone service to
the Premises. Cost for service from such location
shall be borne by Tenant. No telephone conduit or
wire shall be exposed but shall run above ceilings.

(vi) Fire Protection. Landlord shall provide a sprinkler
system with sprinkler heads in a general protective
pattern as required by building codes together with
emergency exits, stairs and extinguishers as required
by building codes. Any changes or upgrades in such
system shall be included in the Tenant Upfit Work.

(vii) Plumbing Systems. Landlord shall extend public water
lines to the Premises and shall supply building
standard plumbing as required to serve restroom
facilities sufficient to meet applicable code
requirements of the Building, all as shown in the
Plans and Specifications. Any extension of such
plumbing services shall be included in the Tenant
Upfit Work

(viii) Parking Deck. Landlord shall construct a multi-level
parking deck with parking for approximately 470
vehicles adjacent to the Building on the Land. Such
parking facility shall be available for use by Tenant
on a non-exclusive basis subject to the Parking Rules
and Regulations and to the provisions of Article VII,
Section 2 of this Lease. Use of the parking facility
by Tenant, its employees, agents and invitees shall
be non-exclusive and shall be in common with tenants
of the One Morrocroft Property adjoining the Property
and such tenants' employees, agents and invitees.

B. Landlord agrees to perform the "Shell Building Construction
Work" with diligence, subject to matters of Force Majeure. As used in
this Lease the term "Force Majeure" shall mean any accident, casualty,
act of God, war or civil commotion, strike or labor troubles, shortage
of labor or materials, unusual adverse weather conditions or any cause
whatsoever beyond the reasonable control of Landlord, including, but
not limited to, energy shortages or governmental preemption in
connection with a national emergency, or by any reason of government
laws or any rule, order or regulation of any department or subdivision
thereof or any governmental agency, or by reason of the conditions of
supply and demand which have been or are affected by war or other
emergency. In the event that any event(s) of Force Majeure result in
the Shell Building Construction Work not commencing on or before August
1, 1998, then Tenant shall have the right to terminate this Lease by
written notice to Landlord given within ten (10) days after August 1,
1998.

Section 3. Tenant Upfit Work.

A. The Tenant Upfit Work. The Tenant Upfit Work is defined as all work
(other than that specifically designated as Shell Building Construction Work)
necessary to complete the construction of the Premises in accordance with the
Tenant Upfit Plans (as defined below).

B. Approval of Tenant Upfit Plans. Tenant shall cause to be prepared at
Tenant's expense all architectural plans and specifications and all structural,
mechanical and electrical engineering plans and specifications (the "Tenant
Upfit Plans") required for Tenant's occupancy of the Premises. Landlord shall
have the right to approve Tenant's architectural firm as well as the Tenant
Upfit Plans in its reasonable discretion. The Tenant Upfit Plans shall be
prepared in a manner which is consistent with the Plans and Specifications for
the Building and shall comply with all applicable codes and shall be subject to
approval of the Mecklenburg County Department of Building Standards. Tenant
shall submit the Tenant Upfit Plans to Landlord not later than sixty (60) days
after execution of this Lease by all parties. Landlord shall have thirty (30)
days after Tenant has submitted its Tenant Upfit Plans within which to either
approve or disapprove of said Tenant Upfit Plans. If Landlord fails to notify
Tenant of its disapproval of the Tenant Upfit Plans within the said thirty (30)
day period, then in such case, the Tenant Upfit Plans shall be deemed to be
approved. However, if Landlord does notify Tenant of its disapproval of the
Tenant Upfit Plans within said thirty (30) day period, then in such case Tenant
shall make such changes as reasonably requested by Landlord to obtain Landlord's
approval and resubmit said plans to Landlord within a fifteen (15) day period
from the date it received notification from Landlord that the plans and
specifications were disapproved. If Landlord disapproves the Tenant Upfit Plans
it shall give Tenant specific reasons for such disapproval so that Tenant may
revise the Tenant Upfit Plans in a manner which addresses Landlord's objections.
If Tenant fails to revise the Tenant Upfit Plans within said fifteen (15) day
period, then in such case, Landlord shall have the option to revise the Tenant
Upfit Plans and proceed with upfitting as provided in this Lease. Tenant shall
be responsible for the preparation of all plans and specifications for upfitting
the Premises, at Tenant's sole cost and expense. Landlord shall cooperate with
Tenant in providing Tenant's architect with the Plans and Specifications for the
Building, including any existing mechanical and electrical drawings and plans
for the Building.

C. Contract to Upfit Premises. In the event that Tenant elects by
notice to Landlord as provided herein to have Landlord contract with a general
contractor to upfit the Premises, then Landlord shall contract with a general
contractor to upfit the Premises in substantial accordance with the Tenant Upfit
Plans to be prepared by Tenant and approved by Landlord as hereinabove provided.
If Tenant elects to have Landlord contract to upfit the Premises, then the
contractor shall be a licensed general contractor reasonably acceptable to
Tenant and Landlord and the upfitting for the Premises shall be performed in
substantial accordance with the approved Tenant Upfit Plans. All such Tenant
Upfit Work performed by Landlord or Landlord's contractor or subcontractors
shall be strictly in accordance with the requirements of all governing codes and
ordinances, all Underwriters, Landlord's insurance carrier or rating
organization, any general or standard design specifications set forth by
Landlord, all public utility companies serving the Building and Landlord's
mortgage lender. With respect to any contract entered into by Landlord to upfit
the Premises, the following contractors are satisfactory to both parties:
Shelco, Inc. and X.X. Xxxxxxxx Company. Any such election by Tenant to have
Landlord contract to upfit the Premises shall be made within 30 days of the
execution of this Lease. In the event that Tenant fails to give such notice or
fails to notify Landlord that Tenant has elected to upfit the Premises itself as
provided in the next succeeding paragraph, Tenant shall be deemed to have
elected to upfit the Premises itself.

In the event that Tenant elects to upfit the Premises itself by
employing a general contractor to perform such upfit work rather than requesting
that Landlord contract to upfit the Premises, then

all work to be done by Tenant and Tenant's contractors, subcontractors and
agents shall be conducted in such a manner as to maintain harmonious labor
relations and to not interfere unreasonably with or delay the work of the
Landlord's contractors. Any such election by Tenant shall be made within 30 days
of the execution of this Lease. All of Tenant's contractors, subcontractors and
labor shall be approved in advance by Landlord. Any construction contract
entered into by Tenant with a general contractor to upfit the Premises shall
provide for payment to be made in installments in accordance with the percentage
of work completed, except that the contract shall provide for at least 10%
retainage (or such lesser amount as may be acceptable to Landlord and the lender
under the Construction Loan) to be paid upon completion of the Tenant
improvements, including all punchlist items, and issuance of a certificate of
occupancy for the Premises. Such contract shall also expressly provide that
Tenant is acting on its own account and not as the agent of Landlord in entering
the construction contract and that Tenant is not the owner of the real property.
If Tenant elects to employ a general contractor to perform the upfit work, the
following contractors are satisfactory to both parties: Shelco, Inc. and X.X.
Xxxxxxxx Company. Landlord shall give access and entry to the Premises to Tenant
and its contractors and subcontractors and reasonable opportunity and time and
use of the facilities to enable Tenant to complete the Tenant Upfit Work;
provided, however, any entry prior to the Commencement Date shall be subject to
all of the terms and conditions of the Lease except the payment of rent and
shall be at Tenant's sole risk. Landlord has the right to impose additional
conditions on Tenant's early entry that Landlord, in its reasonable discretion,
deems appropriate, including without limitation, an indemnification of Landlord
and proof of insurance, and will further have the right to require that Tenant
execute an early entry agreement containing those conditions prior to Tenant's
early entry. All Tenant Upfit Work performed by Tenant or its contractor and
subcontractors shall be strictly in accordance with the requirements of all
governing codes and ordinances, all Underwriters, Landlord's insurance carrier
or rating organization, any general or standard design specifications set forth
by Landlord, all public utility companies serving the Building and Landlord's
mortgage lender. The Tenant Upfit Work shall be completed substantially in
accordance with the Tenant Upfit Plans approved by Landlord as provided in this
Lease. Tenant shall obtain permits and approvals from all authorities for its
work and shall obtain a Certificate of Occupancy at completion. Tenant shall
make arrangements for separate metering of all utilities not supplied by
Landlord and Tenant shall pay all charges, cost of meters and connection fees
for same. No approval by Landlord of the Tenant Upfit Plans, consent by Landlord
allowing Tenant to make any improvements, or any inspection of improvements made
by or for Landlord shall in any way be deemed to be an agreement by Landlord
that the Tenant Upfit Work complies with any legal requirements or insurance
requirements or the certificate of occupancy for the Building, nor shall it be
deemed to be a waiver by Landlord of the compliance by Tenant of any provision
of this Lease. Tenant shall keep the Premises free from any liens arising out of
any work performed, material furnished or obligations incurred by Tenant in
completion of the Tenant Upfit Work. In the event that Tenant shall not, within
ten days following imposition of any such lien, cause the same to be released of
record by payment or posting of a proper bond, Landlord shall have, in addition
to all other remedies provided in the Lease and by law, the right, but not the
obligation, to cause the same to be released by such means as it shall deem
proper, including payment of the claim giving rise to such lien. All such sums
paid by Landlord and all expenses incurred by it in connection therewith shall
be considered additional rent and shall be payable to it by Tenant on demand and
with interest at the rate payable of eighteen percent (18%) per annum or the
highest rate permitted by applicable law. In the event that Tenant elects to
upfit the

Premises itself by employing a general contractor to perform such upfit work
rather than requesting that Landlord contract to upfit the Premises, Landlord
shall make the Premises available to Tenant for the performance of the Tenant
Upfit Work after the performance of the Shell Building Construction Work has
proceeded to the point where, in the determination of the architect for the
Shell Building employed by Landlord, Tenant Upfit Work can be commenced and
performed in conjunction with the completion of Shell Building Construction Work
(the "Delivery Date"). Landlord shall promptly notify Tenant of the Delivery
Date by written notice ("Delivery Date Notice"). The Delivery Date shall be on
or prior to the date on which a certificate of occupancy is issued for the
Building shell included in the Shell Building Construction Work. Tenant
covenants and agrees to commence Tenant Upfit Work within fifteen (15) days of
the Delivery Date and complete Tenant Upfit Work in strict accordance with the
provisions of this Lease so that the Premises are ready for occupancy by Tenant
not later than eight (8) weeks after the Delivery Date. Tenant covenants and
agrees to perform, or cause to be performed, all of the Tenant Upfit Work in a
manner so as not to unreasonably interfere with or delay the completion of Shell
Building Construction Work, in accordance with all the terms and conditions of
this Lease. Except for the upfitting allowance to be provided by Landlord as
described below, all such Tenant Upfit Work shall be performed at Tenant's sole
cost and expense.

D. Upfitting Allowance. Landlord shall provide Tenant with an upfitting
allowance of One Million Four Hundred Eighty Two Thousand Four Hundred Fifty and
00/100 Dollars ($1,482,450.00) for upfitting work actually performed in
accordance with the Tenant Upfit Plans approved by Landlord below the finished
ceiling of each floor within the Building to be paid in accordance with the
contract with the general contractor performing such upfitting work (which
contract if entered into by Tenant shall comply with the requirements set forth
in Article II, Section 3C. above), or credited against Landlord's cost of
upfitting the Premises if Landlord has paid the general contractor performing
the work. The upfitting allowance is provided so as to offset Tenant's cost of
design and construction of the improvements to the Premises in accordance with
the Tenant Upfit Plans approved by Landlord. Tenant shall be responsible for all
costs and expenses of constructing the Premises, if any, in excess of the
upfitting allowance. The upfitting allowance shall be used only for design and
construction of improvements below the ceiling grid and shall not be used for
interior furnishing and movable equipment. To the extent that the Tenant Upfit
Plans include movable furniture and partitions, such movable furniture and
partitions to the extent paid for from the upfitting allowance and installed at
Landlord's expense shall be deemed to be the property of Landlord. Any cost of
upfitting in excess of said upfitting allowance shall be paid entirely by Tenant
within ten (10) days of submission of invoice for the same from Landlord or from
the general contractor performing the upfitting.

Section 4. Tenant's Acceptance of Property. Landlord warrants and
represents that on the Commencement Date, the Premises and the Building will
comply with all applicable laws, ordinances, rules and regulations of
governmental authorities ("Applicable Laws"), except to the extent Tenant is
required to so comply due to the particular manner in which Tenant uses the
Premises or which relate to the lawful use of the Premises and with which only
the occupant can comply, such as laws governing maximum occupancy, workplace
smoking, and illegal business operations. Landlord also represents that the
Building will have a floor load capacity of at least 100 pounds per square foot
and electrical capacity of at least 5 xxxxx per square foot (which does not

include lights). Landlord shall upfit the Premises as provided in Section 3 of
this Article II. Except as expressly set forth herein, neither Landlord nor its
agents have made any representations with respect to the Premises, the Building
or the Property and no rights, easements or licenses are acquired by Tenant by
implication or otherwise. The taking of possession of the Premises by Tenant
shall be conclusive that the Premises and the Building were in satisfactory
condition at the time possession was taken, subject only to latent defects not
reasonably discoverable by Tenant. If Landlord is required to do any work on the
Premises, then Tenant must notify Landlord in writing within thirty (30) days of
the taking of possession of the Premises of any incomplete "punch list" items.
Any items not contained in such notice shall be deemed fulfilled. Landlord will
complete any such agreed upon "punch list" items within thirty (30) days of
preparation of and agreement on said list, unless such "punch list" items cannot
reasonably be completed within said time period, in which case Landlord shall
have such additional time as is reasonably required to complete such punch list
items. If Landlord does not complete said "punch list" items within such time
period and additional time reasonably required by Landlord, Tenant, upon ten
(10) days prior written notice to Landlord, may complete said punch list items
as its own cost, and offset the cost of the same against the Monthly Base Rent
due hereunder, if Landlord has not completed the same within said ten (10) day
notice period.

Section 5. Common Areas. Tenant and its employees, agents, invitees and
licensees are granted the right, in common with others and subject to the
exclusive control and management thereof at all times by Landlord, to the
nonexclusive use of such of the areas as are from time to time designated as
common areas by Landlord (the "Common Areas"), including any and all driveways,
entranceways, lanes of travel, walkways, sidewalks, decorative fountains and
decorative pools, surface parking lots and parking decks included as "Common
Facilities" or common areas under any Cross Easement and Maintenance Agreement
or similar agreement ("Cross Easement Agreement") heretofore or hereafter
entered into and filed of record by and between Landlord and the owner of the
One Morrocroft Centre Property with respect to the approximately 12.3401 acre
tract identified as Xxx 0, Xxxxxxxxxx Xxxxx V, recorded in Map Book 24, Page
126, Mecklenburg County Public Registry. These areas shall include the
facilities of the Property which are designated for the general use, in common,
of the tenant(s) of the Building and of tenants in any building or buildings
located on the One Morrocroft Centre Property adjoining the Property. Common
Areas include, to the extent the same are provided, the parking areas, parking
facilities, sidewalks, driveways and roadways, loading platforms, and landscaped
areas. The term "One Morrocroft Centre Property" shall mean the property owned
by H-C REIT, Inc. known as "One Morrocroft Centre" which adjoins the Property.

Section 6. Quiet Enjoyment. Landlord agrees that Tenant, on paying the
stipulated rental and keeping and performing the agreements and covenants herein
contained, shall hold and enjoy the Premises for the term aforesaid, subject,
however, to the terms of this Lease.

ARTICLE III

LEASE TERM

Section 1. Term. The term of this Lease (the "Term") shall commence and
end on the Commencement Date and Termination Date as set out below.

In the event that Tenant elects to upfit the Premises itself as
provided in Article II, Section 3.C above, then the Commencement Date shall be
on the date which is the earlier of (i) the date Tenant first occupies all or a
part of the Premises for the purposes of conducting business operations or (ii)
that date which is eight (8) weeks after the Delivery Date.

In the event that Tenant elects by notice to Landlord as provided in
Article II, Section 3.C above to have Landlord contract with a general
contractor to complete the Tenant Upfit Work, then the Commencement Date shall
be on the date which is the earlier of (i) the date Tenant first occupies all or
a part of the Premises for the purposes of conducting business operations or
(ii) the date on which Landlord substantially completes the Shell Building
Construction Work and the Tenant Upfit Work which Landlord is required to
perform and with respect to which Landlord has contracted with a general
contractor as provided in Article II, Section 3.C.

Tenant waives any right to rescind this Lease and further waives any
right to recover any damages that may result from the failure of Lessor to
deliver possession of the demised Premises by the date estimated for the
commencement of the Term.

The Termination Date shall be that date which is Ten (10) years after
the last day of the month in which the Commencement Date occurs, unless the
Lease is renewed as provided in Section 2 of Article III, in which event the
Termination Date shall be the last date of the applicable renewal period.

Within thirty (30) days following the occurrence of the Commencement
Date, Landlord and Tenant shall enter into the Commencement Agreement. If Tenant
fails to enter into such agreement, then the Commencement Date, the Termination
Date, the Gross Rentable Area of the Premises and the Initial Monthly Base Rents
shall be as designated by Landlord in such agreement in conformity with the
terms and provisions of this Lease.

Landlord shall cause The Xxxxxx Group of the Carolinas, Inc. ("The
Xxxxxx Group") to execute and deliver an indemnity agreement substantially in
the form attached hereto as Rider 2 pursuant to which The Xxxxxx Group will
agree that, (A) in the event that the Commencement Date is delayed beyond July
1, 1999 and (B) in the further event that (i) the Esplanade Rent actually paid
by Tenant during the Delay Period for the Sublet Premises under the Sublease
Extension or the Direct Lease, as applicable, exceeds (ii) the amount of base
rent which would have been paid for the Sublet Premises during the Delay Period
if such base rent was based on an annual rental rate of $20.00 per rentable
square foot, then The Xxxxxx Group will indemnify Tenant in an amount equal

to any such excess. The term "Esplanade Rent" as used herein shall mean any base
rent (including any holdover rent) actually paid by Tenant under (i) any
extension of its existing sublease with Xxxxxx Xxxxxxxxxxx (the "Sublease
Extension") for approximately 32,114 rentable square feet of space in the
Esplanade Building, at 0000 Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx (the "Sublet
Premises") provided that The Xxxxxx Group has approved any such extension of the
existing sublease or (ii) any direct lease with BCI Property Company No. 43 as
the owner of the Esplanade Building which replaces and supercedes the existing
sublease with Xxxxxx Xxxxxxxxxxx (the "Direct Lease") provided that The Xxxxxx
Group has approved any such Direct Lease. The term "Esplanade Rent" shall not
include any operating cost pass-throughs or other "additional" rent under such
sublease or any payments for utilities, taxes or insurance. The term "Delay
Period" as used herein shall mean the period beginning on July 1, 1999 and
ending on the Commencement Date. Notwithstanding the foregoing, in the event
that the Lease is terminated by either party thereto in accordance with its
terms prior to July 1, 1999, other than due to a default by Landlord under the
Lease, then the indemnity agreement shall be null and void ab initio and neither
party shall have any rights or obligations under the indemnity agreement . In
the event that the Lease is terminated by either party thereto in accordance
with its terms after July 1, 1999, and prior to the Commencement Date other than
due to a default by Landlord under the Lease, then the indemnity agreement shall
terminate as of the date of the termination of the Lease and The Xxxxxx Group's
obligation to indemnify Tenant shall apply only to the portion of the Delay
Period, if any, occurring prior to the termination of the Lease.

Section 2. Renewal Terms. At any time during which it is not in default
under the terms of this Lease, Tenant shall have the option to renew this Lease
for an additional term of five (5) years by giving Landlord written notice of
its election to do so at least one hundred eighty (180) days prior to the date
the original ten year Lease Term expires. Tenant shall have the further option
to renew this Lease for a second five (5) year term any time during the first
five-year renewal term during which Tenant is not in default in payment of rent
or in any other material term of this Lease by giving written notice to Landlord
of its election to do so at least one hundred eighty (180) days before the
expiration of the first five-year renewal term. In each case, the five-year
renewal term shall be subject to the same provisions and conditions that apply
to the original ten-year Lease Term except that Lessee shall have no renewal
option exercisable during the second five-year renewal term and the Base Rent
during such renewal terms shall be computed as follows:

1. The Annual Base Rent payable during the first year of the first
five-year renewal term be shall equal to the greater of (i) ninety-five percent
(95%) of the then current market rental rates for buildings in the SouthPark
area of Charlotte, North Carolina comparable to the Building determined by
agreement of the parties or by appraisal as provided below or (ii) the Annual
Base Rent payable under this Lease during the Lease Year immediately preceding
the first year of the first five-year renewal term. The Annual Base Rent shall
be adjusted each subsequent year during the first five-year renewal term as
provided in Article IV, Section 3 hereof and Tenant shall pay such Annual Base
Rent, as so adjusted, each year during the first five-year renewal term in equal
monthly installment in advance on or before the first day of each month. Tenant
shall also pay to Landlord Additional Rent during the first five-year renewal
term as provided in Article IV hereof.

The Annual Base Rental payable during the first year of the second
five-year renewal period shall be equal to the greater of (i) ninety-five
percent (95%) of the then current market rental rates for buildings in the
SouthPark area of Charlotte, North Carolina comparable to the Building
determined by agreement of the parties or by appraisal as provided below or (ii)
the Annual Base Rent payable under this Lease during the Lease Year immediately
preceding the first year of the second five-year renewal term. The Annual Base
Rent shall be adjusted each subsequent year during the second five-year renewal
term as provided in Article IV, Section 3 hereof and Tenant shall pay such
Annual Base Rent, as so adjusted, each year during the second five-year renewal
term in equal monthly installment in advance on or before the first day of each
month. Tenant shall also pay to Landlord Additional Rent during the second
five-year renewal term as provided in Article IV hereof.

The then current market rental rates for buildings in Charlotte, North
Carolina comparable to the Building for purposes of any renewal term shall be
agreed upon by the parties hereto, or, if the parties cannot agree as to market
rental rates, the then current market rental rates for buildings in Charlotte,
North Carolina comparable to the Building shall be determined by two appraisers
who are members of the American Institute of Real Estate Appraisers, one to be
appointed by each of the parties. If such appraisers cannot agree on the market
rate, they shall select a third member of the American Institute of Real Estate
Appraisers. A written determination as to market rate agreed upon by any two of
the appraisers so chosen shall be final and binding on the parties hereto and,
if two of the appraisers so chosen are unable to agree as to market rate, then
the median of the two appraisals closest in amount shall be deemed the market
rental rate for purposes hereof.

Section 3. Holding Over. If Tenant continues to occupy the Premises
after the last day of the term hereof or after the last day of any renewal or
extension of the term hereof and if Landlord elects to accept rent, a monthly
tenancy terminable at will by either party on not less than thirty (30) days'
written notice shall be created which shall be on the same conditions as those
herein specified, except Tenant shall pay one hundred twenty percent (120%) of
the monthly rent paid for the last full month of the lease term for each month
or partial month during which Tenant retains possession of the Premises after
such expiration or termination date. Unless Tenant obtains Landlord's prior
written consent to such holdover, Tenant shall indemnify Landlord against all
claims made against, and damages sustained by, Landlord by reason of such
retention of possession. The provisions of this section shall not constitute a
waiver by Landlord of any reentry rights available under this Lease or by law.

ARTICLE IV

BASE RENT, ADDITIONAL RENT AND ADJUSTMENTS

Section 1. Base Rent. Tenant covenants and agrees to pay to Landlord as
rental for the Premises the Initial Monthly Base Rent set forth in Article I,
adjusted as hereinafter provided, on the first day of each month, in advance,
during the term of this Lease; provided, however, that if the term of this Lease
does not begin on the first day or end on the last day of a month, the Monthly
Base Rent for that partial month shall be prorated by multiplying the Monthly
Base Rent by a fraction, the numerator of which is the number of days of the
partial month included in the term and the

denominator of which is the total number of days in the full calendar month that
is being prorated. Landlord and Tenant agree that the Initial Monthly Base Rent
will be determined on or prior to the Commencement Date based upon the Initial
Annual Base Rent set forth in Article I and such determination shall be set
forth in the Commencement Agreement.

Section 2. Annual Increase of Annual and Monthly Base Rent. For the
purposes of this Article IV, the term "Lease Year" shall mean that period of
time from the Commencement Date to the first anniversary of the Commencement
Date and from the first or any subsequent anniversary of the Commencement Date
to the next succeeding anniversary date.

Section 3. Adjustment of Annual and Monthly Base Rent. On the first day
of the month during which each anniversary of the Commencement Date occurs
during the term of this Lease or any renewal thereof, the Annual and,
correspondingly, Monthly Base Rent shall increase by a percentage equal to the
lesser of (i) one hundred percent (100%) of the percentage increase in the CPI
(as hereinafter defined) determined as herein provided or (ii) 2.96 percent.
With respect to the increase on the first anniversary of the Commencement Date,
the percentage increase in CPI shall be determined by dividing the CPI in effect
on the first day of the month immediately preceding the Commencement Date into
the CPI in effect on the first day of the month immediately preceding the first
anniversary of the Commencement Date and subtracting from the quotient the
integer one (1), and thereafter with respect to the increase on each subsequent
anniversary of the Commencement Date, the percentage increase in CPI shall be
determined by dividing the CPI in effect on the first day of the month
immediately preceding the closest prior anniversary of the Commencement Date
into the CPI in effect on the first day of the month immediately preceding the
then current anniversary of the Commencement Date for which the adjustment is
being made and subtracting from the quotient the integer one (1). In no event
shall Annual or Monthly Base Rent be less than the Base Rent stated in Article
I, Section 1. Landlord shall notify Tenant in writing of any adjusted Annual and
Monthly Base Rent at least ten (10) days prior to the date on which the next
Monthly Base Rent as adjusted is due and such notice shall include a detailed
computation of the new Annual and Monthly Base Rent. Absent manifest error, the
new Annual and Monthly Base Rent as set forth in such notice shall be deemed the
adjusted Annual and Monthly Base Rent hereunder. Tenant agrees to pay the
adjusted Monthly Base Rent on the first day of each month, thereafter, unless
and until it receives notice of any further adjusted Annual and Monthly Base
Rent amount.

Landlord shall use reasonable efforts to promptly notify Tenant of the
adjustments herein with a reasonable time after the CPI figures are made
available to Landlord. In the event Landlord does not furnish Tenant with a
statement of such rent until after one or more installments of the adjusted
Monthly Base Rent are due, then Tenant shall continue to pay Monthly Base Rent
at the rate in effect for the preceding twelve-month period until such statement
is furnished and upon receipt of such statement, Tenant shall immediately pay
the increase in amount for all such months for which Monthly Base Rent has
already been paid at the preceding rate prior to receipt of such statement.

For the purpose of this paragraph, "CPI" shall mean the Consumer Price
Index published monthly for All Urban Consumers, U.S. City Average, Base Year
1982-84 = 100, issued by the Bureau of Labor Statistics of the United States
Department of Labor, or in the event such index is

no longer published, then such other index as shall be generally acceptable as
being comparable thereto.

In the event that the Bureau of Labor Statistics shall change the base
period (now 1982-84 = 100), the new index numbers shall be substituted for the
old index numbers in making the calculation provided for in this Section.

Section 4. Additional Rent. For the purposes of this Article IV, the
following definitions apply:

a. Operating Costs. The term "Operating Costs" shall mean and
include all costs, expenses, taxes, and disbursements of every kind and nature
which Landlord shall pay or become obligated to pay in connection with the
management, operation, maintenance, replacement and repair of all building
systems, components and appurtenances according to first class management
principles for a building located in Charlotte, North Carolina and according to
what is best for the Building in the Landlord's judgement and in connection with
management, operation, maintenance, replacement and repair of the adjacent
parking facility to be used by tenants of the Building. Such costs will include,
but will not be limited to, maintenance, operation, and repair of personal
property, fixtures, machinery, equipment, systems and apparatus used in
connection with the Building and parking facility; insurance; security;
assessments payable to any owners' association under any declaration affecting
the Property, any management fees paid for management and maintenance of the
Common Areas; management fees paid for management of the Building (provided
that, if the fees are paid under a management contract with an affiliate of
Landlord, including The Xxxxxx Group, such management fees shall be included in
Operating Costs only to the extent that such fees do not exceed 4% of gross
revenues); utilities; maintenance and repairs of parking areas, grounds and the
land upon which the Building is located; contract services; all costs or
expenses incurred by Landlord to bring the Building, parking structure, the land
upon which the Building is located, and grounds in compliance with any law or
regulation taking effect after the Commencement Date; amortization of
non-permanent equipment (example: trash containers) which otherwise might be
leased; and those items listed on Exhibit D which are not identified in this
paragraph.

Operating Costs shall not include costs for tenant
improvements, interest and principal payments on loans for the Property, real
estate leasing commissions, depreciation salaries and other compensation for
executive officers of the Landlord or manager; expenditures for which the
Landlord has been reimbursed (other than pursuant to Additional Rent provisions
in tenant leases); expenses incurred in enforcing obligations of other tenants;
the items listed on Exhibit D-1 and identified thereon as "Additional Exclusions
from Operating Costs" and capital expenditures or capital leases (except for
costs associated with the capital expenditures and capital leases by Landlord
described in paragraph J of Exhibit D).

b. Controllable Operating Costs means those Operating Costs
that are directly controllable by the Landlord as a result of such costs being
associated with work or services provided by Landlord or employees of Landlord.

c. Uncontrollable Operating Costs means those Operating Costs
that are not directly controllable by the Landlord as a result of such costs
being associated with work or services provided by third party individuals or
entities over which Landlord has no control. Such costs include, but shall not
be limited to, ad valorem taxes, insurance premiums and utility costs.

d. Operating Cost Base means the Operating Costs for the
property during the Base Year. In the event the Building is not fully
operational and available for occupancy by tenants for the entire calendar year
constituting the Base Year, the Operating Cost Base shall be determined by
annualizing the actual Operating Costs of the Base Year as if the Building were
95% occupied for the full calendar year.

e. Base Year means the calendar year during which the
Commencement Date occurs.

f. Tenant's Proportionate Share means the proportion stated in
a percentage amount that the number of square feet of Gross Rentable Area
comprising the Premises bears to the total number of square feet included in the
Gross Rentable Area of the Building. Tenant acknowledges that the Premises
leased by Tenant comprises all of the Gross Rentable Area of the Building and
consequently that Tenant's Proportionate Share is 100%.

g. Lease Year shall have the meaning set forth in Section 2 of
this Article IV.

(i) Tenant shall pay to Landlord as additional rent (the "Additional
Rent"), for each calendar year or partial calendar year subsequent to the first
Lease Year, Tenant's Proportionate Share of the increase in Operating Costs for
such calendar year or partial calendar year over the Operating Cost Base.

(ii) For the purpose of estimating Operating Costs per square foot of
Gross Rentable Area and for the purpose of determining actual Operating Costs
per square foot of Gross Rentable Area under the provisions of this Section, all
amounts shall be adjusted so that estimated Operating Costs will be based upon
what such cost would reasonably be if ninety-five percent (95%) of the Building
were occupied, and actual Operating Costs will be calculated on the basis of 95%
assumed occupancy or actual occupancy, whichever is greater.

(iii) At Landlord's sole option, Landlord may require Tenant to pay to
Landlord as additional monthly rent (the "Additional Monthly Rent") on the first
day of each month of the term beginning on the first anniversary of the
Commencement Date, one-twelfth (1/12) of Landlord's estimate of what Tenant's
proportionate share of the increase in Operating Costs for each such calendar
year will be over the Operating Cost Base. Landlord shall use reasonable efforts
to notify Tenant of Tenant's required monthly additional rent payments at least
fifteen (1 5) days prior to such calendar year or partial calendar year. In the
case of a partial calendar year (i.e. when the Commencement Date is not January
1 or the Termination Date is not December 31, from the first anniversary of the
Commencement Date to December 31 of such calendar year or from January 1 of the
calendar year during which the Termination Date occurs to the Termination Date)
the increase in Operating Costs shall be determined by comparing the Operating
Costs for the full calendar year

which includes such partial calendar year with the Operating Cost Base and then
prorating the amount of such increase based upon the proportion that such
partial calendar year bears to the full calendar year.

(iv) Landlord shall provide Tenant with a statement of Tenant's
Proportionate Share of the increase in Operating Costs for each calendar year or
partial calendar year (the "Landlord's Statement"), together with the credit due
Tenant for Additional Monthly Rent paid by Tenant during such calendar or
partial calendar year pursuant to Landlord's estimate, within ninety 90 days
after the end of such calendar year or partial calendar year, but Landlord's
failure to provide Tenant with such Landlord's Statement shall not affect
Tenant's obligation to pay such Additional Rent when it does receive such
Landlord's Statement. Tenant shall pay tenant's Additional Rent, less any credit
due Tenant as provided in the next following paragraph, within thirty (30) days
of receipt of such Landlord's Statement. The Landlord's Statement for any
calendar year or partial calendar year shall also include the amount of the
Operating Cost Base and the actual Operating Costs for the calendar year or
partial calendar year covered by the Landlord's Statement.

(v) After the end of each calendar year or partial calendar year
subsequent to the first Lease Year when Landlord determines Tenant's
Proportionate Share of the increase for such calendar year or partial calendar
year over the Operating Cost Base, Landlord shall credit against the amount owed
by Tenant to Landlord, any payments made by Tenant to Landlord during such
calendar year or partial calendar year pursuant to Landlord's estimate of the
increase in operating Cost for such calendar year or partial calendar year. If
the total of Tenant's payments for such calendar year or partial calendar year
based on Landlord's estimate exceed Tenant's Proportionate Share of the increase
in Operating Costs for such calendar year or partial calendar year over the
Operating Cost Base, then Landlord shall, at its sole option, either refund to
Tenant such overpayment, or credit such overpayment to the estimated payments
required of Tenant for the next succeeding calendar year or partial calendar
year. In no event shall Tenant be entitled to any credit or refund to the extent
that Operating Costs for any calendar year, or the calendar year during which a
partial calendar year occurs, decreases below the Operating Cost Base.

(vi) Upon request by Tenant, Landlord agrees to provide to Tenant
within ninety (90) days of such request, a statement distinguishing between the
increases in Controllable Operating Costs and Uncontrollable Operating Costs for
each calendar year or partial calendar year during the term of the Lease.

(vii) Tenant (or any certified public accountant engaged by Tenant for
such purposes) may review and audit, at Tenant's expense, the Landlord's books
pertaining to the determination of Operating Costs during regular business hours
in Landlord's or the property manager's office and make any objections on or
before forty-five (45) days after Landlord provides Tenant with the Landlord's
Statement showing the actual Operating Costs for the calendar year or partial
calendar year covered by the Landlord's Statement and showing Tenant's
Proportionate Share of the increase in Operating Costs as provided herein;
provided, however, that all reasonable expenses incurred by Landlord or the
property manager in connection with such review shall be paid by Tenant and such
review by Tenant shall not postpone or alter the liability and obligation of
Tenant to continue paying its share of Tenant's Proportionate Share of the
increase in Operating Costs. If, after reviewing the

Landlord's books, Tenant objects to the Landlord's Statement, which objection
shall be made only if the discrepancy in Operating Costs as disclosed in the
Landlord's Statement and the Tenant's audit exceeds four percent (4%), Landlord
shall have the option to either (i) agree with Tenant's assessment of the actual
Operating Costs, refund the overage paid by Tenant and make appropriate
adjustments for future rental payments and reimburse Tenant for any actual
out-of-pocket third-party costs incurred by Tenant in reviewing or auditing the
Landlord's Statement or (ii) disagree with such assessment in which event
Landlord and Tenant will mutually agree on an independent accounting firm to
conduct an audit of the books of Landlord with regard to the Operating Costs and
Tenant's Proportionate Share of the increase in Operating Costs ("Independent
Audit"). If the Independent Audit reveals that the discrepancy between actual
Operating Costs and Operating Costs as disclosed on the Landlord's Statement is
less than four percent (4%), Tenant shall be solely responsible for the cost of
the Independent Audit, and no changes shall be made to the rental payments but
Landlord shall refund to Tenant any overage paid by Tenant as Tenant's
Proportionate Share of the increase in Operating Costs due to the discrepancy
between actual Operating Costs and Operating Costs as disclosed on the
Landlord's Statement . If the Independent Audit reveals a discrepancy of more
than four percent (4%), Landlord shall immediately take the actions required
under (i) above and shall be responsible for the cost of the Independent Audit.

Section 5. Late Payment. If the Monthly Base Rent, or any other payment
due hereunder from Tenant to Landlord, remains unpaid five (5) days after it is
due, the amount of such unpaid rent or other payment shall be increased by a
late charge to be paid to Landlord by Tenant in an amount equal to five percent
(5%) of the amount of the delinquent rent or other payment. The amount of the
late charge to be paid for such month shall be computed on the aggregate amount
of delinquent rent and other payment then outstanding for such month. Landlord
and Tenant agree that such late charge shall not be deemed to be a penalty, it
being understood between the parties that late payments by Tenant shall result
in additional administrative expense to Landlord which is difficult and
impractical to ascertain and that such late charge is a reasonable estimate of
the loss and expense to be suffered by Landlord as a result of such late payment
by Tenant. If rent or other payments due Landlord by Tenant hereunder are not
paid within the time limits set forth above, then in such case in addition to
the late charge provided for hereinabove, such rent or other sum shall also bear
interest after its due date at the rate of eighteen percent (18%) per annum (or,
if less, the highest rate allowed by law). If rent or any other sums due
Landlord by Tenant hereunder is collected by or through an attorney at law,
Tenant agrees to pay Landlord's actual and reasonable attorneys' fees incurred
with respect thereto not in excess of fifteen percent (15%) of the amount so
collected, or if the laws of the State of North Carolina in effect at the time
of such collection limit the amount so payable as attorneys' fees, then the
maximum percentage not in excess of fifteen percent (15%) allowed by such laws,
of the amount so collected. Nothing herein shall relieve Tenant of the
obligation to pay rent or any other payment on or before the date on which any
such payment is due, nor in any way limit Landlord's remedies under this Lease
or at law in the event said rent or other payment is unpaid after it is due.

Section 6. Application of Payments Received from Tenant. Landlord,
acting in its sole discretion, shall have the right to apply any payments made
by Tenant to the satisfaction of any debt or obligation of Tenant to Landlord
regardless of the instructions of Tenant as to application of any such payments,
whether such instructions be endorsed upon Tenant's check or otherwise, unless

otherwise agreed upon by both parties in writing. The acceptance by Landlord of
a check or checks drawn by anyone other than Tenant shall in no way affect
Tenant's liability hereunder nor shall it be deemed an approval of any
assignment of this Lease by Tenant.

ARTICLE V

UTILITIES, SERVICES AND MAINTENANCE

Section 1. Landlord's Services and Maintenance. Landlord shall provide
the following services: (1) heating and air conditioning system in the Building
sufficient to provide heating and air conditioning to the Premises as reasonably
required for normal office use during Business Hours (as hereinafter defined);
(2) city water from the Building fixtures for drinking, lavatory and toilet
purposes; (3) customary cleaning and janitorial services in the Premises, in
substantial accordance with the janitorial specifications attached hereto as
Exhibit E, Monday through Friday, excluding Federal holidays; (4) customary
cleaning, mowing, grounds keeping, snow removal and trash removal in the Common
Areas of the Property; (5) window washing in the Premises, inside and outside,
at reasonable intervals; (6) adequate passenger elevator service; (7) customary
security services consistent with first-class office buildings in Charlotte,
North Carolina comparable to the Building; (8) replacement of lamps (both
fluorescent and incandescent) only in the Building standard lighting fixtures as
specified by Landlord for the Premises and any Common Areas of the Building (any
lamps for non Building standard lighting fixtures shall be Tenant's
responsibility); (9) sanitary sewer service as reasonably required for normal
office use and (10) except as specifically provided otherwise in this Lease,
keep the Building open to guests, invitees, employees and customers of Tenant
during the business hours of the Building (the "Business Hours"), which are
Monday through Friday from 7:00 a.m. until 7:00 p.m. and on Saturday from 8:00
a.m. to 1:00 p.m., excluding Federal holidays.

Except as otherwise provided herein, Landlord shall not be obligated to
furnish any services or utilities, other than those stated above. If Landlord
elects to furnish services or utilities requested by Tenant, in addition to
those listed above or at times other than those stated above, Tenant shall pay
to Landlord the prevailing charges for such services and utilities within thirty
(30) days after billing. If Tenant fails to make any such payment, Landlord may,
without notice to Tenant and in addition to Landlord's other remedies under this
Lease, discontinue any or all of such additional or after-hours services. No
such discontinuance of any service shall result in any liability of Landlord to
Tenant or be considered an eviction or a disturbance of Tenant's use of the
Premises. With respect to electric power, including electric power for heating
and ventilation, Tenant shall bear the cost of all electric power or current
required by Tenant in the Building as provided in Section 2 below. Consequently,
for so long as Tenant is the sole tenant of the Building, Tenant may use
electric power, including electric power after or before the Building's Business
Hours at such times as Tenant shall elect, provided that the cost of such
electric power use shall be borne solely by Tenant as provided in Section 2
below.

Landlord shall have no liability or responsibility to Tenant for loss
or damage, nor shall Tenant's lease obligations xxxxx, should the furnishing of
any of the utilities and services as herein

provided be interrupted, prohibited or stopped for repairs, alterations or
improvements, or by causes beyond Landlord's control, including without
limitation, accidents, strikes, storms, Acts of God, labor trouble or
disturbances, lockouts or orders or regulations of any governmental authority.

Section 2. Tenant's Services and Maintenance. Tenant shall make
arrangements directly with the public utility electric company serving the
Building at Tenant's sole cost and expense for all electric power or current
required by Tenant in the Premises, including the provision of electric power
for heat and air conditioning and directly with the telephone company or
companies for all telephone service required by Tenant. Tenant shall pay for all
electric and telephone service used or consumed in the Premises, including the
cost of installation of any separate meters. Tenant shall not place or operate
in the Premises any electrically operated equipment or other machinery, other
than typewriters, personal computers, adding machines, reproduction machines,
and other machinery and equipment normally used in business offices, which will
overload the Building's electrical system. Tenant shall also procure for its own
account, shall be solely responsible for and shall promptly pay all charges for
water, sewerage service, gas, hot and cold water furnished for heat and air
conditioning consumed or used in or at the Premises, together with any and all
other utilities used or consumed in the Premises.

Landlord shall not be responsible for the maintenance, repair or
replacement of any systems which are located within the Premises and are
supplemental or special to the Building's standard systems, whether installed
pursuant to a work letter or otherwise, for any lamps, whether fluorescent or
incandescent, for any special or non Building standard lighting fixtures, or for
any floor or wall coverings in the Premises. Tenant shall be responsible for all
services, maintenance and repairs not specifically delegated to Landlord
hereunder which are required to keep the interior of the Premises in good
condition and repair, or which are required by Tenant to conduct its business in
the Premises, provided however, Tenant shall first obtain Landlord's consent
before procuring any service not provided for in this Lease.

If heat generating machines or equipment are used in the Premises by
Tenant which affect the temperature otherwise maintained by the Building heating
and air conditioning system, Landlord shall have the right to install
supplemental air conditioning units in or about the Premises and the cost of the
units, and the cost of installation, operation and maintenance thereof, shall be
paid by Tenant to Landlord within thirty (30) days of demand by Landlord.

ARTICLE VI

ALTERATIONS, REPAIRS AND MAINTENANCE

Section 1. Alterations. Tenant agrees that it will make no material
alterations, additions or improvements to the Premises, including any initial
interior improvements and the Tenant Upfit Work, without the prior written
consent of Landlord, and that all alterations, additions or improvements made by
or for Tenant, including without limitation, any and all subdividing partitions,
walls or railings of whatever type, material or height and improvements
installed in accordance with the Lease, excepting movable office furniture
installed at the expense of Tenant, shall, when made, become the property of
Landlord and shall remain upon and be surrendered with

the Premises as a part thereof at the end of the Lease term, unless Landlord
shall notify Tenant to remove same, in which latter event Tenant shall comply to
the end that the Premises shall be restored to the same condition in which they
were received on the Commencement Date, normal wear and tear and casualty damage
excepted. Tenant shall not core drill or in any other manner attempt to
penetrate or penetrate the floors of the Building without obtaining permission
of Landlord.

In the event that Tenant constructs any improvements to the Premises,
including the Tenant Upfit Work and any other initial improvements that Tenant
makes, then those improvements must be constructed (a) using, at least, finishes
which are standard to the Building and according to plans and specifications and
using only contractors and subcontractors approved by Landlord in advance, and
(b) in compliance with all applicable laws, ordinances, rules, building codes,
and regulations of Federal, State, municipal and county authorities, including
without limitation, the procurement of a building permit and compliance with the
Americans with Disabilities Act, and (c) in a diligent, good and workmanlike
manner. Tenant shall obtain a Builders' Risk Insurance Policy in such amount as
is reasonably requested by Landlord, naming Landlord as an additional insured
and providing that such insurance will not be canceled without giving Landlord
at least 15 days prior written notice thereof. Any mechanical or electrical work
and any penetration of floors must be performed by Landlord's contractors and
subcontractors. Upon completion of any such construction by Tenant, Tenant must
furnish Landlord with a complete set of as-built plans and specifications for
the same. Tenant will not permit and will indemnify Landlord and hold it
harmless from any mechanics or materialmen's liens against the Premises or
Property, in connection with any such improvements.

Section 2. Right of Entry. Tenant agrees that Landlord shall have the
right to enter and to grant licenses to enter the Premises at any time (a) to
examine the Premises, (b) to make alterations and repairs to the Premises or to
the Building (including the right, during the progress of such alterations or
repairs, to keep and store within the Premises all necessary materials, tools
and equipment), (c) to exhibit the Premises to prospective purchasers or tenants
during the last year of the Term or following a default hereunder, or (d) for
any other reasonable purpose, and that no such entry shall render Landlord
liable to any claim or cause of action for loss of or damage to property of
Tenant by reason thereof, nor in any manner affect the obligations and covenants
of this Lease. Except for emergencies and for routine maintenance and cleaning
conducted outside of normal business hours, Landlord shall give Tenant
reasonable notice of such entries. Any entry by Landlord to make alterations and
repairs to the Premises or to the Building of which they are a part shall be
conducted so as not to unreasonably interfere with Tenant's use of the Premises
during its normal working hours.

Section 3. Tenant's Care of Premises. Tenant shall keep the Premises
(which, as more particularly described in Section 1 of Article II, does not
include the Building Shell or surrounding land, landscaping, parking areas and
driveways), and fixtures and other property located therein, in good order and
repair, including without limitation, maintenance, repair, and replacement of
all doors (exterior and interior), all interior plate glass and window glass,
and all wall and floor coverings, effecting all such maintenance, repairs and
replacements as needed, at its own expense and employing materials and labor of
a kind and quality equal to the original installations. Tenant shall also be
responsible for and shall maintain, as needed, all special equipment and repair
and

replace decorative treatments installed by or at Tenant's request and that serve
the Premises only, and any trade fixtures of Tenant within the Premises. If
Tenant fails to perform such maintenance, repair or replacement as above
provided, within a reasonable time, then immediately after advising Tenant in
writing as to the necessity therefor, Landlord may accomplish the required work
and add the cost thereof to the next due Monthly Base Rent, but Tenant shall not
be liable to Landlord for any failure to fulfill the obligations of this Section
until such time as Tenant shall be notified, as aforesaid, in writing of the
requirements therefor.

Section 4. Landlord's Repairs. Landlord shall make the repairs and
replacements to maintain the Building and the parking areas, driveways and
landscaping located on the Property in a condition comparable to other first
class office buildings in Charlotte, North Carolina within a reasonable time
after being notified of the need therefor. This maintenance shall include the
roof, foundation, exterior walls, interior structural walls, all structural
components, and all Building systems, such as mechanical, electrical, HVAC, and
plumbing, but shall not include any maintenance, repair or replacement which is
the responsibility of Tenant under Section 3 above.

Section 5. Surrendering the Premises. Upon the termination of this
lease, or of Tenant's right to possess the Premises, Tenant shall surrender the
Premises to Landlord in the same broom clean condition that the Premises were in
on the Commencement Date except for:

(i) ordinary wear and tear;

(ii) damage by the elements, fire, and other casualty unless Tenant
would be required to repair under Section 3;

(iii) condemnation; and

(iv) alterations as permitted by this Lease unless Landlord notifies
Tenant to remove the same.

On surrender, Tenant shall remove from the Premises its personal
property, trade fixtures, and any alterations required to be removed under
Section 1, and repair any damage to the Premises caused by such removal. Any
items not removed by Tenant as required above shall be considered abandoned.
Landlord may dispose of abandoned items as Landlord chooses and xxxx Tenant for
the cost of their disposal, minus any revenues received by Landlord for their
disposal.

ARTICLE VII

USE AND COVENANTS

Section 1. Use and Occupancy. Tenant agrees that the Premises will be
used only for general office purposes, that no unlawful use of the Premises will
be made, that no sign, name, legend, notice or advertisement of any kind will be
fixed, printed, painted or displayed on any part of the Building

or Property without the prior written approval of Landlord, except that the name
and suite number of Tenant may be displayed at the entrance to the Premises in a
manner prescribed by Landlord.

Section 2. Parking. Tenant agrees for itself, its employees, agents and
invitees to comply with the parking rules contained in the Parking Rules and
Regulations attached hereto as Exhibit F together with all reasonable
modifications and additions thereto which Landlord may from time to time make.
Tenant shall use parking spaces only in a manner which is compatible with the
day-to-day general use of the Building by its employees, visitors, customers,
invitees, guests and other tenants in the Building. Tenant agrees that Landlord
shall have the right to tow vehicles of Tenant and its employees, agents, guests
and visitors that are parked in such a way as to be-in violation of the Parking
Rules and Regulations.

Landlord reserves the right from time to time without notice to Tenant
to change the location or configuration of the parking areas located on the Land
and designated by Landlord for use by the tenants of the Building (the "Parking
Areas"), or any portion thereof; change the number of parking spaces located
within the Parking Areas, or any portion thereof provided that the total number
of spaces located on the Land and available for use by Tenant in common with
tenants of on the One Morrocroft Centre Property adjoining the Property shall
not be less than the number of spaces required by applicable zoning laws;
install systems to control and monitor parking in the Parking Areas, or any
portions thereof, including without limitation, a parking gate and
identification card system; utilize parking guards or attendants to supervise
and control parking within the Parking Areas and to enforce the parking rules;
have full access to the Parking Areas (including the right to close or alter the
means of access to the Parking Areas, or portions thereof to make repairs and
alterations thereto, modify the parking rules; tow motor vehicles parked in
violation of the parking rules; and enforce the parking rules by appropriate
legal action.

Section 3. Building Rules and Regulations. Tenant has read the rules
and regulations attached hereto as Exhibit G and made a part hereof and hereby
agrees to abide by and conform to the same and to such further reasonable rules
and regulations as Landlord may from time to time make or adopt for the care,
protection and benefit of the Building or the general comfort and welfare of its
occupants. Tenant further agrees that Landlord shall have the right to modify or
waive any and all of such rules in the case of any one or more tenants without
affecting Tenant's obligations under this Lease and that Landlord shall not be
responsible to Tenant for the nonconformance by any other tenant to any such
rules or regulations.

Section 4. Hazardous Substances. Tenant shall not cause or permit any
Hazardous Substance, as hereinafter defined, (excluding, however, ordinary
office and cleaning supplies in customary amounts used in connection with the
operation or maintenance of the Premises) to be used, stored, generated or
disposed of in or about the Premises or Property by Tenant, or Tenant's agents,
employees, contractors or invitees. Tenant shall indemnify and hold harmless
Landlord from any and all claims, damages, fines, judgments, penalties, costs,
liabilities or losses, including reasonable attorneys' fees, arising during or
after the Lease Term as a result of such use, storage, generation or disposal of
Hazardous Substances by Tenant, or Tenant's agents, employees, contractors or
invitees. This indemnification includes, without limitation, any and all costs
incurred due to any investigation of the site or any cleanup, removal or
restoration mandated by a federal,

state or local agency or political subdivision. As used herein, "Hazardous
Substance" means any substance which is toxic, ignitable, reactive, or corrosive
and which is regulated by any local government, the State of North Carolina, or
the United States government. "Hazardous Substance" includes any and all
material or substances which are defined as "hazardous waste", "extremely
hazardous waste" or a "hazardous substance" pursuant to state, federal or local
governmental law. "Hazardous Substance" includes but is not restricted to
asbestos, polychlorobiphenyls ("PCB's") and petroleum.

Section 5. Letter of Credit. Tenant covenants and agrees with Landlord
that Tenant will obtain a "stand-by" letter of credit in the amount of
$1,000,000 as additional security for any Construction Loan and any term loan
(including any "permanent" loan) obtained by Landlord and secured by a first
lien on the Property, which stand-by letter of credit shall be from an issuer
and shall be in such form and substance as shall be acceptable to the lender of
such Construction Loan and term loan (including any "permanent" loan). Landlord
shall pay the fees required to be paid to the issuer of such letter of credit up
to an amount not to exceed one and one-quarter per cent (1 1/4%) of the face
amount of the letter of credit per year. Tenant shall pay any fees for such
letter of credit in excess of such amount. Tenant or its affiliates shall also
execute any reimbursement agreement or similar agreement required by the issuer
of the letter of credit and shall provide any collateral required by the issuer
to secure such reimbursement agreement. The terms of any Construction Loan or
term loan secured by the letter of credit shall provide that the letter of
credit will be released in the event that Tenant achieves an implied investment
grade credit rating of "BBB-" by the Standard & Poors rating agency.

ARTICLE VIII

INSURANCE AND INDEMNITY

Section 1. Landlord's Insurance. Landlord shall keep the Building
insured against loss or damage by fire and any of the risks covered by insurance
of the type known as "fire and extended coverage," in the amount of at least
ninety percent (90%) of the replacement value of the Building, as the value may
exist from time to time. In addition, Landlord shall maintain a policy of
commercial general public liability insurance, or such other public liability
insurance commonly procured in the insurance industry by owners of office
buildings comparable to the Building and in such geographic area as the
Property, with respect to the Common Areas, covering bodily injury, death and
property damage, with a contractual liability endorsement, in the amount of at
least One Million Dollars ($1,000,000.00) per occurrence and with an aggregate
limit of at least One Million Dollars ($1,000,000.00). Landlord shall not be
required to insure fixtures or other property of Tenant. Tenant shall be named
as an additional insured in any such policies of liability insurance. All such
policies shall contain a provision which states that the policy of insurance
shall not be canceled, altered, changed, amended or modified, nor shall any
coverage therein be reduced, deleted, amended, modified, changed or canceled by
either the party named as the insured or the insurance company issuing the
policy without at least thirty (30) days prior written notice having been first
received by Tenant. At Tenant's request, Landlord shall provide Tenant with a
copy of such policies.

Section 2. Tenant's Insurance. Tenant shall keep in force, during the
full term of this Lease, or any renewal or extension thereof, workmen's
compensation insurance, and commercial general public liability insurance issued
by a financially solvent insurance company, reasonably acceptable to Landlord,
with such limits as may be reasonably requested by Landlord from time to time,
but with minimum limits not less than One Million Dollars ($1,000,000.00), per
occurrence and in the aggregate, with respect to the Premises, on account of
bodily injury, including death, or property damage, or both. Said policy of
commercial general public liability insurance shall name Landlord as an
additional insured and provide that it shall not be canceled for any reason
unless and until Landlord is given fifteen (15) days' notice in writing by the
insurance company. The insurance policy or other evidence of coverage
satisfactory to Landlord shall be deposited with Landlord upon occupancy of
Premises by Tenant.

Section 3. Insurance Criteria. Insurance policies required by this
Lease shall:

(i) be issued by insurance companies licensed to do business in the
state of North Carolina with general policyholders ratings of at least A- and
the financial rating of at least XI in the most current Best's Insurance Reports
available on the Commencement Date. If the Best's ratings are changed or
discontinued, the parties shall agree to an equivalent method of rating
insurance companies. If the parties cannot agree they shall submit the dispute
to arbitration;

(ii) be primary policies - not as contributing with, or in excess of,
the coverage that the other party may carry;

(iii) be permitted to be carried through a "blanket policy" or
"umbrella" coverage;

(iv) have deductibles not greater than $1,000.00; and

(v) be maintained during the entire Term (as defined in Article III,
Section 1) and any extension Terms.

Section 4. Increase In Insurance Premium. If, because of anything done,
caused to be done, permitted or omitted by Tenant, the premium rate for any kind
of insurance affecting the Building shall be raised, Tenant agrees that the
amount of the increase in premium which Landlord shall thereby be obligated to
pay for such insurance shall be paid by Tenant to Landlord, on demand, and that
if Landlord shall demand that Tenant remedy the condition which caused the
increase in the insurance premium rate, Tenant will remedy such condition within
thirty (30) days after such demand. Tenant agrees that it shall not do or cause
to be done or permit an the Premises, anything deemed more hazardous than use as
a normal business office.

Section 5. Tenant's Indemnity. Tenant shall indemnify and hold harmless
Landlord, and the agents, employees, contractors and invitees of Landlord, from
and against any and all claims by or on behalf of any person, or entity, arising
by reason of injury to any person, including death, or property occurring in or
about the Premises or Property, and occasioned by any act or omission on the
part of Tenant or any employee (whether or not acting within the scope of
employment), agent,

contractor (excluding Landlord), invitee, assignee or tenant of Tenant, or by
reason of nonperformance of any covenant in this Lease on the part of Tenant.

Section 6. Landlord's Indemnity. Landlord shall indemnify and hold
harmless Tenant and the agents, employees, contractors and invitees of Tenant,
from and against any and all claims by or on behalf of any person, or entity
occurring in or about the Common Areas or Property and occasioned by any act or
omission on the part of Landlord or any employee (whether or not acting within
the scope of employment), agent, contractor, or invitee of Landlord or by reason
of nonperformance of any covenant of this Lease on the part of Landlord.
Landlord shall not be liable to Tenant for any damages caused by any act or
omission of any owner or tenant of any property adjoining the Property.

Section 7. Tenant's Personal Property. Notwithstanding any other
provision of this Lease to the contrary, Tenant agrees that all personal
property or fixtures in the Premises, whether belonging to Tenant or other
persons, shall be and remain at Tenant's sole risk, and Landlord shall not be
liable for any damage to, or loss of, such property arising from any acts or
omissions of any persons, or from fire, or from the leaking of the roof, or from
the bursting, leaking, or overflowing of water, sewer or steam pipes or, from
any other cause whatsoever and Tenant expressly agrees to indemnify and save
Landlord harmless in all such cases.

Section 8. Waiver of Subrogation. Each party waives claims arising in
any manner in its (Injured Party's) favor and against the other party for loss
or damage to Injured Party's property located within or constituting a part or
all of the Building. This waiver applies only to the extent the loss or damage
is covered by:

(i) the Injured Party's insurance; or

(ii) the insurance the Injured Party is required to carry under Article
VIII, whichever is greater. The waiver also applies to each party's directors,
officers, employees, shareholders, and agents. The waiver does not apply to
claims caused by a party's willful misconduct. Each party's waiver shall only be
effective so long as the other party has in effect the foregoing insurance with
waiver of subrogation provision or endorsement.

Each party agrees to obtain a standard waiver of subrogation
endorsement to its property and casualty insurance in order to comply with this
Section. However, if despite a party's best efforts it cannot find an insurance
company meeting the criteria in Section 3 that will give the waiver of
subrogation at reasonable commercial rates, then it shall give notice to the
other party within thirty (30) days after the Lease's Commencement Date. The
other party shall then have thirty (30) days to find an insurance company
meeting the criterion of Article VIII that will issue the waiver at reasonable
commercial rates. If the other party also cannot find such an insurance company,
then both parties shall be released from their obligation to obtain the waiver,
and neither party shall be deemed to have waived any claims against the other
party for loss of or damage to the Injured Party's property.

If an insurance company is found but it will give the waiver only at
rates greater than reasonable commercial rates, then the parties can agree to
pay for the waiver under any agreement they can negotiate. If the parties cannot
in good faith negotiate an agreement, then both parties shall be released from
their obligation to obtain the waiver.

ARTICLE IX

DAMAGES TO PREMISES

Section 1. Definition. "Relevant Space" means:

(i) the Premises as defined in Article II, excluding Tenant's
non-Building Standard fixtures;

(ii) access to the Premises; and

(iii) any part of the Building that provides essential services to the
Premises.

Section 2. Repair of Damage. If the Relevant Space is damaged in part
or whole from any cause and the Relevant Space can be substantially repaired and
restored within one hundred and eighty (180) days from the date of the damage
using standard working methods and procedures, Landlord shall at its expense
promptly and diligently repair and restore the Relevant Space to substantially
the same condition as existed before the damage. This repair and restoration
shall be made within one hundred and eighty (180) days from the date of the
damage unless the delay is due to causes beyond Landlord's reasonable control.

If the Relevant Space cannot be repaired and restored within the one
hundred and eighty (180) day period, then either party may, within ten (10) days
after determining that the repairs and restoration cannot be made within one
hundred and eighty (180) days, cancel the Lease by giving notice to the other
party. Nevertheless, if the Relevant Space is not repaired and restored within
one hundred and eighty (180) days from the date of the damage, then Tenant may
cancel the Lease at any time after the one hundred and eightieth (180th) day and
before the two hundred and tenth (210th) day following the date of damage.
Tenant shall not be able to cancel this Lease if its willful misconduct caused
the damage unless Landlord is not promptly and diligently repairing and
restoring the Relevant Space.

Section 3. Abatement. Unless the damage is caused by Tenant's willful
misconduct, the Base Rent and Additional Rent shall xxxxx in proportion to that
part of the Premises that is unfit for use in Tenant's business. The amount of
the abatement shall take into account the nature and extent of interference to
Tenant's ability to conduct business in the Premises and the need for access and
essential services. The abatement shall continue from the date the damage
occurred until ten (10) business days after Landlord completes the repairs and
restoration to the Relevant Space or the part rendered unusable and notice to
Tenant that the repairs and restoration are completed, or until Tenant again
uses the Premises or the part rendered unusable, whichever is first. In the
event of a full

abatement of rent as aforesaid, the term of this Lease shall be extended
automatically for a period equal to the period of such abatement.

Section 4. Tenant's Property. Notwithstanding any thing else in Section
1, Landlord is not obligated to repair or restore damage to Tenant's trade
fixtures, furniture, equipment, or other personal property, or any Tenant
improvements.

Section 5. Damage to Building. If in connection with any damage to the
Building:

(i) more than forty percent (40%) of the Building is damaged and
Landlord decides not to repair and restore the Building;

(ii) any mortgagee of the Building shall not allow adequate insurance
proceeds for repair and restoration;

(iii) the damage is not covered by Landlord's insurance required by
Article VIII, Section 1; or

(iv) the Lease is in the last twelve (12) months of its term;

then Landlord may cancel this Lease. To cancel, Landlord must give notice to
Tenant within thirty (30) days after Landlord knows of the damage. The notice
must specify the cancellation date, which shall be at least thirty (30) but not
more than sixty (60) days after the date notice is given.

Section 6. Cancellation. If either party cancels this Lease as
permitted by this Article, then this Lease shall end on the day specified in the
cancellation notice. The Base Rent, Additional Rent and any other charges due
under this Lease shall be payable up to the cancellation date and shall account
for any abatement. Landlord shall promptly refund to Tenant any prepaid,
unaccrued Base Rent and Additional Rent , accounting for any abatement, plus
security deposit, if any, less any sum then owing by Tenant to Landlord.

ARTICLE X

EMINENT DOMAIN

If (i) twenty percent (20%) or more of the floor area of the Premises,
(ii) twenty percent (20%) or more of the available parking spaces located on the
Land or (iii) land which deprives the parking areas located on the Property of
access by motor vehicles to and from a public road is taken for any public or
quasi-public use under any governmental law, ordinance or regulation or by right
of eminent domain or by private purchase in lieu thereof, then either party
hereto shall have the right to terminate this Lease effective on the date
physical possession is taken by the condemning authority or private purchaser.

If less than twenty percent (20%) of the floor area of the Premises or
less than twenty percent (20%) of the parking spaces is taken for any public or
quasi-public use in said manner, then unless such taking deprives the parking
areas located on the Property of access by motor vehicles to and from a public
road, then neither party shall have the right to terminate this Lease as a
result of such taking. However, in the event any portion of the Premises is
taken and the Lease not terminated, the rental specified herein shall be reduced
during the unexpired term of this Lease in proportion to the area of the
Premises so taken and the reduction shall be effective on the date physical
possession is taken by the condemning authority or private purchaser.

Any election to terminate this Lease following condemnation shall be
evidenced only by written notice of termination delivered to the other party not
later than fifteen (15) days after the date on which physical possession is
taken by the condemning authority or private purchaser and shall be deemed
effective as of the date of said taking. If, however, the Lease is not
terminated following a partial condemnation, Landlord shall promptly make all
necessary repairs or alterations to the Building and Premises which are required
to make the Building usable by Tenant subsequent to such taking.

All compensation awarded for any taking (or the proceeds of private
sale in lieu thereof) whether for the whole or a part of the Premises, shall be
the property of Landlord whether such award is compensation for damages to
Landlord's or Tenant's interest, provided Landlord shall have no interest in any
award made to Tenant for loss of business or for the taking of Tenant's fixtures
and other property within the Premises if a separate award for such items is
made to Tenant.

ARTICLE XI

DEFAULT AND WAIVER

Section 1. Tenant's Default. Each of the following constitutes a
default ("Default"):

(i) Tenant's failure to pay Base Rent, Additional Rent, or any other
sum due hereunder within five (5) days after Tenant receives notice from
Landlord of Tenant's failure to pay Base Rent, Additional Rent, or such other
sum;

(ii) Tenant's failure to pay Base Rent or Additional Rent by the due
date, at any time during a Lease Year in which Tenant has already received two
notices of its failure to pay Base Rent or Additional Rent by the due date;

(iii) Tenant's failure to perform or observe any other Tenant
obligation after a period of thirty (30) days or the additional time, if any,
that is reasonably necessary to promptly and diligently cure the failure, after
it receives notice from Landlord setting forth in reasonable detail the nature
and extent of the failure and identifying the applicable Lease provision;

(iv) Tenant's abandoning or vacating the Premises (except in connection
with a permitted sublease or permitted assignment during the duration of such
sublease or assignment);

(v) Tenant's failure to vacate or stay any of the following within
thirty (30) days after they occur:

A. a petition in bankruptcy is filed by or against Tenant;

B. Tenant is adjudicated as bankrupt or insolvent;

C. a receiver, trustee, or liquidator is appointed for all or a
substantial part of Tenant's property; or

D. Tenant makes an assignment for the benefit of creditors.

Section 2. Landlord's Remedies.

(i) Landlord, in addition to the remedies given in this Lease or under
the law, may do one or more of the following if Tenant commits a Default under
Section 1:

A. end this Lease, and Tenant shall then surrender the Premises
to Landlord;

B. enter and take possession of the Premises either with or
without process of law and remove Tenant, with or without
having ended the Lease; and

C. alter locks and other security devices at the Premises.

Tenant waives claims for damages by reason of Landlord's reentry,
repossession, or alteration of locks or other security devices following a
Default by Tenant and for damages by reason of any legal process following such
Default.

(ii) Landlord's exercise of any of its remedies or its receipt of
Tenant's keys shall not be considered an acceptance of surrender or a surrender
of the Premises by Tenant. A surrender must be agreed to in writing by Landlord.

(iii) If Landlord ends this Lease or ends Tenant's right to possess the
Premises because of a default, Landlord may hold Tenant liable for Base Rent,
Additional Rent, and other indebtedness accrued under this Lease to the date the
Lease ends. Tenant shall also be liable for the Base Rent, Additional Rent and
other indebtedness under this Lease that otherwise would have been payable by
Tenant during the remainder of the term had there been no default, reduced by
any sums Landlord receives by reletting the Premises during the Term. If
Landlord is able to relet the Premises during any part of the remainder of the
Term, at a rental in excess of that provided for under this Lease, Tenant shall
not be entitled to any such excess rental and Tenant waives any claim thereto.

(iv) Tenant shall also be liable for that part of the following sums
paid by Landlord and attributable to that part of the Term ended due to Tenant's
default:

A. reasonable brokers fees incurred by Landlord for reletting part or
all of the Premises prorated for the part of the reletting term ending
concurrently with the then current term of this Lease;

B. the cost of removing and storing Tenant's property;

C. the cost of minor repairs, alterations, and remodeling necessary to
put the Premises in a condition reasonably acceptable to a new Tenant; and

D. other necessary and reasonable expenses incurred by Landlord in
enforcing its remedies.

(v) Landlord may xxx and take any other action provided by law to
collect the amounts due hereunder at any time and from time to time without
waiving its rights to xxx for and collect further amounts due from Tenant
hereunder.

Section 3. Waiver. The waiver by either party of any breach of any
covenant or agreement herein contained by the other party shall not be deemed to
be waiver of such covenant or agreement or any subsequent breach of the same or
any other covenant or agreement herein contained. The subsequent acceptance of
rent hereunder by Landlord shall not be deemed to be a waiver of any breach by
Tenant of any covenant or agreement of this Lease, other than the failure of
Tenant to pay the particular rental so accepted, regardless of Landlord's
knowledge of such breach at the time of acceptance of such rent.

Section 4. Landlord's Default. Landlord shall not be in default of any
of its Lease obligations, until after a period of thirty (30) days or the
additional time, if any, that is reasonably necessary to promptly and diligently
cure the default after receiving notice from Tenant. The notice shall be in
writing and give in reasonable detail the nature and extent of the default and
identify the Lease provisions(s) containing the obligations(s).

Section 5. Survival. Any provision of this Lease which by its nature
would require the survival of the ending of this Lease, shall survive the ending
of this Lease.

ARTICLE XII

ASSIGNMENT AND SUBLETTING

Section 1. Consent Required. Tenant shall not transfer, mortgage,
encumber, assign, or sublease all or part of the Premises without Landlord's
advance written consent, which consent shall not be unreasonably withheld
provided, however, that Landlord shall not be deemed to have unreasonably
withheld its consent to any assignment or sublease if such assignment or
sublease is not approved by and consented to by any lender holding a first
mortgage or first deed of trust on the Property.

Section 2. Procedure. In requesting Landlord's consent to any sublease
or assignment, Tenant must provide Landlord in writing with:

(i) the name and address of the proposed subtenant or assignee;

(ii) the nature of the proposed subtenant's or assignee's business it
will operate in the Premises;

(iii) the terms of the proposed sublease or assignment; and

(iv) reasonable financial information so that Landlord can evaluate the
proposed subtenant or assignee under this paragraph.

Landlord shall, within sixty (60) days after receiving the information
required under this Article, give notice to Tenant to permit or deny the
proposed sublease or assignment as determined by Landlord in its sole
discretion.

Section 3. Conditions. Subleases and Assignments by Tenant which are
consented to by Landlord are also subject to:

(i) The terms of this Lease;

(ii) The term shall not extend beyond the Lease term, including
extensions;

(iii) Tenant shall remain liable for all Lease obligations;

(iv) Consent to one sublease or assignment does not waive the consent
requirement for future assignments or subleases; and

(v) Fifty (50%) percent of the Net Consideration (as hereinafter
defined) received by Tenant from an assignment or sublease that exceeds the
amount Tenant must pay Landlord, which amount is to be prorated where a part of
the Premises is subleased, shall also be paid to Landlord. "Net Consideration"
as used herein shall mean the gross consideration received by Tenant from an
assignment or sublease, including all rent and other payments, but excluding
reasonable leasing commissions paid by Tenant, payments attributable to the
amortization of the cost of Tenant improvements made to the Premises at Tenant's
cost for the assignee or sublessee, and other reasonable, out-of-pocket costs
paid by Tenant, such as attorneys' fees directly related to Tenant's obtaining
an assignee or sublessee. Tenant shall pay 50% of the Net Consideration to
Landlord at the end of each calendar year during which Tenant collects any Net
Consideration. Each payment shall be sent with a detailed statement showing

A. The total consideration paid by the subtenant or assignee, and

B. Any exclusions from the consideration permitted by this
paragraph.

Landlord shall have the right to audit Tenant's books and records to
verify the accuracy of the detailed statement.

ARTICLE XIV

SUBORDINATION

Tenant shall, upon request by Landlord, subject and subordinate all or
any of its rights under this Lease to any and all mortgages and deeds of trust
now existing or hereafter placed on any part of the Property; provided, however,
that Tenant will not be disturbed in the use or enjoyment of the Premises so
long as it is not in default hereunder. Tenant agrees that this Lease shall
remain in full force and effect notwithstanding any default or foreclosure under
any such mortgage or deed of trust and that it will attorn to the mortgagee,
trustee or beneficiary of such mortgage or deed of trust, and the successor or
assign of any of them, and to the purchaser or assignee under any foreclosure.
Tenant will, upon request by Landlord, execute and deliver to Landlord, or to
any other person designated by Landlord, any instrument or instruments,
including but not limited to such subordination, attornment and nondisturbance
agreements as may be required by any mortgagee or beneficiary in any deed of
trust on the Property required to give effect to the provisions of this
paragraph and shall execute and deliver to Landlord such amendments to this
Lease as may be required by any such mortgagee or beneficiary in a deed of trust
on the Property; provided, however, that such amendments do not materially
increase the obligations of Tenant hereunder or materially decrease the rights
of Tenant hereunder and are reasonably acceptable to Tenant and its counsel.
Without limiting the generality of the foregoing, in the event that NationsBank,
N.A. is the beneficiary of a deed of trust on the Property in connection with a
Construction Loan, Tenant agrees upon request by Landlord to, execute and
deliver to Landlord, or to any other person designated by Landlord, any
instrument or instruments, including but not limited to subordination,
attornment and nondisturbance agreements and tenant estoppel letters in such
form as NationsBank, N.A. shall require.

ARTICLE XV

GENERAL PROVISIONS

Section 1. Transfer of Landlord's Interest. The term "Landlord" as used
in this Lease means only the owner, or the mortgagee in possession, for the time
being, of the Building or Property, or the owner of any ground lease or lease of
the Building or Property, so that in the event of any sale of said Building or
Property, or of said lease, or in the event of a lease of said Building or
Property, Landlord shall be and hereby is entirely freed and relieved of all
covenants and obligations of Landlord hereunder, and it shall be deemed and
construed without further agreement between the parties or their successors in
interest or between the parties and the purchaser at any such sale or lease of
the Building or Property, that the purchaser, or the lessee of the Building or
Property, has assumed and agreed to carry out any and all covenants and
obligations of Landlord hereunder. Any security given by Tenant to Landlord to
secure performance of Tenant's obligations hereunder may be assigned and
transferred by Landlord to the successor in interest to Landlord; and, upon
acknowledgment by such successor of receipt of such security and its express
assumption of the

obligation to account to Tenant for such security in accordance with the terms
of this Lease, Landlord shall thereby be discharged of any further obligation
relating thereto. Landlord's assignment, sale or transfer of the Lease or of any
or all of its rights herein shall in no manner affect Tenant's obligations
hereunder. Tenant shall thereafter attorn and look to such assignee, as
Landlord, provided Tenant first has written notice of such assignment of
Landlord's interest.

Section 2. Landlord's Limited Liability. Notwithstanding anything to
the contrary contained in this Lease, it is specifically understood and agreed
that the liability of Landlord hereunder shall be limited to the equity of
Landlord in the Property in the event of a breach or the failure of Landlord to
perform any of the terms, covenants, conditions and agreements of this Lease to
be performed by Landlord. In furtherance of the foregoing, Tenant hereby agrees
that any judgment it may obtain against Landlord as a result of the breach of
this Lease as aforesaid shall be enforceable solely against Landlord's interest
in the Property.

Section 3. Landlord Not Partner. It is expressly understood and agreed
that Landlord is not a partner, joint venturer or associate of Tenant in the
conduct of Tenant's business, that the provisions of this Lease with respect to
the payment by Tenant of rent are not sharing of profits and that the
relationship between the parties hereby is and shall remain at all times that of
landlord and tenant. No provision of this Lease shall be construed to impose
upon the parties hereto any obligation or restriction not expressly set forth
herein.

Section 4. Recording. The recording of this Lease is prohibited except
as allowed in this section. However, the parties shall promptly execute and
record, a short form memorandum in accordance with applicable law describing the
Premises and stating the term of this Lease, its Commencement and Termination
Dates, and any other information the parties agree to include or as may be
required by applicable law in order to give record notice of the Lease.

Section 5. Additional Instruments. The parties agree to execute and
deliver any instruments in writing necessary to carry out any agreement, terms,
condition or assurance in this Lease whenever occasion shall arise and
reasonable request for such instrument shall be made provided, however, that
such instruments do not materially increase the obligations of any party
hereunder or materially decrease the rights of any party hereunder.

Section 6. Lease Not An Offer. Landlord has given this Lease to Tenant
for review. It is not an offer to lease. This Lease shall not be binding unless
signed by both parties.

Section 7. Pronouns. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular or plural, as the
identity of the person(s), firm(s), or corporation(s) may require.

Section 8. Counterparts. This Lease may be executed in counterparts,
all of which taken together, shall be deemed one original.

Section 9. Amendment and Modification. This Lease embodies the full
agreement of the parties and supersedes any and all prior understandings or
commitments concerning the subject matter of this Lease. Any modification or
amendment must be in writing and signed by both parties.

Section 10. Binding Effect. This Lease shall be binding upon and inure
to the benefit of the parties hereto, their assigns, administrators, successors,
estates, heirs and legatees respectively, except as herein provided to the
contrary.

Section 11. Controlling Law. This Lease and the rights of Landlord and
Tenant hereunder shall be construed and enforced in accordance with the law of
the State of North Carolina.

Section 12. Partial Invalidity. In the event that any part or provision
of this Lease shall be determined to be invalid or unenforceable, the remaining
parts and provisions of said Lease which can be separated from the invalid,
unenforceable provision shall continue in full force and effect.

Section 13. Captions. The section titles, numbers and captions
contained in this Lease are inserted only as a matter of convenience and for
reference, and in no way define, limit, extend, modify, or describe the scope or
intent of this Lease nor any provision herein.

Section 14. Time of Essence. Time is of the essence in the performance
of the provisions of this Lease.

Section 15. Warranties. Tenant warrants that it has had no dealing with
any broker or agent in connection with the negotiation or execution of this
Lease other than The Xxxxxx Group, and Tenant agrees to indemnify and hold
Landlord harmless from and against any claims by any broker, agent or other
person claiming a commission or other form of compensation by virtue of having
dealt with Tenant with regard to this leasing transaction.

Section 16. Authority of Parties. Each party warrants that it is
authorized to enter into this Lease, that the person signing on its behalf is
duly authorized to execute the Lease, and that no other signatures are
necessary. At the request of Landlord, Tenant shall provide Landlord with a
certified resolution of Tenant's board of directors approving the Lease. At the
request of Tenant, Landlord shall provide Tenant with a copy of a resolution by
Landlord's managers approving the Lease.

IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed the date and year first above written.

LANDLORD:

TWO MORROCROFT CENTRE, LLC,
a North Carolina limited liability company

By: /s/ XXXX X. XXXXXX
-----------------------------
Xxxx X. Xxxxxx, Manager

By: /s/ XXXXXX X. XXXXXX
-----------------------------
Xxxxxx X. Xxxxxx, Manager

By: /s/ XXXXX XXXXXXX
-----------------------------
Xxxxx Xxxxxxx, Manager

TENANT:

: ALYDAAR SOFTWARE CORPORATION,
a North Carolina corporation
ATTEST:

/s/ V. XXXXXX XXXXX By: /s/ XXXXXX X. XXXXXX
---------------------- -----------------------------
its Secretary its CEO

[CORPORATE SEAL]

EXHIBIT "A"

PROPERTY DESCRIPTION

(Description of Land)

THAT certain tract or parcel of land lying and being in Charlotte, Mecklenburg
County, North Carolina and being more particularly described as follows:

BEGINNING at a p.k. nail located in the southerly right-of-way margin of Colony
Road (110' Public Right-of-Way), said nail being the northeasterly corner of Lot
1 as shown in Map Book 24, at Page 126, and being the property of Ruddco, Inc.,
now or formerly, as described in Deed recorded in Book 6429, at Page 761 of the
Mecklenburg Public Registry; thence from said nail and along the southerly
right-of-way margin of Colony Road S 47-22-16 E 197.35 feet to a p.k. nail;
thence leaving the southerly right-of-way margin of Colony Road S 42-37-44 W
181.46 feet to a p.k, nail; thence S 47-22-16 E 237.57 feet to a new iron pin;
thence S 42-37-44 W 153.42 feet to a new iron pin; thence N 47-22-16 W 237.57
feet to a p.k. nail; thence N 42-37-44 E 11.21 feet to a p.k. nail; thence N
47-22-16 W 197.35 feet to a new iron pin located in the easterly property line
of Lot 1, Map Book 24, Page 126 of the Mecklenburg Public Registry; thence along
the easterly property line of Lot 1, N 42-37-44 E 323.67 feet to the Point and
Place of Beginning, and being a portion of Xxx 0, Xxxxxxxxxx - Xxxxx X, Xxx Xxxx
00, at Page 126 of the Mecklenburg Public Registry, containing 2.3031 acres,
more or less, as shown on an As Built Survey of Property of H-C Reit, Inc., by
Xxxxxxxx X. Xxxxx, N.C.R.L.S., dated August 14, 1997, revised September 3, 1997,
and last revised on June 10, 1998.

EXHIBIT "B"
Two/Three Morrocroft Centre Floor Plans

[DRAWINGS]

EXHIBIT "C"
Summary of Plans and Specifications for Building

Plans and Specifications prepared by TBA2 Architects bearing a reissue
date of January 17, 1998 and consisting of Sheets CS1 through E12.

EXHIBIT "D"
OPERATING COST ITEMS

Said "Operating Costs" shall include, but not necessarily be limited
to, the following items:

A. Cleaning

1. Wages, salaries and benefits of on-site employees (includes
social security, unemployment compensation, fringe benefits,
etc.).

2. Supplies/Materials (including ordinary repairs and replacement
of equipment).

3. Outside Service (includes window cleaning, contract cleaning,
drapery or venetian blind cleaning, etc.).

B. Heating, Ventilating, and Air Conditioning

1. Wages, salaries and benefits of any on-site employees employed
to perform general maintenance and repairs (includes social
security, unemployment compensation, fringe benefits, etc.).

2. Supplies/Materials.

3. Outside Services.

4. Repairs (includes ordinary repairs and minor replacements
required to keep the equipment in good operating condition).

C. Elevators

1. Wages, salaries and benefits of any on-site employees employed
to perform general maintenance and repairs (includes social
security, unemployment compensation, fringe benefits, etc.).

2. Supplies/Materials.

3. Outside Service.

4. Repairs (includes ordinary repairs and minor replacements
required to keep the equipment in good operating condition).

D. General Expenses - Building

1. Wages, salaries and benefits of: on-site employees to the
extent not included elsewhere (e.g. security guards), the
Building manager of the Building, whether on or off-site
(which Building manager may also manage other buildings, in
which event a pro rata portion of the wages, salaries and
benefits payable to such Building manager shall be treated as
an Operating Cost).

2. Supplies/Materials (includes toilet supplies, keys, signs, and
other miscellaneous supplies not included elsewhere).

3. Contract Services (includes rubbish handling, exterminating,
directory services, fire extinguisher services, etc.).

4. Plumbing Repairs.

5. Sewer Charges.

6. Water Charges.

7. Landscape Expenses.

8. General Repairs (those repairs necessary to keep the Building
and walkways, etc., in good condition).

9. Security (to the extent not covered elsewhere).

11. Garbage Pickup (to the extent not covered elsewhere).

E. Administrative Expenses

1. Salaries and benefits of non-supervisory and non-executive
employees directly involved in the operation and management of
the Building (which employees may also be involved in the
management and operation of other buildings, in which event a
pro rata portion of the wages, salaries and benefits payable
to such employees shall be treated as an Operating Cost)

2. Building Office Expenses (including telephone, stationery,
supplies, stamps, equipment repairs, dues, subscriptions,
etc.)

3. Legal (except litigation, bad debts, or leasing expenses)

4. Professional Fees (including accounting and engineering
connected with Building operations; but not including leasing
costs or commissions).

5. Management Fees.

F. [Intentionally Deleted]

G. Insurance

1. Fire and extended coverage premium.

2. Earthquake and extended coverage premium.

3. Liability and extended coverage premium.

4. Other broad form coverages.

H. Taxes

1. Real estate taxes and assessments.

2. Personal property taxes (for the Building's personal property,
including license expenses).

I. Extraordinary Repairs - Large nonrecurring major repairs spread over
the normal life of the component.

J. Capital Improvements- The cost (including both capital expenditures and
capital leases) of any capital improvements to the Building or the
Common Areas which are classified as capital expenditures under
generally accepted accounting principles consistently applied) which:
(i) are made for the purpose of reducing, and which actually reduce,
operating expenses but such expense shall not exceed the operating
expenses actually saved in each year of the Term, or (ii) are mandated
by any governmental authority under any law or regulation that was not
applicable to the Building as of the date of substantial

completion of the Building, or (iii) are mandated by any governmental
authority under any law or regulation that was applicable to the
Building as of the date of substantial completion of the Building and
Tenant consents to inclusion thereof among Operating Costs. Any
Operating Expense permitted under this paragraph J of this Exhibit D
shall be amortized over the useful life of the capital improvements as
determined in accordance with generally accepted accounting principles
consistently applied, together with interest on the unamortized balance
at the actual rate incurred by Landlord.

EXHIBIT D-1

Additional Exclusions from Operating Costs

The following additional items shall be excluded from Operating Costs for
purposes of Article IV of the Lease:

(1) any federal, state or local income tax, and franchise, estate or
inheritance tax or any real estate transfer taxes imposed by reason of the sale
of the Project or any portion thereof or any interest therein;

(2) any penalties or interest for Landlord's failure to comply with the
obligation for the payment of any taxes;

(3) expenses incurred in leasing space or procuring new tenants (e.g.,
lease commissions, advertising expenses, marketing studies, advertising and
promotional funds and expenses of preparing, upfitting or renovating space for
new tenants);

(4) legal or accounting expenses in negotiating or enforcing the terns
of any other space lease related to the Building or to any ground lease related
to all or any portion of the Building;

(5) Landlord's state or federal income or gross receipts taxes or gift,
succession, franchise, inheritance or estate taxes;

(6) wages, salaries and benefits of executive level or supervisory
employees above the level of Building manager of the Building (which Building
manager may also manage other buildings, in which event a pro rata portion of
the wages, salaries and benefits payable to such Building manager shall be
treated as an Operating Expense);

(7) costs incurred by Landlord for repairs or other work caused by fire
or other casualty for which Landlord is required to maintain insurance pursuant
to this Lease and which would be covered by a policy of the type and in the
amount Landlord is required to carry under this Lease, but only to the extent
that such cost is incurred by Landlord as a result of a failure by Landlord to
maintain insurance of the type known as "fire and extended coverage," in the
amount of at least ninety percent (90%) of the replacement value of the Building
as required to be carried by Landlord under Article VII of this Lease. Costs
incurred by Landlord for repairs or other work caused by fire or other casualty
resulting from deductibles under the insurance carried by Landlord or resulting
from the damage exceeding the policy limits of the policies required to be
carried by Landlord under this Lease or resulting from such loss or damage not
being covered by a policy of "fire and extended coverage" of the type required
to be carried by Landlord under the Lease shall not be excluded from Operating
Costs.

(8) any rental or other payments due under any ground or underlying
lease or leases;

(9) any syndication, financing or refinancing costs and expenses
(including interest on debt or amortization payments on debt) incurred in
connection with any mortgage or deed of trust or any other debt instrument
encumbering all or any portion of the Building or the Project;

(10) depreciation and amortization, except as otherwise expressly
provided in Paragraph J of Exhibit D;

(11) costs of initially constructing the Shell Building Construction
Work ant the Common Areas of the Project;

(12) costs of correcting any defects in (a) the Shell Building
Construction Work, (b) any Tenant Upfit Work performed by Landlord or Landlord's
contractor, (c) Common Areas and (d) other improvements installed by Landlord or
Landlord's contractor;

(13) any bad debts loss, rent loss or reserves for bad debts or rent
loss;

(14) except for the payment of the management fee described in the
definition of Operating Costs, any management fees payable to persons or
entities which constitute or are affiliated with Landlord;

(15) attorneys' fees and other costs and expenses incurred in
connection with the fees awarded to any tenant pursuant to any lease,

(16) costs of repair, abatement, removal or clean-up of any Hazardous
Substances; and

(17) any costs or expenses that are incurred directly or indirectly
with respect to Landlord's indemnity obligations under this Lease.

EXHIBIT "E"
CLEANING SPECIFICATIONS

I. LOBBY ENTRANCE WAY AND OTHER "PUBLIC AREAS" OF BUILDING

A. Daily

1. The first floor lobby floors will be swept, mopped
and buffed to insure a high luster appearance. Damp
mop marble.

2. Vacuum weather mats and damp wipe vinyl edges to
remove all dust.

3. Vacuum all carpeted areas. Remove stains with carpet
stain remover as per manufacturer specifications and
remove any gum, staples, paper clips, tar, etc. which
has adhered to the surface.

4. Clean all baseboard ledges, moldings, directory,
depositories and window frames.

5. Clean all cigarette urns and trash receptacles.
Replace sand as required and/or wash metal urns to
remove stains and dust.

6. Clean all water fountains with a germicidal cleanser
and polish.

7. Spot clean all doors, door frames, wall and light
switches to remove fingerprints, spills and other
markings.

8. Wash glass on entrance doors and side lights to
tenant suites and building directories.

9. Sweep and dry mop all hard surface flooring. Remove
matter such as gum and tar which has adhered to the
floor.

10. Clean and polish lobby directory.

11. Clean and polish all lobby chrome or anodized metal
finishes.

12. Clean and polish all entry thresholds.

13. Wash all entry level glass.

14. Dust all mullions and xxxxx.

15. Dust all planters, newspaper dispensers, drop boxes
and benches.

16. Clean all elevator entrance door thresholds. This
includes entrances to tenant areas which have
thresholds.

17. Empty all waste receptacles and replace plastic
liners where required. Plastic liners to fit waste
receptacles in such a manner as to not overhang the
top. Plastic liners to be replaced on an as needed
basis, but no less than one time per week.

18. Sweep and wet mop all basement corridors and the
stairwells between lobby and basement.

B. Weekly

1. Dust with treated cloth all doors and ventilating
louvers.

2. Wet mop and buff all hard surface flooring.

3. Sweep all stairwells and dust all hand railings.

4. Sweep, scrub and wet mop all entries at building
entrances.

5. Wash glass in building directories, entrance doors
and frames, both sides. This includes all glass areas
that are adjacent to the main entrance and are a part
of the visual effect of the main entrance at the
street level.

6. Shampoo lobby entry weather mats, as applicable.

7. Vacuum and spot clean carpeted lobby floors.

8. Polish all elevator entrance door thresholds.

9. Clean thresholds to all building entrance doors.

C. Monthly

1. Vacuum all ceiling air supply and exhaust diffusers
and grills.

2. Wash vinyl and metal kick plates on doors.

3. Scrub and resurface all hard surface flooring using
buffable non-slip type floor finish.

4. Wet mop all stairwell landings, handrails and treads.

5. Wash all doors and door frames.

6. Wash down all planters in lobby.

7. Clean all base boards with detergent and water.

D. Quarterly

1. High dust all horizontal and vertical surfaces not
reached in night cleaning, such as pipes, light
fixtures, door frames, etc.

2. Damp wash diffusers, vent grills and other such
surfaces including surrounding wall and ceiling
areas that are soiled.

E. Semi-Annually

1. Strip and refinish all resilient floor areas using a
buffable non-slip floor finish.

F. Annually.

1. Clean all vertical surfaces not attended to in
nightly, weekly, quarterly or semi-annual cleaning
specifications.

II. RESTROOMS.

A. Daily

1. Clean with non abrasive detergent/disinfectant and
polish all sinks, counters, toilets and urinals,
beginning with seats (both sides) and working down.
Use acid bowl cleaner in the interior of toilets,
making sure to clean the inner lip of closet and
urinals. Pour one ounce of bowl cleaner into urinal
after cleaning and do not flush.

2. Damp wipe all ledges, toilet stalls and doors.

3. Spot clean light switches, doors, partitions and
walls to remove fingerprints, spills and other
markings. All graffiti will be removed from all
walls, partitions and exposed surfaces.

4. Sweep and mop with a germicide all floor areas. Rinse
with clear water.

5. Clean and polish all mirrors, soap dispensers,
flushometers, shelves, chrome fixtures, piping,
toilet hinges and disposal container exteriors using
a detergent/disinfectant and water.

6. Furnish and refill all toilet tissue, paper towel and
sanitary napkin dispensers. Refill soap dispensers
and check operation.

7. Empty and clean paper towel and sanitary napkin
disposal receptacles. Replace plastic liners.

8. Remove and clean urinal screens to remove foreign
matter.

9. Agent's philosophy is: Do Not Use Deodorants To Mask
Odors. If it is clean and disinfected, it should not
create an odor.

B Weekly

1. Clean and disinfect floor drains. Pour I quart of
water down the floor drain to prevent gases from
escaping. Polish chrome.

2. Scrub floor area with germicidal solution.

C. Monthly

1. Wash diffusers, (both supply and return) grills,
toilet stalls, doors and tile walls with
disinfectant/detergent.

III. TENANT SPACE

A. Daily

1. Empty all waste baskets. Remove trash from waste
baskets and replace plastic lining. Plastic liners to
fit waste receptacles in such a manner as to not
overhang the top by more than two (2) inches. Replace
old plastic liners no less than one time per week.

2. Dust mop all hardwood floor areas.

3. Sweep, dry mop or vacuum all floor areas with hard
surface flooring or carpet, remove matter such as
gum, staples, paper clips, tar, etc. which adhered to
the floor.

4. Damp wipe all telephones, including dials and
crevices, using disinfectant/cleaner.

5. Wash all water fountains, chalkboards, cafeteria
tables, coffee bars, and ashtrays. Sanitize and
polish water drinking fountains.

6. Dust all grill work within reach.

7. Spot clean doors, door frames, walls and switch
plates to remove fingerprints, spills and other
markings.

8. Spot clean all interior partitions, walls, glass,
windows and glass entrance doors.

9. Spot clean all metal trim work, removing
fingerprints, smudges, water and other marks.

10. Push tenant employees' chairs up into desks.

11. Dust office furniture (desk, credenzas, shelves,
files, partitions, tables, counters).

B. Weekly

1. Damp wipe all wastebaskets.

2. Wet mop and buff and hard surface flooring. Wipe all
baseboards and furniture legs clean after mopping.

3. Spot clean all carpet stains.

4. Dust all horizontal surfaces with treated dust cloth
or dust wand including picture frames, blinds and
louvers, window ledges, including low dusting.

5. Brush all fabric covered chairs with a lint brush and
all smooth covered chairs with a damp cloth.

6. Dust all baseboards.

7. Dust with a treated cloth under all desk equipment
and telephones, replace equipment in original
position.

8. Edge vacuum.

C. Monthly

1. Scrub, strip and wax all hard surface flooring using
a buffable non-slip type floor finish. Wipe all
baseboards and furniture legs clean after refinishing
floor.

2. Vacuum all ceiling air supply and exhaust diffusers
or grills.

3. Wash all interior glass, both sides.

4. Spray buff all Perma Grain flooring with manufacturer
recommended sealer.

5. Wash all vinyl and metal kick plates on doors.

6. Perform high level dusting.

D. Quarterly

1. High dust all horizontal and vertical surfaces not
reached in the nightly cleaning, such as pipes, light
fixtures, door jams and other wall hangings.

2. Vacuum or dust all books in place.

3. Damp wash diffusers, vents, grills and other such
items, including surrounding wall or ceiling areas
that are soiled.

E. Annually

1. Dust all storage area, including shelves and
contents, such as supply and stock closets and damp
mop floor areas.

2. Clean all vertical surfaces not attended by nightly
weekly, quarterly or semi-annual schedules.

IV. ELEVATORS

A. Daily

1. Sweep and mop-with detergent all elevator cabs.

2. Clean and polish all metal trim work and elevator
doors to remove fingerprints, smudges, water and
other marks. Care will be taken to prevent scratching
or damaging of metal finishes.

3. Elevator cab thresholds and elevator thresholds on
each floor landing will be thoroughly scrubbed and
polished with an appropriate metal polish.

4. Elevator hall call button plates will be polished and
wall surfaces around hall call plates cleaned.

B. Weekly

1. Shampoo all elevator cab carpeted flooring; scrub,
strip, and wax a hard surface flooring using a
buffable non-slip type floor finish.

2. Polish elevator cab walls.

V. SERVICE AREAS

A. Daily

1. Sweep garage stairwells and wipe handrails with damp,
cloth.

2. Sweep and wet mop loading dock elevator lobby.

3. Clean engineer's office in accordance with tenant
space and cleaning specifications.

EXHIBIT "F"

PARKING RULES AND REGULATIONS

Parking: The following rules. regulations and rights apply to the use
of all portions of the complex designated from time to time by Landlord as
Parking Areas in accordance with the Lease:

(a) Only Tenant and employees of Tenant may park their motor
vehicles in those portions of the Parking Areas designated by
Landlord from time to time as unreserved tenant parking areas
(the "Unreserved Parking Areas").

(b) Guests, invitees and visitors of Tenant may park their motor
vehicles only in those portions of the Parking Areas
designated by Landlord from time to time as visitor parking
areas (the "Visitor Parking Areas").

(c) Only Tenant and those employees, guests, invitees and visitors
of Tenant who are physically handicapped may park their motor
vehicles in those portions of the Parking Areas designated by
Landlord from time to time as handicapped parking areas (the
"Handicapped Parking Areas").

(d) Parking in the Unreserved Parking Areas, the Visitor Parking
Areas and the Handicapped Parking Areas shall be on a
nonexclusive, "as-available" basis.

(e) No representation or warranty is made by Landlord as to the
number or location of parking spaces comprising the Parking
Areas, or any portion thereof.

(f) Motor vehicles shall only be parked in striped parking spaces
located within the Parking Areas and no motor vehicles shall
be parked in any other location within the complex.

(g) Not more than one motor vehicle may be parked on each parking
space and no motor vehicle may be parked on more than one
parking space within the Parking Areas.

(h) Parking Areas shall not be used for any purpose other than the
parking of permitted motor vehicles thereon. No commercial
activity shall be conducted from the Parking Areas.

(i) No repairs (other than emergency repairs) or washing of motor
vehicles shall be permitted in the Parking Areas.

(j) Tenant, its employees, agents, guests, visitors and invitees
assume full responsibility and Landlord shall have no
liability for (a) loss, damage, injury or death caused to the
person or property of third parties by reason

of their use of the Parking Areas; and (b) protecting the
motor vehicles of such third parties against theft, vandalism
and damage and for protecting their person against injury and
assault by reason of their use of the Parking Areas.

(k) A violation of these Rules shall entitle Landlord to revoke
the parking privileges of the offending party, in addition to
other rights and remedies available to Landlord.

EXHIBIT "G"

BUILDING RULES AND REGULATIONS

The following rules and regulations have been adopted by Landlord for
the care, protection and benefit of the Building and for the general comfort and
welfare of the tenants.

1. The sidewalks, entrances, halls, passages, elevators and stairways
shall not be obstructed by Tenant or used by Tenant or its employees for any
other purpose than for ingress and egress.

2. Toilet rooms and other water apparatus shall not be used for any
purpose other than those for which they were constructed.

3. Tenant shall not do anything in the Premises, or bring or keep
anything therein, which shall in any way conflict with any law, ordinance, rule
or regulation affecting the occupancy and use of the Premises, which are or may
hereafter be enacted or promulgated by any public authority or by the Board of
Fire Underwriters.

4. In order to insure proper use and care of the Premises, neither
Tenant nor any employee of Tenant shall:

(a) Keep animals or birds on the Premises.

(b) Use Premises as sleeping apartments.

(d) Make improper noises or disturbances of any kind, sing, play
or operate any musical instrument, radio or television set
without first securing consent of Landlord.

(e) Engage in or permit games of chance or any form of gambling or
immoral conduct in or about the Premises.

(f) Xxxx or defile elevators, toilet rooms, walls, windows, doors
or any part of the Building.

(g) Allow any furniture, packages or articles of any kind to
remain in corridors except for short periods incidental to
moving same in or out of Building or to clean or rearrange
occupancy of leased space.

(h) Deposit waste paper, dirt or other substances in corridors,
stairways, elevators, toilets or rest rooms, or in any other
part of the Building not leased to it.

(i) Fasten any article, drill holes, drive nails or screws into
walls, floors, doors or partitions, or otherwise mar or deface
any of them by paint, paper or otherwise,

unless written consent is first obtained from Landlord, except
for customary interior decorations.

(j) Operate any machinery within the Building, except customary
motor driven office equipment, such as recorders and
transcribers, calculators, electric typewriters, and the like.
Special electrical or other motor driven equipment used in the
trade or profession of Tenant may be operated only with the
proper consent of Landlord.

(k) Tamper or interfere in any way with windows, doors, locks, air
conditioning controls, heating, lighting, electric plumbing
fixtures.

(l) Leave Premises unoccupied without locking all doors,
extinguishing lights and turning off all water outlets.

(m) Install or operate vending machines of any kind in the
Premises without written consent of Landlord.

5. Tenant shall have cleaned, at its expense, not less than
semiannually, the carpet that has been provided by Landlord for Tenant's use,
utilizing the cleaning company with which Landlord has contracted to do this
work.

6. Landlord shall have the right to prohibit any advertising by Tenant
which, in its opinion, tends to damage the reputation of the Building or its
desirability as a building for offices, and upon written notice from Landlord,
Tenant shall discontinue any such advertising.

7. Landlord reserves the right to designate the time when and method
whereby freight, furniture, safes, goods, merchandise and other articles may be
brought into, moved or taken from the Building and the Premises ]eased by
Tenant; and workmen employed, designated or approved by Landlord must be
employed by Tenants for repairs, painting, material moving and other similar
work that may be done on the Premises. Tenants moving in or out of the Premises
must do so between the hours of 5:30 p.m. and 7:30 a.m., Monday through Friday,
or anytime Saturday or Sunday.

8. Landlord shall furnish a reasonable number of door keys and/or
Building entrance access cards for the needs of Tenant, which shall be
surrendered on termination of the lease, and reserves the right to require a
deposit to insure their return at termination of lease. Tenant shall obtain keys
and/or cards only from Landlord, shall not obtain duplicate keys and/or cards
from any outside source, and shall not alter the locks or effect any
substitution.

9. Tenant shall not install in the Premises any metal safes or permit
any concentration of excessive weight in any portion thereof without first
having obtained the written permission of Landlord. Landlord acknowledges and
consents to the installation of a vault as set forth in the Work Letter.

10. Landlord reserves the right at all times to exclude loiterers,
vendors, solicitors and peddlers from the Building, and to require registration,
satisfactory identification

and credentials from all persons seeking access to any part of the Building
outside of ordinary business hours. Landlord will exercise reasonable judgment
in the execution of such control but shall not be held liable for the granting
or refusal of such access.

11. Landlord reserves the right to exclude the general public from the
Building upon such days and at such hours as in Landlord's judgment will be for
the best interests of the Building and its tenants.

12. The attaching of wires to the outside of the Building is absolutely
prohibited, and no wires shall be run or installed in any part of the Building
without Landlord's permission and at Landlord's direction.

13. Requests for services of janitors or other Building employees must
be made at the office of the Building Manager.

14. Landlord shall have the right to make such other and further
reasonable rules and regulations as, in the judgment of Landlord, may from time
to time be necessary for the safety, care and cleanliness of the Premises and
for the preservation of good order therein, effective five (5) days after all
Tenants have been given written notice thereof.

15. Whenever used herein, the singular shall include the plural and the
masculine the feminine and/or neuter as the context may indicate.

16. Tenant agrees to cooperate with Landlord and other tenants of the
Building in preventing its employees from parking in spaces reserved for
visitors to the Building. Landlord does not, however, agree to be responsible
for policing the visitor parking areas.

RIDER 1

COMMENCEMENT AGREEMENT

THIS COMMENCEMENT AGREEMENT ("Commencement Agreement") is made and
entered into this _____ day of ______________, 199__ by and between TWO
MORROCROFT CENTRE, LLC, a North Carolina limited liability company ("Landlord")
and ALY DAAR SOFTWARE CORPORATION, a North Carolina corporation ("Tenant").

STATEMENT OF PURPOSE

Landlord and Tenant have entered into a Lease Agreement dated as of
__________ 1998 and wish to confirm and memorialize certain provisions as set
forth in the Lease including the Commencement Date, the Termination Date, the
Initial Monthly Base Rent and the rentable square footage of the Premises.

NOW, THEREFORE, in consideration of the presents and the mutual
covenants herein contained and contained in the Lease, Landlord and Tenant agree
as follows:

1. Unless otherwise defined herein, all capitalized terms shall
have the same meaning ascribed to them in the Lease.

2. The Commencement Date of the Lease is ___________________.

3. The Termination Date of the Lease is ___________________.

4. The Gross Rentable Area of the Premises is 100,000 square
feet.

5. The Initial Monthly Base Rent based on an Annual Base Rent of
$20.00 per square foot of Gross Rentable Area is One Hundred
Sixty-Six Thousand Six Hundred Sixty Six and 67/100 Dollars
($166,666.67).

6. Tenant hereby confirms the following:

(a) That it has accepted possession of the Premises
pursuant to the terms of the Lease;

(b) That the Shell Building Construction Work and the
Tenant Upfit Work is substantially complete;

(d) Except as expressly modified hereby, all terms and
provisions of the Lease are hereby ratified,
republished and revived and shall remain in full
force and effect and binding on the parties hereto;
and

(e) The Lease and this Commencement Agreement contain all
of the terms, covenants, conditions and agreements
between Landlord and Tenant relating to the subject
matter herein. No prior agreements or understandings
pertaining to such matters are valid or of any force
and effect.

IN WITNESS WHEREOF, Landlord and Tenant have caused this Commencement
Agreement to be executed and sealed by their duly authorized officers as of the
date and year first above written.

LANDLORD:

TWO MORROCROFT CENTRE, LLC,
a North Carolina limited liability company

By: ________________________________________
Manager

TENANT:

ALYDAAR SOFTWARE CORPORATION,
a North Carolina corporation
ATTEST:

____________________________ By: ________________________________________
____________Secretary _______ President

[CORPORATE SEAL]

RIDER 2
Form of Indemnity Letter by The Xxxxxx Group

Alydaar Software Corporation
0000 Xxxxxxx Xxxx
Xxxxx 000 Xxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxx

Gentlemen:

This letter (the "Indemnity Agreement") constitutes an agreement by The
Xxxxxx Group of the Carolinas, Inc. ("The Xxxxxx Group") to indemnify Alydaar
Software Corporation, a North Carolina corporation ("Tenant"), its successors
and assigns, with respect to certain matters on the terms and conditions set
forth herein. This Indemnity Agreement is entered into pursuant to the terms of
that certain Lease (the "Lease") of even date by and between Two Morrocroft
Center, LLC, a North Carolina limited liability company ("Landlord") as Landlord
and Tenant as tenant. All capitalized terms used herein and not defined herein
shall have the respective meanings ascribed to such terms in the Lease.

The Xxxxxx Group acknowledges that Tenant has required the execution
and delivery of this Indemnity Agreement by The Xxxxxx Group as a condition to
entering the Lease and that The Xxxxxx Group is executing this Indemnity
Agreement as an inducement to Tenant to execute and deliver the Lease. The
Xxxxxx Group further acknowledges that the Lease will inure to the economic
benefit of The Xxxxxx Group and that The Xxxxxx Group will receive a leasing
commission in connection with the execution of the Lease and other
consideration, the receipt and sufficiency of which is hereby acknowledged.

The Xxxxxx Group hereby covenants and agrees that, (A) in the event
that the Commencement Date is delayed beyond July 1, 1999 and (B) in the further
event that (i) the Esplanade Rent actually paid by Tenant during the Delay
Period for the Sublet Premises under the Sublease Extension or the Direct Lease,
as applicable, exceeds (ii) the amount of base rent which would have been paid
for the Sublet Premises during the Delay Period if such base rent was based on
an annual rental rate of $20.00 per rentable square foot, then The Xxxxxx Group
will, indemnify Tenant in an amount equal to any such excess. The Xxxxxx Group
shall pay such amount with respect to any period within 10 days of receipt of
any invoice from Tenant.

If the Esplanade Rent actually paid by Tenant during the Delay Period
for the Sublet Premises under the Sublease Extension or the Direct Lease, as
applicable, does not exceed the amount of base rent which would have been paid
for the Sublet Premises during the Delay Period if such base rent was based on
an annual rental rate of $20.00 per rentable square foot, then The Xxxxxx Group
will not be required to indemnify Tenant hereunder.

The term "Esplanade Rent" as used herein shall mean any base rent
(including any holdover rent) actually paid by Tenant under (i) any extension of
its existing sublease with Xxxxxx Xxxxxxxxxxx (the "Sublease Extension") for
approximately 32,114 rentable square feet of

space in the Esplanade Building, at 0000 Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx
(the "Sublet Premises") provided that The Xxxxxx Group has approved any such
extension of the existing sublease or (ii) any direct lease with BCI Property
Company No. 43 as the owner of the Esplanade Building which replaces and
supercedes the existing sublease with Xxxxxx Xxxxxxxxxxx (the "Direct Lease")
provided that The Xxxxxx Group has approved any such Direct Lease. The term
"Esplanade Rent" shall not include any operating cost pass-throughs or other
"additional" rent under such sublease or any payments for utilities, taxes or
insurance. The term "Delay Period" as used herein shall mean the period
beginning on July 1, 1999 and ending on the Commencement Date.

EXAMPLE. By way of example only, if the Commencement Date is delayed
beyond July 1, 1999, the Tenant is paying Esplanade Rent during the Delay Period
under the Sublease Extension or Direct Lease, as applicable, at an annual rate
of $21.000 per rentable square foot and the Delay Period lasts for ten days
until the Commencement Date occurs, then The Xxxxxx Group would indemnify Tenant
for the amount by which the actual Esplanade Rent paid by Tenant during the 10
days of the Delay Period exceeded the amount of base rent which would have been
paid by Tenant during the Delay Period if the base rent for the Sublet Premises
had been at an annual rate of $20.00 per rentable square foot. In the foregoing
example, if the Sublet Premises consists of 32,114 rentable square feet and
Tenant was paying Esplanade Rent during the Delay Period at an annual rate of
$21.00 per rentable square foot, then the amount of Esplanade Rent actually paid
by Tenant during the 10 day Delay Period would be $18,476.50 (i.e. (i.e. $21.00
x 32,114= annual base rent of $674,394 at $21.00 per square foot. The Esplanade
Rent actually paid for the Sublet Premises during the 10 day Delay Period at an
annual rate of $21.00 per rentable square foot would therefore be calculated by
dividing the $674,3 94 annual base rent by 365 for a daily base rent of $1847.65
and then multiplying that daily base rent amount by 10 to reach a total of
$18,476.50 as the amount of Esplanade Rent actually paid by Tenant during the 10
day Delay Period). If the Sublet Premises consists of 32,114 rentable square
feet, then, the amount of base rent which would have been paid by Tenant during
the 10 day Delay Period if the base rent for the Sublet Premises had been at an
annual rate of $20.00 per rentable square foot would be $17,596.70 (i.e. $20.00
x 32,114= annual base rent of $642,280 at $20.00 per square foot. The base rent,
that would have been payable for the Sublet Premises during the 10 day Delay
Period at an annual rate of $20.00 per rentable square foot would therefore be
calculated by dividing the $642,280 annual base rent by 365 for a daily base
rent of $1759.67 and then multiplying that daily base rent amount by 10 to reach
a total of $17,596.70 as the amount of base rent that would have been paid by
Tenant during the 10 day Delay Period if the base rent was an annual rate of
$20.00 per rentable square foot). Again, using the foregoing numbers for
illustrative purposes only, since in the foregoing example the actual Esplanade
Rent of $18,476. 50 paid by Tenant during the Delay Period exceeds the base rent
of $17,596.70 that would have been paid by Tenant during the 10 day Delay Period
if the base rent was an annual rate of $20.00 per rentable square foot, then The
Xxxxxx Group would indemnify Tenant for the amount of $879.80 (i.e. $18,476.50 -
$17,596.70 = $879,80) by which the Esplanade Rent actually paid by Tenant during
the Delay Period in the foregoing example exceeded the amount which would have
been paid if the base rent had been at an annual rate of $20.00 per square foot.

Notwithstanding the foregoing, in the event that the Lease is
terminated by either party thereto in accordance with its terms prior to July 1,
1999, other than due to a default by

Landlord under the Lease, then this Indemnity Agreement shall be null and void
ab initio and neither party shall have any rights or obligations hereunder. In
the event that the Lease is terminated by either party thereto in accordance
with its terms after July 1, 1999, and prior to the Commencement Date other than
due to a default by Landlord under the Lease, then this Indemnity Agreement
shall terminate as of the date of the termination of the Lease and The Xxxxxx
Group's obligation to indemnify Tenant shall apply only to the portion of the
Delay Period, if any, occurring prior to the termination of the Lease.

This Indemnity Agreement shall be governed by the laws of the State of
North Carolina and shall be binding upon and inure to the benefit of The Xxxxxx
Group and Tenant, their respective successors and assigns.

The Xxxxxx Group of Carolinas, Inc.

By:___________________________________
Name:_________________________________
Title:___________ President

Attest:

___________________________
__________________Secretary

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Table of Contents

ARTICLE I

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