OFFICE LEASE

                                  OFFICE LEASE


     This   Office   Lease ("Lease") made on February 15, 2006, by and between VSI
REAL   ESTATE   HOLDING,   INC.,   a Florida corporation (hereinafter referred to as
"Landlord"),   and   VIASYS   SERVICES,   INC.,   a   Florida corporation (hereinafter
referred   to   as   "Tenant").

                                  WITNESSETH:

                                    ARTICLE 1

                            DEMISED PREMISES AND TERM

     Landlord   does   hereby   demise   and lease to Tenant, and Tenant accepts all
lease space ("Premises") in the building known as ______________________________
("Building"),   located   at   7750   Professional   Place,   in   Tampa,   Florida
("Property"),   upon   real   property   more   particularly   described in SCHEDULE A
annexed hereto and hereby made a part hereof (the "Land"), for a term commencing
on   the 15th day of February, 2006, and ending on the 14th day of February, 2007
("Term"), unless sooner terminated as provided herein, subject to the agreements
herein   contained.

                                    ARTICLE 2

                                    BASE RENT

     Tenant   shall   pay   to Landlord at the office of Landlord, or at such other
place   as   Landlord   may   designate, the annual "Base Rent" of One Hundred Fifty
Thousand   and   NO/100   Dollars   ($150,000.00)   in   equal monthly installments of
Twelve   Thousand Five Hundred and NO/100 Dollars ($12,500.00) each in advance on
the   first   day   of   each   and every calendar month during the Term. If the Term
commences   on   a   day other than the first day of a calendar month, or ends on a
day   other   than   the   last day of a calendar month, then the Base Rent for such
fractional   month   shall   be prorated on the basis of 1/365th of the annual Base
Rent   for   each day of such fractional month. Base Rent shall be payable without
any   prior   demand   therefor   and   without any deductions or setoffs whatsoever.

                                    ARTICLE 3

                                RENT ADJUSTMENTS

     Landlord and Tenant agree that the following rent adjustments shall be made
with   respect   to   each calendar year of the Term, or portion thereof, including
the   calendar   year in which the Lease terminates, beginning with the Base Year,
which   Base   Year   shall   be   the   calendar   year   2006.

     A.      Tenant   shall   pay   to   Landlord   an   amount   equal to the amount of
Ownership   Taxes   due   and   payable   or   paid   in any calendar year by Landlord,
beginning   with   the   Base   Year.   Tenant's   -


                                        1
<PAGE>
Proportionate   Share   of   such   Ownership   Taxes   is   agreed   to   be   100%.

     "Ownership   Taxes"   shall   mean   all   taxes   of every kind and nature which
Landlord   shall   pay   in respect of a calendar year, because of or in connection
with   the   ownership,   leasing,   and operation of the Building and the Property,
subject   to   the   following:

          (1)      The   amount   of   ad   valorem   real and personal property taxes
against   Landlord's real and personal property to be included in Ownership Taxes
shall   be the amount shown by the latest available tax bills required to be paid
in   the   calendar year in respect of which Ownership Taxes are being determined.
The amount of any tax refunds shall be deducted from Ownership Taxes in the year
they   are   received   by   Landlord;

          (2)      The   amount   of   special   taxes   or   special assessments to be
included   shall be limited to the amount of the installments (plus any interest,
other   than   penalty   interest,   payable thereon) of such special tax or special
assessment   required   to   be   paid   during the calendar year in respect of which
Ownership   Taxes   are   being   determined;

          (3)      The   amount   of   any   tax   or   excise   levied   by the State of
Florida, the City of Tampa, or any political subdivision of either, or any other
taxing body, on rents or other income from the Property to be included shall not
be   greater than the amount which would have been payable on account of such tax
or   excise   by   Landlord   during the calendar year in respect of which Ownership
Taxes   are   being   determined,   had   the   income   received   by Landlord from the
Building   [excluding   amounts payable under this subparagraph (3)] been the sole
taxable   income   of   Landlord   for   such   calendar   year;

          (4)      Ownership   Taxes   shall also include and transfer taxes, stamp
taxes or other taxes charged or levied upon this Lease or relating to this Lease
transaction;

          (5)      Ownership Taxes shall also include Landlord's reasonable costs
and   expenses (including reasonable attorney's fees) in contesting or attempting
to   reduce   any   Ownership   Taxes;   and

          (6)      There   shall be excluded from Ownership Taxes all income taxes
[except   those   that may be included pursuant to subparagraph (3) above], excess
profits   taxes,   franchise,   capital   stock   and   inheritance   or   estate taxes.

     B.      Tenant   shall   pay   to   Landlord   an   amount   equal   to   Tenant's
Proportionate   Share   of all Operating Expenses for any calendar year, beginning
with   the   Base Year. Tenant's Proportionate Share of such Operating Expenses is
agreed   to   be   100%.

     "Operating   Expenses"   shall   mean   all   expenses, costs, and disbursements
(other than Ownership Taxes) of every kind and nature that Landlord shall pay or
become   obligated   to   pay   in   respect   of   a   calendar   year, because of or in
connection with the ownership, management, maintenance, repair, and operation of
the   Building   and   the   Property,   except   the   following:


                                        2
<PAGE>
          (1)      Costs   of   alterations   of   other   tenant   spaces,   if   any;

          (2)      Costs   of   capital   improvements,   except   for   such   costs,
including   interest   thereon,   as   are   reasonably   amortized   and determined by
Landlord,   where   one of the purposes of such capital improvements was to reduce
Operating   Expenses;

          (3)      Depreciation, interest and principal payments on mortgages and
other   debt   costs,   if   any;   and

          (4)      Real   estate   brokers'   leasing   commissions   or compensation.

     In the event the Building is not fully occupied during the Base Year or any
succeeding calendar year, the variable Operating Expenses for that year shall be
equitably adjusted to reflect the Operating Expenses as though the Building were
fully   occupied.

     C.      Tenant   shall   pay   to   Landlord   an   amount   equal   to   Tenant's
Proportionate   Share   of   all   Insurance   Expenses   incurred by Landlord for any
calendar   year,   beginning   with   the Base Year. Tenant's Proportionate Share of
such   Insurance   Expenses   agreed   to   be   100%.

     "Insurance   Expenses" shall mean all premiums, costs and disbursements that
Landlord   shall   pay   or   become obligated to pay in respect of a calendar year,
because   of   or in connection with the insurance relating to the Building and/or
the   Property, including, without limitation, all liability insurance carried by
Landlord   and extended coverage insurance insuring the Building against fire and
such other risks as Landlord may decide to insure from time to time, at its sole
discretion.

     D.      In   order   to   provide   for current payments on account of Ownership
Taxes,   Operating   Expenses   and   Insurance   Expenses   payable in the Base Year,
Tenant   agrees,   at   Landlord's   request,   to   pay   as   additional rent Tenant's
Proportionate   Share   due for the ensuing calendar year as estimated by Landlord
from   time to time, in twelve (12) monthly installments, each in an amount equal
to one-twelfth (1/12th) of Tenant's Proportionate Share so estimated by Landlord
commencing   on   the first day of the month following the month in which Landlord
notifies   Tenant   of   the amount of such estimated Tenant's Proportionate Share.
If,   as   finally determined (whether in the succeeding calendar year at the time
of   delivery   of   the annual report provided for in subparagraph E hereof, or in
the   current   calendar   year   when   the final amount of any portion of Ownership
Taxes   becomes   known   to   Landlord),   Tenant's Proportionate Share of Operating
Expenses,   Ownership   Taxes   or Insurance Expenses shall be greater than or less
than   the   aggregate of all installments so paid on account to Landlord prior to
receipt   of   an   invoice from Landlord, then Tenant upon receipt of such invoice
shall   pay to Landlord the amount of such underpayment, or Landlord shall credit
Tenant   for   the   amount   of   such   overpayment,   as   the case may be. It is the
intention   hereunder   to   estimate   the   amount   of   Ownership   Taxes, Operating
Expenses   and   Insurance   Expenses   from   time to time for each year and then to
adjust   such   estimate   from   time   to   time   based   on   actual Ownership Taxes,
Operating   Expenses   and   Insurance   Expenses   incurred   or   paid   by   Landlord.

     (E)      Landlord   agrees   to   keep   books and records showing the Operating
Expenses   in   accordance   with   a   system   of   accounts and accounting practices
consistently   maintained   on   a   year-


                                        3
<PAGE>
to-year   basis   in   compliance   with such provisions of this Lease as may affect
such   accounts.

     Landlord   shall   deliver   to   Tenant   after the close of each calendar year
(including   the calendar year in which this Lease terminates) a report signed by
an   officer   or   agent   of   Landlord.   The   report   shall contain the following:

          (1)      The   officer's or agent's statement that the books and records
covering   the   operation of the Building have been maintained in accordance with
the   requirements   in   this   subparagraph   (E);

          (2)      The   amount   by which the Operating Expenses for such calendar
year   exceed   the   Operating   Expenses   for   the   Base   year;   and

          (3)       The   amount of Ownership Taxes and Insurance Expenses for such
calendar   year.

     In   the event any rent adjustment results in a net increase in the rent due
Landlord,   Tenant   shall,   and   agrees to, pay to Landlord immediately following
Tenant's   receipt of an invoice from time to time by Landlord an amount equal to
such   rent   adjustment   for   such   prior   calendar   year   or   portion   thereof.

     F.      The   obligation   of Tenant with respect to the payment of   Base Rent
and   rent adjustments due hereunder shall survive the termination of this Lease.
Any   payment,   refund,   or   credit   made   pursuant to this Section shall be made
without   prejudice to any right of Tenant to dispute, or of Landlord to correct,
any   items   as billed pursuant to the provisions hereof. In the event this Lease
shall   have   been   in   effect   for   less than the full calendar year immediately
preceding Tenant's receipt of the invoices provided for in subparagraphs D and E
hereof,   the   rent   adjustment   shall   be   prorated.   In no event shall any rent
adjustment   result   in   a   decrease   in   the   Base   Rent   hereunder.

                                    ARTICLE 4

                                      USE

     Tenant   shall   use   and occupy the Premises for general office purposes and
for   no   other   purpose   whatsoever.   Tenant   shall   not   use or permit upon the
Premises   anything   that   will   invalidate   any   policies   of   insurance   now or
hereafter   carried   on the Building, or that will increase the rate of insurance
on the Premises or on the Building. Tenant will pay all extra insurance premiums
that may be caused by the use Tenant shall make of the Premises. Tenant will not
use   or permit upon the Premises anything that may be dangerous to life or limb.
Tenant   will not in any manner deface or injure the Building or any part thereof
or   overload   the   floors of the Premises. Tenant will not do anything or permit
anything   to   be done upon the Premises in any way tending to create a nuisance,
or   tending   to   disturb   any   other   tenant in the Building or the occupants of
neighboring   property,   or   tending   to   injure   the reputation of the Building.
Tenant   will   comply   with all governmental, health, and police requirements and
regulations   respecting   the   Premises.   Tenant   will   not   use   the   Premises


                                        4
<PAGE>
for   lodging   or   sleeping   purposes   or for immoral or illegal purposes. Tenant
shall   not   conduct nor permit to be conducted on the Premises any business that
is   contrary   to any of the laws of the United States of America or of the State
of   Florida   or   that is contrary to the ordinances of the City of Tampa. Tenant
shall not at any time manufacture, sell, use, or give away, and shall not at any
time   permit   the   manufacture, sale, use, or gift of any spirituous, fermented,
intoxicating,   or   alcoholic   liquors   or controlled substances on the Premises.
Tenant   shall   not at any time sell, purchase, or give away, or permit the sale,
purchase,   or   gift   of,   food   in   any   form   on   the   Premises.

                                    ARTICLE 5

                                    SERVICES

     Landlord shall provide, at Landlord's expense, except as otherwise provided
and   subject   to   applicable   government   regulations,   the   following services:

     A.      Air   conditioning   and   heat   to   provide a temperature required, in
Landlord's   reasonable judgment, for comfortable occupancy of the Premises under
normal   business   operations   comparable   to other first-class non-institutional
office   buildings   located   in Tampa, Florida, daily from 8:00 A.M. to 6:00 P.M.
(Saturdays   to   1:00   P.M.),   Sundays   and   holidays   excepted.   Whenever
heat-generating machines or equipment installed by Tenant affect the temperature
otherwise   maintained   by Landlord in the Premises, or whenever the occupancy or
electrical   load   exceeds   those standards set forth in the separate work letter
agreement   signed   by   Landlord   and   Tenant,   Landlord   shall   be   relieved   of
responsibility   for maintaining the air conditioning standards set forth in such
work   letter   agreement,   and   in   such event Landlord reserves the right at its
option to (1) require Tenant to discontinue use of such heat-generating machines
or   equipment,   or   (2)   install   supplementary   air   conditioning   units in the
Premises,   the   cost, installation, operation, and maintenance of which shall be
paid   by   Tenant to Landlord at such rates as Landlord charges from time to time
in the Building. Tenant agrees that at all times it will cooperate with Landlord
and   abide   by   all regulations and requirements that Landlord may prescribe for
the   proper   functioning   of   the   ventilating   and   air   conditioning   systems.

     B.      Water   from   City   of Tampa mains for drinking, lavatory, and toilet
purposes   drawn   through   fixtures   installed   by   Landlord,   or   by Tenant with
Landlord's   written   consent,   from   regular   Building   supply at the prevailing
temperature.   Tenant   shall   pay   Landlord   at rates fixed by Landlord for water
furnished   for   any other purpose. Tenant shall not waste or permit the waste of
water.

     C.      Janitor   service   (as   outlined on Exhibit B attached hereto) in and
about   the Premises, Saturdays, Sundays, and holidays excepted. Tenant shall not
provide   any   janitor services without Landlord's written consent, and then only
subject to supervision by Landlord and at Tenant's sole responsibility, and by a
janitor, contractor, or employees at all times satisfactory to Landlord, but not
as   agent   or   servant   of   Landlord.

     D.      Adequate   passenger   elevator   service   at   all   times   and   freight
elevator   service   subject   to   scheduling   by Landlord, both without operators.


                                        5
<PAGE>
     E.      Electricity for the Premises shall not be furnished by Landlord, but
shall   be furnished by the electric utility company serving the Building. Tenant
shall   make all necessary arrangements with the utility company for metering and
paying   for electric current furnished by it to Tenant, and Tenant shall pay for
all   charges   for   electric   current consumed on the Premises during the Term of
this   Lease.   Tenant   agrees to purchase from Landlord, or its agent, all lamps,
bulbs,   ballasts,   and   starters   used   in   the   Premises.

     F.      Such   additional   services   on   such   terms and conditions as may be
mutually   agreed   upon   by   Landlord   and   Tenant.

     All charges for any services shall be deemed rent reserved under this Lease
and   shall   be   due and payable at the same time as the installment of rent with
which they are billed, or, if billed separately, shall be due and payable within
ten (10) days after such billing. In the event Tenant shall fail to make payment
for such services Landlord may, without notice to Tenant, discontinue any or all
such   services,   and   such   discontinuance   shall   not   be held or pleaded as an
eviction or as a disturbance in any manner whatsoever of Tenant's possession, or
relieve   Tenant   from   the payment of rent when due, or vary or change any other
provision   of   this   Lease   or   render   Landlord   liable for damages of any kind
whatsoever.

     Neither   Landlord   nor   any   company,   firm,   or   individual   operating,
maintaining,   managing, or supervising the plant or facilities furnishing any of
the   above   services,   nor any of their respective agents or employees, shall be
liable   to   Tenant, or any of Tenant's employees, agents, customers, or invitees
or   anyone   claiming through or under Tenant, for any damages, injuries, losses,
expenses,   claims,   or   causes   of   action,   because   of   any   interruption   or
discontinuance   at any time for any reason in the furnishing of any of the above
services;   nor   shall   any   such   interruption   or   discontinuance   be deemed an
eviction   or   disturbance   of   Tenant's use or possession of the Premises or any
part   thereof;   nor shall any such interruption or discontinuance relieve Tenant
from   full   performance   of   Tenant's   obligations   under   this   Lease.

                                     ARTICLE 6

                                   POSSESSION

     In   the event the Premises are not completed and ready for occupancy on the
date   above   fixed   for   the   commencement of the Term of this Lease, this Lease
shall   nevertheless   continue   in   full force and effect, and no liability shall
arise   against Landlord out of any such delay beyond the abatement of rent until
the   Premises   are   ready   for   occupancy;   provided, however, there shall be no
abatement of rent if the space is not ready for occupancy because of the failure
to   complete   the   installation   of   special   equipment,   fixtures, or materials
ordered   by   Tenant   or   due   to   any   fault   of   Tenant.   If Tenant shall enter
possession   of all or any part of the Premises prior to the date fixed above for
the   first   day   of   the Term, all of the covenants and conditions of this Lease
shall   be binding upon the parties hereto in respect of such possession the same
as   if   the   first   day   of   the   Term had been fixed as of the date when Tenant
entered such possession, and Tenant shall pay to Landlord as rent for the period
prior   to   the first day of the Term of this Lease a proportionate amount of the
rent   set   forth   in   Article   2.


                                         6
<PAGE>
                                    ARTICLE 7

                              CONDITION OF PREMISES

     Tenant's   taking possession of the Premises shall be conclusive evidence as
against   Tenant   that the Premises were in good order and satisfactory condition
when Tenant took possession, except as to latent defects. No promise of Landlord
to   alter,   remodel,   repair,   or   improve   the   Premises or the Building and no
representations   respecting   the   condition of the Premises or the Building have
been   made   by Landlord to Tenant, other than as may be contained herein or in a
separate   work   letter   agreement   signed   by   Landlord   and   Tenant.

                                    ARTICLE 8

                                      REPAIRS

     Except as otherwise provided in Article 11 of this Lease and subject to the
provisions   of   Article   9   of   this   Lease,   Tenant shall, at its sole cost and
expense,   keep   the   Premises in good repair and tenantable condition during the
Term,   and Tenant shall promptly arrange with Landlord at Tenant's sole cost and
expense for the repair of all damages to the Premises and for the replacement or
repair   of   all   damaged or broken glass, fixtures, and appurtenances within any
reasonable   period of time specified by Landlord, provided, however, that Tenant
shall   not   be   required   to repair or replace broken or damaged exterior window
glass,   unless such replacement or repair is necessitated by the act, failure to
act, or neglect of Tenant, its servants, employees, agents, invitees, or guests.
If   Tenant does not promptly make such arrangements, Landlord may, but need not,
make   such   repairs and replacements, and the costs paid or incurred by Landlord
for such repairs and replacements shall be deemed additional rent reserved under
this Lease due and payable forthwith. Landlord may, but shall not be required so
to   do,   enter   the   Premises   at   all   reasonable   times   to   make any repairs,
alterations,   improvements,   or   additions, including, but not limited to, ducts
and   all   other facilities for heating and air conditioning service, as Landlord
shall   desire   or   deem necessary for the safety, preservation or improvement of
the Building, or as Landlord may be required to do by any governmental authority
or   by   the   order   or   decree   of   any   court or by any other proper authority.

     In   the   event   Landlord   or   its   agents   or contractors shall elect or be
required   to   make   repairs,   alterations,   improvements,   or   additions   to the
Premises   or   the   Building, Landlord shall be allowed to take into and upon the
Premises   all   material   that may be required to make such repairs, alterations,
improvements,   or   additions and, during the continuance of any of said work, to
temporarily   close doors, entryways, public space, and corridors in the Building
and   to   interrupt   or   temporarily   suspend any services and facilities without
being   deemed   or   held guilty of an eviction of Tenant or liable for damages to
Tenant's property, business, or person, and the rent reserved herein shall in no
way   abate while said repairs, alterations, improvements, or additions are being
made,   and   Tenant   shall not be entitled to maintain any setoff or counterclaim
for   damages   of   any   kind against Landlord by reason thereof. Landlord may, at
its   option,   make   all such repairs, alterations, improvements, or additions in
and   about   the Building and the Premises during ordinary business hours, but if
Tenant   desires   to   have   the same done at any other time, Tenant shall pay for
all   overtime   and   additional   expenses   resulting   therefrom.


                                        7
<PAGE>
                                    ARTICLE 9

                                   ALTERATIONS

     Tenant   shall   not, without the prior written consent of Landlord, make any
repairs,   replacements, alterations, improvements, or additions to the Premises.
In   the   event Tenant desires to make any alterations, improvements or additions
pursuant to this Article 9, or any repairs or replacements pursuant to Article 8
of   this   Lease,   Tenant   shall,   prior   to   commencing   any   such   work:

     (a)      Submit   to   Landlord   plans and specifications showing such work in
reasonable   detail   and   obtain   Landlord's   prior   written   approval;

     (b)      Furnish   Landlord   with   the names and addresses of all contractors
and   copies   of all contracts with such contractors, and obtain Landlord's prior
written   approval;

     (c)      Provide   Landlord   with all necessary permits evidencing compliance
with   all   ordinances   and regulations of the City of Tampa or any department or
agency thereof, and with the requirements of all statutes and regulations of the
State   of   Florida   or   any   department   or   any   agency   thereof;

     (d)      Provide   Landlord   with   certificates   of   insurance   in   forms and
amounts   satisfactory to Landlord naming Landlord as an additional insured where
required   by   Landlord;   and

     (e)      Comply   with such other requests as Landlord may reasonably make in
connection   with   such   work.

     All   such   work shall, at Landlord's election, be subject to supervision by
Landlord, and Tenant shall promptly pay Landlord the reasonable cost of all such
supervision.

     TENANT   HEREBY   AGREES   TO   PROTECT,   DEFEND,   INDEMNIFY, AND HOLD LANDLORD
HARMLESS   FROM   ANY   AND   ALL LIABILITIES OF EVERY KIND AND DESCRIPTION THAT MAY
ARISE   OUT   OF   OR   IN   CONNECTION WITH SUCH REPAIRS, REPLACEMENTS, ALTERATIONS,
IMPROVEMENTS,   OR   ADDITIONS.

     Upon   completing   any   of   such   repairs,   replacements,   alterations,
improvements,   or   additions,   Tenant   shall   furnish Landlord with contractors'
affidavits   and   full and final waivers of lien and receipted bills covering all
labor   and   material   expended and used. All repairs, replacements, alterations,
improvements,   and   additions   shall   comply with all insurance requirements and
with   all   ordinances   and regulations of the City of Tampa or any department or
agency   thereof and with the requirements of all statutes and regulations of the
State   of   Florida   or   of   any   department   or   agency   thereof.   All   repairs,
replacements, alterations, improvements, and additions shall be constructed in a
good   and   workmanlike   manner   and   only good grades of material shall be used.


                                        8
<PAGE>
     All   alterations,   improvements,   additions,   repairs,   and   replacements,
whether temporary or permanent in character, including, but not limited to, wall
coverings,   carpeting and other floor coverings, special lighting installations,
built-in or attached shelving, cabinetry and mirrors, made by Landlord or Tenant
in   or upon the Premises, shall become Landlord's property and shall remain upon
the   Premises   at   the   termination   of this Lease by lapse of time or otherwise
without   compensation   to   Tenant   (excepting   only   Tenant's   movable   office
furniture,   trade   fixtures,   and   office   equipment);   provided,   however, that
Landlord   shall   have   the   right   to require Tenant to remove such alterations,
improvements,   additions,   repairs,   or   replacements   at Tenant's sole cost and
expense   in   accordance   with   the   provisions   of   Article   19   of   this Lease.

                                   ARTICLE 10

                              COVENANT AGAINST LIENS

     Nothing   contained   in this Lease shall authorize Tenant to do any act that
shall   in   any   way   encumber   Landlord's   title   to   the Building, Property, or
Premises,   nor   in any way subject Landlord's title to any claims by way of lien
or   encumbrance, whether claimed by operation of law or by virtue of any express
or   implied   contract   of   Tenant,   and   any   claim to a lien upon the Building,
Property,   or   Premises   arising from any act or omission of Tenant shall attach
only   against   Tenant's   interest   and   shall   in all respects be subordinate to
Landlord's   title   to   the   Building,   Property, and Premises. If Tenant has not
removed   any   such   lien   or   encumbrance within fifteen (15) days after written
notice   to   Tenant   by Landlord, Landlord may pay the amount necessary to remove
such   lien or encumbrance without being responsible for making any investigation
as   to   the   validity thereof, and the amount so paid shall be deemed additional
rent   reserved   under   this   Lease   due   and   payable   forthwith.

                                   ARTICLE 11

                    DAMAGE OR DESTRUCTION BY FIRE OR CASUALTY

     If   the Premises or the Building (including machinery and equipment used in
its   operation)   shall be destroyed or damaged by fire or other casualty, and if
the   Premises or Building may be repaired and restored within one hundred twenty
(120)   days   (plus   such   additional time during which Landlord may be prevented
from completing the repairs for causes beyond its reasonable control) after such
damage,   then Landlord shall have the option to: (a) repair and restore the same
with reasonable promptness, or (b) demolish the Building or cease its operation,
in   which   event this Lease shall automatically be canceled and terminated as of
the   date   of such damage. In the event any such damage not caused by the act or
neglect   of   Tenant,   its   agents,   contractors,   servants,   employees,   guests,
licensees,   or   invitees renders the Premises untenantable, in whole or in part,
and if this Lease shall not be canceled and terminated by reason of such damage,
then   rent shall abate during the period beginning with the date of such fire or
other   casualty and ending with the date when Landlord's work in the Premises is
completed, such abatement to be in an amount bearing the same ratio to the total
amount of rent for such period as the untenantable portion of the Premises bears
to   the   entire   Premises.   Landlord's   work   shall   not   include   the   repair,
replacement,   or


                                        9
<PAGE>
restoration   of   Tenant's   fixtures   or   tenant improvements, including, but not
limited   to,   special   wall   and   floor   coverings,   special   lighting fixtures,
built-in   cabinets   and   bookshelves.

     If   such   damage renders the Premises untenantable in whole or in part, and
if,   in   Landlord's   judgment,   such   damage   cannot   reasonably be repaired and
restored   within one hundred twenty (120) days (plus such additional time during
which   Landlord   may   be prevented from completing the repairs for causes beyond
its   reasonable   control),   either   party   shall   have   the   right to cancel and
terminate   this   Lease   as   of   the date of such damage, provided, however, that
Tenant   may   not   elect to terminate this Lease if such damage was caused by the
act or neglect of Tenant, its agents, servants, employees, guests, licensees, or
invitees.

     Any   right   to terminate