ARTICLE 2. RENT AND LEASE TERM

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EXHIBIT 10.11

FORM OF COMMERCIAL LEASE

THIS COMMERCIAL LEASE is made this 23rd day of December, 1996, in
consideration of the rights and obligations of the parties hereinafter
expressed.

ARTICLE 1.
IDENTIFICATIONS AND DEFINITIONS

SECTION 1.1. LESSOR: "Lessor" refers to Liddell L.L.C., an Indiana
limited liability company. "Lessor's Address" is designated as ▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.

SECTION 1.2. LESSEE: "Lessee" refers to Systems Management, Inc..
"Lessee's Address" is the same as the Leased Premises described hereinbelow.

SECTION 1.3. DEFINITIONS: The following definitions shall apply to
the use of the words in this Lease.

1.3.1. LEASED PREMISES: The "Leased Premises" refers to the
real estate located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, and the buildings and improvements located thereon, which real
estate is more fully described on Exhibit "A" hereto.

1.3.2. IMPROVEMENTS: "Improvements" includes any and all of
the following improvements located on or belonging to the Leased
Premises: all fixtures, additions, alterations, and installations of a
permanent type of any nature whatsoever installed upon the Premises,
including without limiting the generality thereof, heating systems;
heat regulators; electrical systems; lighting systems; interior or
exterior lighting fixtures; plumbing systems; water heaters; water
pumps; sump pumps; pressure tanks; water softeners; air conditioning
systems; air conditioners; interior walls; ceilings; carpets; carpet
pads; other floor coverings; affixed cabinets; counters; window
shades; venetian blinds; curtain rods; storm windows; screens;
awnings; fences; wash tubs; shrubbery; shower stalls; towel racks;
bars; soap dispensers; hand dryers; saunas; door bells or chimes;
lattices; television towers; antennas and rotors; and, satellite
dishes.

1.3.3. LEASE: "Lease" refers to this Commercial Lease as
amended or supplemented, in writing, from time to time.

SECTION 1.4. LESSEE'S USE: The Leased Premises shall be used
by Lessee for any legal purposes compatible with the premises. As used in this
Lease, "Use", "Lessee's Use", or words of similar import refer to Lessee's
aforesaid uses of the Leased Premises.

SECTION 1.5 USE RESTRICTIONS: Lessee shall use the Leased
Premises in the manner provided in Section 1.4 and in no other manner. Lessee
will not commit nor permit any act on the Leased Premises which violates any
law of the United States of America, or the State of Indiana, or the political
subdivisions thereof in which the Leased Premises are located. Lessee will not
use nor permit upon the Leased Premises anything that may be dangerous to life
or limb. Lessee will not in any manner deface or injure the Leased Premises or
any part thereof nor overload the floors of the Leased Premises. Lessee will
not permit any objectionable noise or odor to escape or be emitted from the
Leased Premises, nor do anything or permit anything to be done upon the Leased
Premises in any way tending to create a nuisance, or tending to disturb any
occupant of neighboring property, nor tending to injure the reputation of the
Leased Premises. Lessee will comply with all governmental, health and police
requirements and regulations respecting the Leased Premises which are required
to be complied with by tenants generally.

ARTICLE 2.
RENT AND LEASE TERM

SECTION 2.1. GRANT OF LEASE: Pursuant to the terms of this Lease,
Lessor does hereby let, lease and demise the Leased Premises unto Lessee, and
Lessee does hereby lease and take the Leased Premises from Lessor together with
structures which are a part of the Leased Premises and Improvements located
therein and all the easements, rights and appurtenances in connection therewith
or belonging thereto, including, but not limited to, the right to the free and
unobstructed use of common areas, alley rights, access at all reasonable times
to loading areas and docks, the right to the use of sidewalks, streets, roads,
walks, parking lots, service areas and all driveways and approaches leading
from abutting highways and public thoroughfares.

SECTION 2.2. EXCEPTIONS TO DEMISE: Notwithstanding anything to the
contrary herein contained, this Lease is subject to all easements, both
recorded and unrecorded, affecting the real property upon which the Leased
Premises is located.

SECTION 2.3. COMMENCEMENT DATE: The "Commencement Date" shall be the
date hereof. This Lease shall be binding upon the parties upon the execution
hereof by the last person so to do.

SECTION 2.4. TERM: The Lease term shall commence on December 1,
1996, and shall continue until November 30, 2001, subject to the conditions and
provisions herein

contained. In addition, Lessee shall have three (3) options to renew the Lease
term for an additional five (5) years per option. Each option to renew may be
exercised by Lessee providing Lessor written notice of Lessee's intention to
exercise that option, which written notice shall be given not less than thirty
(30), but not more than ninety (90), days before the expiration of the then
current lease term (including as extended by virtue of options to renew
previously exercised).

SECTION 2.5. BASE RENT: In addition to such other payments as are
required by this Lease, Lessee agrees to pay as the base rental for the Leased
Premises from the Commencement Date for the term of this Lease the sum of
$6,930.00 per month, which monthly rent shall be payable in advance each month,
commencing on December 1, 1996, and continuing on like date of each month
thereafter. There shall be an additional increased adjustment in the rental
payment after the first year of the lease and each subsequent year during the
first five year term. Said increase to be based upon the Consumer Price Index
increase as published by The Wall Street Journal. If Lessee exercises any of
its renewal options provided for in the preceding Section 2.4, the amount of
base rent during that option period shall be a fair and equitable amount agreed
upon by Lessor and Lessee.

SECTION 2.6. PLACE OF PAYMENT, LATE PAYMENTS AND CHARGES: All
payments of any amounts owed hereunder shall be sent to Lessor at Lessor's
address, and shall be deemed to have been made when received by Lessor. If
Lessor desires payments to be made to some other person or sent to an address
other than herein provided, Lessor shall notify Lessee thereof in writing at
least fifteen (15) days prior to the next ensuing date upon which payment is
due. In the event payment of any sums required to be paid by Lessee to Lessor
under this Lease, including without limiting the generality of the foregoing,
rent, deposits, and payments made by Lessor under any provision hereof for
which Lessor is entitled to reimbursement by Lessee, shall become overdue more
than fifteen (15) days beyond the date on which they are due and payable as in
this Lease provided, a late charge of one and one-half percent (1-1/2%) per
month (computed on a 30-day month), on the sums so overdue shall become
immediately due and payable to Lessor as liquidated damages for Lessee's
failure to make prompt payment. Late charges shall be payable on the first day
of the month next succeeding any month during which such late charges accrue
and shall accrue from the date payment is due and payable. In the event of
nonpayment of any late charges, Lessor shall have, in addition to all other
rights and remedies, all the rights and remedies provided for herein and by law
for nonpayment of rent. No failure by Lessor to insist upon the strict
performance by Lessee of Lessee's obligations to timely pay late charges shall
constitute a waiver by Lessor of its rights to enforce the provisions of this
Section in any instance thereafter occurring or to demand payment of accrued
and unpaid late charges.

SECTION 2.7. REAL PROPERTY TAXES AND ASSESSMENTS: Lessor shall pay,
when due, all general real property taxes and special assessments levied and
assessed, or to

be levied and assessed, upon the Leased Premises, or upon any Improvements now
or hereafter located thereon during the term of this Lease. Personal property
taxes upon Lessee's property installed, attached, situated or stored in or on
the Leased Premises shall be paid by Lessee on or before the due date thereof.

SECTION 2.8. DELIVERY OF POSSESSION: On or before the Commencement
Date hereof, Lessor agrees to place Lessee in actual and exclusive physical
possession of the Leased Premises. Such possession shall be delivered to
Lessee in conformity with law and free and clear of all other lessees and
occupants.

SECTION 2.9. TERMINATION: Upon the termination of the Lease by reason
of the expiration of the term hereof or any extensions or renewals hereof, or
upon earlier termination upon default, as herein provided, Lessee shall vacate
the Leased Premises. Possession of the Leased Premises shall be redelivered to
Lessor in good condition reasonable wear and tear, casualty and condemnation
excepted.

ARTICLE 3.
DEPOSIT

SECTION 3.1. RECEIPT OF DEPOSIT: Lessee agrees to deposit with
Lessor no later than the close of business of the date hereof, the additional
sum of $0 as security for the full and faithful performance by Lessee of the
terms, conditions, and covenants of this Lease on Lessee's part to be performed.

SECTION 3.2. APPLICATION TOWARD RENT: If at any time Lessee is in
default in the payment of rent herein reserved or any portion thereof, or of
any other sums expressly constituting rent hereunder, Lessor may appropriate
and apply any portion of the security deposit as may be necessary to the
payment of the overdue rent or other sums expressly constituting rent
hereunder.

SECTION 3.3. APPLICATION TOWARD REPAIRS: If at any time during the
term hereof Lessee fails to repair any damage to the Leased Premises that
Lessee is required to repair pursuant to the terms hereof, after thirty (30)
days written notice. Lessor may appropriate and apply any portion of the
security deposit as may be reasonably necessary to make such repairs.

SECTION 3.4. REPLENISHMENT OF DEPOSIT: In the event any portion of
the deposit is appropriated as provided in this Article and the tenancy hereby
created is not terminated, Lessee shall within fifteen (15) days of notice
thereof pay to Lessor an additional deposit equal to the amount of such
appropriation.

SECTION 3.5. APPLICATION FOR CLEANING: If on termination of this
tenancy for any reason Lessee does not leave the Leased Premises in reasonably
clean condition, then Lessor may appropriate and apply any portion of the
security deposit as may be reasonably necessary to put the Leased Premises in
such a clean condition.

SECTION 3.6. TRANSFER OF DEPOSIT: Should Lessor transfer this Lease
in any manner, Lessor shall:

3.6.1. Transfer the portion of such deposit remaining after
any lawful deductions, as above, to Lessor's successors in interest.
On receipt of such remaining deposit, the successor in interest of
Lessor shall have all of the rights and obligations of Lessor with
respect to such deposit; or

3.6.2. Return to Lessee the portion of such deposit remaining
after any lawful deductions have been made.

SECTION 3.7. RETURN OF DEPOSIT: Any remaining portion of the
security deposit, after any lawful deductions as above, shall be returned to
Lessee no later than thirty days after termination of this Lease (including as
may be extended under renewal options provided for herein), directed to the
address left by Lessee specifically for such purpose, or otherwise directed to
Lessee's last known address.

ARTICLE 4.
PERSONAL PROPERTY, FIXTURES, MAINTENANCE
AND
ALTERATION OF PREMISES

SECTION 4.1. ALTERATIONS, FIXTURES, AND IMPROVEMENTS: All
Improvements installed upon the Leased Premises by Lessee shall be or remain
the property of Lessor. All Improvements made or placed in or on the Leased
Premises by Lessee shall, on expiration or earlier termination of this Lease,
belong to Lessor without compensation to Lessee, provided, however, that Lessor
shall have the option, to be exercised not less than ninety (90) days prior to
the expiration or earlier termination of this Lease, to require Lessee to
remove any or all such Improvements. Before making any structural alterations
or modifications to the Leased Premises, Lessee shall submit plans and designs
therefor to Lessor for approval, which approval shall not be unreasonably
withheld or delayed, and in the event that the plans and designs are
disapproved by Lessor, such modifications shall not be installed.

SECTION 4.2. COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT:
Lessee assumes all liability, obligation and expense for compliance with the
Americans with Disabilities Act, hereinafter referred to in this Section as the
"Act", with respect to the

Leased Premises only if required because of tenant's specific use of the Leased
Premises. To the extent that such compliance with the Act requires alteration
of the Leased Premises and consent by Lessor under Section 4.1, such consent
shall not be unreasonably withheld. Lessee further agrees to indemnify and
hold Lessor harmless for any claim made against Lessor arising from, through or
in any manner relating to the Lessee's non-compliance with this provision.

SECTION 4.3. FIXTURES AND PERSONAL PROPERTY: Any equipment,
inventory, or other personal property stored or situated on or about the Leased
Premises by and at the expense of Lessee shall remain the property of Lessee,
and Lessor agrees that Lessee shall have the right at any time, and from time
to time, to remove any and all of its equipment, inventory or other personal
property which it may have stored or situated on or about the Leased Premises.

SECTION 4.4. CONDITION AND REPAIR OF PREMISES: Lessor will keep the
structural elements and exterior of the Leased Premises in good repair
including the roof, foundation, exterior walls, heating, air conditioning,
equipment, dock areas, and roof drains. Lessee shall keep the non-structural
interior of said premises in good repair, replacing all broken glass with glass
of the same size and quality of that broken, and will keep the Leased Premises
and appurtenances, as well as all catch basins, drains, stools lavatories,
sidewalks, adjoining alleys and all other facilities and equipment located
within the interior of Leased Premises, according to the applicable rules,
regulations, laws and ordinances, and the direction of the proper public
officers, during the term of the Lease, at its own expense. Upon the
termination of this Lease in any way, Lessee will yield up said premises to
Lessor in good condition and repair (loss by fire or other casualty,
condemnation and ordinary wear excepted) and will deliver the keys to Lessor.

SECTION 4.5. DAMAGE AND DESTRUCTION: In the event the Leased
Premises are damaged by any peril covered by Lessor's policies of insurance to
an extent which is less than twenty-five percent (25%) of the cost of
replacement of the Leased Premises, the damage to that portion of the Leased
Premises together with such of Lessee's installations that become a part of the
real property shall promptly be repaired by Lessor, at Lessor's expense, except
under the conditions hereinafter stated. Lessor shall not be obligated to
expend for such repairs an amount in excess of the insurance proceeds recovered
as a result of such damage and in no event shall Lessor be required to repair
or replace Lessee's stock-in-trade, trade fixtures, furniture, furnishings, or
other property which Lessee is required to insure under the terms of this
Lease. In the event of such damage and (a) Lessor is not required to repair as
hereinabove provided, or, (b) the Leased Premises are damaged to the extent of
twenty-five percent (25%) or more of the costs of replacement of the Leased
Premises, or (c) the building of which the Leased Premises are a part is
damaged to the extent of fifty percent (50%) or more of the cost of
replacement, or (d) such damage occurs during the last year of the term of this
Lease, and Lessor and Lessee do not agree upon an extension of this Lease or
Lessee fails to exercise an option

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to renew this Lease should there be such right, Lessor may elect either to
repair or rebuild the Leased Premises or the building of which the Leased
Premises are a part, as the case may be, or to terminate this Lease upon giving
notice of such election in writing to Lessee within sixty (60) days after the
occurrence of the event causing the damage. If the casualty, repairing, or
rebuilding shall render the Leased Premises untenantable, in whole or in part,
a proportionate abatement of the Base Rent shall be allowed from the date when
the damage occurred until the date Lessor completes the repairs or rebuilding,
the proportion to be computed on the basis of the relation which the
untenantable portion of the Leased Premises bears to the gross square foot area
of the Leased Premises. If Lessor is required or elects to repair the Leased
Premises as herein provided, Lessee shall repair or replace its stock-in-trade,
trade fixtures, furniture, adornments, special equipment, and all other items
of Lessee's personal property located on or within the Leased Premises and all
Improvements previously installed by Lessee upon the Leased Premises such
repair and replacement by Lessee shall be in a manner and to at least a
condition equal to that existing prior to the damage or destruction.

SECTION 4.6. METERED UTILITIES: Lessee shall arrange for and pay all
charges for utilities used by Lessee, which are separately measured and
assessed to the Leased Premises.

SECTION 4.7. SIGNS: Lessor agrees to permit Lessee to place signs
advertising Lessee, or the goods, wares or services offered by Lessee, in and
about the Leased Premises, upon the exterior of any buildings thereon and to
permit Lessee to remove such signs at any reasonable time. Such signs shall be
harmonious in size, style and type to other signs as may be erected in the
neighborhood or vicinity immediately surrounding the Leased Premises.
Notwithstanding the foregoing, Lessee shall not install any sign without the
express written consent of Lessor, which consent shall not be unreasonably
withheld or delayed.

ARTICLE 5.
INSURANCE

SECTION 5.1. LESSEE'S OBLIGATION TO MAINTAIN: During the term of
this lease, Lessee shall maintain, or cause to be maintained, at Lessee's sole
cost and expense, policies of insurance as follows:

5.1.1. FIRE INSURANCE: Lessee will at all times during the
term of this Lease insure and keep in effect on the Leased Premises,
fire and casualty insurance with additional coverage commonly known as
supplemental contract or extended coverage, in the amount of the
replacement value of the Improvements on the Leased Premises, written
by an insurance company or companies authorized to do business in the
State of Indiana. Lessee shall name Lessor as an "additional insured"
and shall cause all notices including invoices from the insurer to be

simultaneously made to Lessor at Lessor's address stated herein.
Also, Lessee shall not be allowed to cancel such insurance for any
reason without first notifying Lessor in writing ten (10) days prior
to the intended cancellation. Lessee shall also obtain insurance
against loss or damage to Lessee's stock-in-trade, trade fixtures,
furniture, adornments, special equipment, floor and wall coverings,
and all other items of Lessee's personal property located on or within
the Leased Premises and also upon all Improvements installed by Lessee
upon the Leased Premises. Such insurance shall include fire and
extended coverage and coverage for such other hazards as may be
covered by the form of all-risk insurance in effect, in an amount
sufficient to cover at least eighty percent (80%) of the replacement
cost (without depreciation) of such property and to prevent any
co-insurance provision from becoming effective.

5.1.2. GENERAL LIABILITY INSURANCE: Lessee shall obtain
Comprehensive general liability insurance (containing so-called
"occurrence clause") against claims for bodily injury, death, and
property damage occurring in or about the Leased Premises, including
but not limited to any streets, alleys, sidewalks or parking areas,
malls, vaults, passageways, or common areas adjoining or appurtenant
to the Leased Premises. Such insurance shall afford minimum
protection of $1,000,000.00 with respect to the personal injury or
death occurring or resulting from one occurrence and $100,000.00 with
respect to property damage.

5.1.3. OTHER INSURANCE REQUIRED: Lessee shall obtain such
other insurance in such amounts as may from time to time be reasonably
required by Lessor or any mortgagee against other insurable hazards
which at the time are commonly insured against in the case of premises
similarly situated.

SECTION 5.2. INCREASE IN POLICY LIMITS: If by reason of changed
economic conditions the insurance amounts referred to above become inadequate,
Lessee agrees to increase the amounts of such insurance promptly upon Lessor's
request. All policies of insurance carried by Lessee pursuant to this Lease
shall name Lessor and Lessee as insureds, and, if required, any mortgagee, as
their respective interests may appear; provided, however, that rent insurance
shall provide that the proceeds thereof shall be paid to Lessor solely and said
proceeds shall then be held by Lessor as security for the payment of the rent
provided for herein until restoration of the Leased Premises by Lessee. To the
extent Lessor receives and applies the proceeds of rent insurance, Lessee shall
receive a credit against net annual rent payable hereunder.

SECTION 5.3. RESPONSIBILITY FOR PREMIUMS: All premiums on policies
of insurance which Lessee is obligated to obtain shall be paid by Lessee. The
originals of such policies shall be delivered to Lessor except when such
originals are required to be held by any mortgagee, in which case certificates
of insurance shall be delivered to Lessor. Policies or certificates with
respect to renewal policies shall be delivered to Lessor by Lessee not

less than thirty (30) days prior to the expiration of the original policies, or
succeeding renewals, as the case may be, together with receipts or other
evidence that the premiums thereon have been paid for at least one year.
Premiums on polices shall not be financed in any manner whereby the lender, on
default or otherwise, shall have the right or privilege of surrendering or
canceling the policies; provided, however, that Lessee may pay premiums in
annual installments so long as such method of payment does not constitute a
default under any mortgage.

SECTION 5.4. LIMITATION OF OBLIGATION AND CANCELLATION: Each policy
of insurance required of Lessee under this Lease shall have attached thereto an
endorsement that such policy shall not be canceled or modified without at least
ten (10) days' prior written notice to Lessor, and, if required, to each
mortgagee. Each such policy shall contain a provision that no act or omission
of Lessee shall affect or limit the obligation of the insurer to pay the amount
of any loss sustained.

SECTION 5.5. SATISFACTION OF INSURER'S REQUIREMENTS: Lessee shall so
perform and satisfy the requirements of the companies writing any insurance
policies referred to in this Lease so that at all times insurers of recognized
responsibility satisfactory to Lessor shall be willing to issue or continue
such policies of insurance.

SECTION 5.6. APPROVED INSURERS: All insurance provided for in this
Lease shall be effected under valid and enforceable policies issued by insurers
of recognized responsibility which are licensed to do business in the State of
Indiana.

SECTION 5.7. WAIVER OF SUBROGATION: Each policy of insurance
provided for in this Lease shall contain the standard form of waiver of
subrogation.

SECTION 5.8. FAILURE TO SECURE INSURANCE: If Lessee, at any time
during the term hereof, fails to secure or maintain the insurance required
hereunder, Lessor shall be permitted to obtain such insurance in Lessee's name
or as the agent of Lessee and Lessee shall pay Lessor as additional rent the
cost of such insurance.

SECTION 5.9. INDEMNITY: Lessee, during the term hereof, shall
indemnify and save harmless Lessor from and against any and all claims and
demands, whether for injuries to persons or loss of life, or damage to
property, occurring on or about the Leased Premises and arising out of the use
and occupancy of the Leased Premises by Lessee.

SECTION 5.10. INSURANCE HAZARDS PROHIBITED: Lessee shall not commit
or permit any act or acts in or on the Leased Premises or use the Leased
Premises or suffer them to be used in any manner which will increase the
existing fire, liability, and other insurance rates on the Leased Premises or
which will cause a cancellation of any insurance policy covering the Leased
Premises or any portion thereof. Lessee shall not keep, hold, store, use, or
sell in or on the Leased Premises any product or article prohibited by the
standard

form fire insurance policy, as it now exists or may hereafter provide, covering
the Leased Premises and its contents, or permit or suffer any such product or
article to be kept, held, stored, used, or sold in or on the Leased Premises
and Lessee shall, at Lessee's sole expense, comply with any and all
requirements of Lessor's insurance carriers pertaining to the Leased Premises
necessary for the continued maintenance of fire and liability insurance at
standard rates of the Leased Premises and appurtenances thereto. If any act or
failure to act by Lessee shall cause an increase of insurance premiums paid by
Lessor, Lessee shall pay all such increases within fifteen (15) days of
Lessor's demand thereof.

SECTION 5.11. LESSOR'S INSURANCE OBLIGATION: Lessor may obtain its
own additional insurance on the Leased Premises in its own discretion.
However, the insurance obtained by Lessee shall be considered the primary
policy of insurance for any claim for damage to the Leased Premises. All
claims for damage shall be submitted to the insurers under policies of
insurance obtained by Lessee before any claim is submitted to insurers under
policies of insurance obtained by Lessor.

ARTICLE 6.
DEFAULT AND REMEDIES

SECTION 6.1. DEFAULT AND REMEDIES FOR DEFAULT: Each of the
following events shall be an "Event of Default" hereunder:

6.1.1. Failure of Lessee to pay any installment of rent or
any part thereof (including but not limited to failure to make any
deposit required under the terms of this lease) or any other payment
of money, costs, or expenses herein agreed to be paid by Lessee, after
fifteen (15) days written notice from Lessor;

6.1.2. Failure to observe or perform one or more of the other
terms, conditions, covenants, or agreements of this Lease and the
continuance of such failure for a period of 15 days after written
notice by Lessor specifying such failure (unless such failure requires
work to be performed, acts to be done, or conditions to be removed
which cannot by their nature reasonably be performed, done, or
removed, as the case may be, within such 15 day period, in which case
no default shall be deemed to exist so long as Lessee shall have
commenced to observe or perform the same within such 15 day period and
shall diligently and continuously prosecute the same to completion);

6.1.3. The filing of an application by Lessee for, or a
consent to the appointment of, a receiver, trustee, or liquidator of
itself or of all of its assets;

6.1.4. The filing by Lessee of a voluntary petition in
bankruptcy or the filing of a pleading in any court or record
admitting in writing its inability to pay its debts as they become
due;

6.1.5. The making by Lessee of a general assignment for the
benefit of creditors;

6.1.6. The filing by Lessee of an answer admitting the
material allegations of or consenting to or defaulting in answering a
petition filed against it in any bankruptcy proceeding;

6.1.7. The entry of an order, judgment, or decree by any
court of competent jurisdiction adjudging Lessee a bankrupt or
appointing a receiver, trustee, or liquidator of it, or all of its
assets, and such order, judgment, or decree continuing unstayed and in
effect for any period of sixty (60) consecutive days;

6.1.8. Abandonment of the Leased Premises by Lessee;

6.1.9. Assignment, sublease, or transfer in any manner of
this Lease or the estate of Lessee to any person, except in a manner
herein expressly permitted; or

6.1.10. A levy under execution or attachment shall be made
against Lessee or its property if such execution or attachment shall
not be vacated or removed by court order, bonding, or otherwise within
a period of thirty (30) days.

SECTION 6.2. NOTICE OF DEFAULT AND TERMINATION: If an Event of
Default shall occur, Lessor, at any time thereafter, may at its option give
notice thereof to Lessee stating that this Lease and the term hereby demised
shall expire and terminate on the date specified in such notice, and upon the
date specified in such notice, this Lease and the term hereby demised, and all
rights of Lessee under this Lease shall expire and terminate as if that date
were the date herein definitely fixed for the termination of the term of this
Lease. Lessee shall thereupon quit and surrender the Leased Premises but shall
remain liable as hereinafter provided. After any such termination Lessor may
at its option file a written declaration of termination in the official records
of the county in which the Leased Premises are located, which written
declaration shall be deemed a conclusive termination of this Lease.

SECTION 6.3. REENTRY BY LESSOR: If any Event of Default shall occur,
Lessor may without notice, reenter and repossess the Leased Premises using such
force for that purpose as may be necessary without being liable to indictment,
prosecution, or damages therefor, and Lessee shall nevertheless remain liable
as hereinafter provided for the remainder of the term hereof. If Lessor shall
so reenter, Lessor may repair and alter the Leased Premises in such manner as
Lessor may deem necessary or advisable, and/or let

or relet the Leased Premises or any parts thereof for the whole or any part of
the remainder of the term hereof or for a longer period, in Lessor's name or as
agent of Lessee, and out of any rent collected or received as a result of such
letting or reletting Lessor shall first receive payment for the cost and
expense of retaking, repossessing, repairing and/or altering the Leased
Premises, and the cost and expense of removing all persons and property
therefrom; second, receive payment for the cost and expense sustained in
securing any new lessees, and if Lessor shall maintain and operate the Leased
Premises, the costs and expense of operating and maintaining the Leased
Premises; and, third, receive payment for any balance remaining on account of
the liability of Lessee to Lessor. No reentry by Lessor shall absolve or
discharge Lessee from liability hereunder. Lessor shall not be responsible or
liable for any failure to relet the Leased Premises or any part thereof, or for
any failure to collect any rent due on any such reletting. If any rent so
collected by Lessor after the aforementioned payments be insufficient to fully
pay to Lessor a sum equal to all such rent and other payments and charges
reserved herein, the deficiency shall be paid by Lessee on the dates herein
specified for payment of rent.

SECTION 6.4. REMEDIES CUMULATIVE: No remedy herein or otherwise
conferred upon or reserved to Lessor shall be considered to exclude or suspend
any other remedy, but the same shall be cumulative and shall be in addition to
every other remedy given hereunder, or now or hereafter existing at law or in
equity or by statute. Every power and remedy given by this Lease to Lessor may
be exercised from time to time and so often as occasion may arise or as may be
deemed expedient.

ARTICLE 7.
ENVIRONMENTAL OBLIGATIONS

SECTION 7.1. DEFINITIONS: The following definitions apply to the
use of such words used in this Article.

7.1.1. ENVIRONMENTAL LAWS: "Environmental Laws" refer to any
federal, state or local statute, rule, regulation or ordinance
relating to the environment, including, without limitation, the Clear
Air Act, 42 U.S.C. Section 7401, et seq.; the Clean Water Act, 33
U.S.C. Section 1251, et seq.; the Solid Waste Disposal Act, 42 U.S.C.
Section 6901, et seq.; the Comprehensive Environmental Response
Compensation and Liability Act, 42 U.S.C. Section 9601, et seq.; the
Emergency Planning and Community Right-to-Know Act, 42 U.S.C. Section
11001, et seq., together with any parallel or similar state laws, and
all rules and regulations promulgated pursuant thereto.

7.1.2. HAZARDOUS SUBSTANCE: "Hazardous Substance" refers to
the following:

a. any "hazardous substance" or "pollutant or
contaminant" as defined by Environmental Laws;

b. petroleum, including crude oil or any faction
thereof;

c. any chemical substance or mixture which is deemed
to present an unreasonable risk of injury to health or the
environment or to be imminently hazardous so as to warrant
restrictions on its manufacture, use or distribution in
commerce; and

d. radon.

7.1.3. CONTAMINATION AT THE LEASED PREMISES: The presence
at, on, in or under the Leased Premises, or in the groundwater beneath
the Leased Premises, of any hazardous substance in a quantity or
concentration which would:

a. require the owner or operator of the Leased
Premises to "respond" to such contamination or to incur
"response" costs as a result of such contamination;

b. present a substantial endangerment to the public
health, welfare or the environment; or

c. have a materially adverse effect on the market
value of the Leased Premises or of any adjacent property.

The term includes contamination on any adjacent property resulting
from activities related to Lessee's occupancy or use of the Leased
Premises.

7.1.4. RESPOND OR RESPONSE: "Respond" and "Response" shall
have the meaning ascribed to them in 42 U.S.C. Section 9601.

7.1.5. MATERIAL: When used to describe a violation of an
environmental law, "Material" shall mean any such violation:

a. for which any permit or license needed to
construct or operate any equipment or process may be
suspended, terminated or revoked;

b. for which monetary penalties, including punitive
damages, in excess of $999.00 could be imposed;

c. which would constitute a criminal violation; or

d. which would require the expenditure of more than
$999.00 to correct;

e. which could result in the imposition of
additional restrictions or conditions on the process rate or
hours of operation of equipment or a process which would not
otherwise have been imposed except for the violation.

The terms also include any commission, omission, activity or condition
which would prevent or impair Lessee's ability to transfer any
existing permit or to obtain a permit or license required to operate
any equipment or process at the Leased Premises.

SECTION 7.2. STORAGE TANKS: Lessee shall not install or make use of
underground storage tanks or outside storage tanks for any purpose whatsoever
without the express written consent of Lessor. Lessor shall not be obligated
to exercise reasonableness in the determination of whether to grant or withhold
such consent, it being agreed that the risks associated with the installation
of such tanks are beyond the objects of this Lease. This restriction shall
also apply to any storage tanks which may be located upon the Leased Premises
at the commencement of this Lease.

SECTION 7.3. ENVIRONMENTAL WARRANTIES AND COVENANTS: Lessee hereby
represents and warrants and agrees that:

7.3.1. Lessee will not cause any Contamination at the Leased
Premises;

7.3.2. Lessee will not cause any Material violations of any
Environmental Law at the Leased Premises;

7.3.3. Lessee shall not arranged for the transport, treatment
or disposal of any hazardous substance generated at the Leased
Premises to any off-site property which appears on the National
Priorities List established under 42 U.S.C. Section 9605(a)(F)(B), or
any state list which identifies facilities for Response activities or
investigation;

7.3.4. All federal, state and local environmental permits,
licenses or authorizations required to construct or operate any
process, facility or equipment at the Leased Premises will be obtained
by Lessee; and

7.3.5. Lessee will complete all environmental investigations,
studies, sampling and analysis necessary to establish, to the greatest
extent practicable, the accuracy of the foregoing representations.

SECTION 7.4. ADDITIONAL ENVIRONMENTAL WARRANTIES AND COVENANTS:
Lessee further represents, warrants and covenants to Lessor that Lessee will:

7.4.1. do all things necessary to ensure that the
representations and warranties set forth in Section 7.3 continue to
be accurate and true;

7.4.2. operate all facilities, processes, operations and
equipment at the Leased Premises so as not to cause, suffer or allow
any Contamination at the Leased Premises, or any Material violation of
any Environmental Law;

7.4.3. institute sufficient control programs, policies or
policies to prevent any Hazardous Substance generated at the Leased
Premises from being transported to any off-site facility which is, or
is likely to be, included on any list referenced in Section 7.3.3
above;

7.4.4. permit Lessor access to the Leased Premises for the
purpose of investigating Lessee's continued compliance with the
representations, warranties and covenants contained in Sections 7.3
and 7.4; and

7.4.5. promptly notify Lessor in writing of any claim,
notice, occurrence or condition which would cause any representation,
warranty or covenant to be incorrect, and to promptly take all steps
necessary to correct, mitigate or ▇▇▇▇▇ such occurrence or condition.

SECTION 7.5. BREACH OF ENVIRONMENTAL WARRANTIES AND COVENANTS: Any
breach of the representations, warranties or covenants contained in Sections
7.3 and 7.4 shall be deemed an Event of Default.

SECTION 7.6. ENVIRONMENTAL INVESTIGATION AND NON-WAIVER: The
exercise of Lessor's rights under Section 7.4.5 shall not be or be deemed to be
a waiver of Lessor's right to assert the existence of any event of default or
of Lessor's right to exercise any other remedy provided by this Lease.

ARTICLE 8.
CONDEMNATION

SECTION 8.1. "EMINENT DOMAIN" DEFINED: "Eminent domain" is the power
to take private property for public or quasi-public use. As used in this
Lease, the words "condemned" and "condemnation" are coextensive with such
right, and a voluntary conveyance by Lessor to the condemnor under threat of a
taking under the power of eminent domain in lieu of or after commencement of
formal proceedings shall be deemed to be such a taking within the meaning of
this Lease.

SECTION 8.2. "TOTAL CONDEMNATION" DEFINED: As used in this Lease,
the terms "total condemnation" and "total taking" mean the taking of the entire
Leased Premises

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under the power of eminent domain or a taking of so much of the Leased Premises
under such power as to prevent or substantially impair the conduct of Lessee's
business thereon.

SECTION 8.3. "PARTIAL CONDEMNATION" DEFINED: As used in this Lease,
the terms "partial condemnation" and "partial taking" mean the taking of a
portion of the Leased Premises under the power of eminent domain where such
taking does not constitute a total taking as defined in this Lease.

SECTION 8.4. EFFECT OF TOTAL CONDEMNATION:

8.4.1. TERMINATION OF LEASEHOLD: In the event that there is
a total condemnation of the Leased Premises during the lease term or
any extension hereof, the leasehold estate hereby created shall cease
and terminate as of the date title to the property is taken by the
condemnor or at the time the condemnor is authorized to take
possession of the property as stated in an order for possession,
whichever is earlier.

8.4.2. DISPOSITION OF AWARD: Upon such total condemnation as
in this Section provided, all compensation and damages for such taking
shall belong to and be the sole property of Lessor, and Lessee shall
have no claim thereto and hereby irrevocably assigns and transfers to
Lessor all right, title and interest Lessee may have to compensation
for damages to which Lessee may become entitled thereby.
Notwithstanding the foregoing, Lessee shall be entitled to receive any
award made for the taking of or damage to Lessee's trade fixtures and
any Improvements made by Lessee to the Leased Premises which Lessee
would have had the right to remove on expiration or earlier
termination of this Lease but for the condemnation and for any
reasonable and necessary moving expenses.

8.4.3. RENT OBLIGATION: Upon termination of this Lease by a
total condemnation of the Leased Premises, all rents and other charges
payable by Lessee to or on behalf of Lessor under the provisions of
this Lease shall be paid up to the date on which actual physical
possession of the Leased Premises shall be taken by the condemnor.
The parties hereto shall thereafter be released from all further
liability in relation thereto.

SECTION 8.5. EFFECT OF PARTIAL CONDEMNATION:

8.5.1. TERMINATION OF LEASEHOLD: In the event that there is
a partial condemnation of the Leased Premises during the lease term or
any extension hereof, this Lease shall terminate as to the portion of
the Leased Premises so taken on the date title to the property is
taken by the condemnor or at the time the condemnor is authorized to
take possession of the property as stated in an order for possession,
whichever is earlier.

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8.5.2. DISPOSITION OF AWARD: Upon such partial condemnation,
all compensation and damages for such partial condemnation shall
belong to and be the sole property of Lessor, and Lessee shall have no
claim thereto and hereby irrevocably assigns and transfers to Lessor
all right, title and interest Lessee may have to compensation for
damages to which Lessee may become entitled thereby. Notwithstanding
the foregoing, Lessee shall be entitled to receive any award made for
the taking of or damage to Lessee's trade fixtures and any
Improvements made by Lessee to the Leased Premises which Lessee would
have had the right to remove on expiration or earlier termination of
this Lease but for the condemnation.

8.5.3. REPAIR OF THE LEASED PREMISES: In the event the
Leased Premises are condemned in an amount which is less than
twenty-five percent (25%) of the cost of replacement of the Premises,
the damage to that portion of the Leased Premises and the improvements
shall promptly be repaired by Lessor, at Lessor's expense, except
under the conditions hereinafter stated. Lessor shall not be
obligated to expend for such repairs an amount in excess of the
condemnation proceeds recovered. In no event shall Lessor be required
to repair or replace Lessee's stock-in-trade, trade fixtures,
furniture, furnishings, or other property of Lessee. In the event of
a condemnation and (a) Lessor is not required to repair as hereinabove
provided, or, (b) the Leased Premises are condemned to the extent of
twenty-five percent (25%) or more of the cost of replacement of the
Leased Premises, or (c) such condemnation occurs during the last year
of the term of this Lease, and Lessor and Lessee do not agree upon an
extension of this Lease or Lessee fails to exercise its option to
renew this Lease should there be such right, Lessor may elect either
to repair or rebuild the Leased Premises or to terminate this Lease by
giving Lessee thirty (30) days notice of the same. If the repairing
or rebuilding of the Leased Premises renders the Leased Premises
untenantable, in whole or in part, a proportionate abatement of the
Base Rent shall be allowed from the date when the condemnation
occurred until the date Lessor completes the repairs or rebuilding,
the proportion to be computed on the basis of the relation which the
untenantable portion of the Leased Premises bears to the gross square
foot area of the Leased Premises. If Lessor is required or elects to
repair the Leased Premises as herein provided, Lessee shall repair or
replace its stock-in-trade, trade fixtures, furniture, adornments,
special equipment, and all other items of personal property of Lessee
located on or within the Leased Premises and all Improvements
previously installed by Lessee upon the Leased Premises. Such repair
and replacement by Lessee shall be in a manner and in a condition at
least equal to that existing prior to the damage or destruction.

8.5.4. RENT OBLIGATION: Upon termination of this Lease in
whole or in part as herein provided, all rentals and other charges
payable by Lessee to or on behalf of Lessor hereunder shall be paid up
by Lessee to the date on which actual physical possession shall be
taken by the condemnor, and, Lessee shall thereafter be liable

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only for rent in an amount in proportion to the amount of the Leased
Premises remaining.

ARTICLE 9.
MISCELLANEOUS RIGHTS AND DUTIES

SECTION 9.1. ASSIGNMENT AND SUBLETTING: Lessee shall not assign any
interest in this Lease or sublet the Leased Premises, or any part thereof,
without the express written consent of Lessor obtained in advance which consent
shall not be unreasonably withheld or delayed.

SECTION 9.2. INSPECTION BY LESSOR: Upon reasonable prior notice,
Lessor shall have the right to inspect the Leased Premises at any time during
normal business hours and during the last ninety (90) days of the term of this
Lease, to advertise the Leased Premises as for sale or rent and to enter the
Leased Premises for the purpose of showing the same to prospective lessees or
purchasers.

SECTION 9.3. NON-WAIVER: Any waiver by Lessor of any Event of
Default or breach of this Lease shall not be construed as a waiver of
subsequent Events of Default or breaches which may be committed by Lessee, and
failure of Lessor to exercise any right or remedy herein granted to Lessor
shall not operate as a waiver of such right or remedy.

SECTION 9.4. WAIVER OF LESSOR LIABILITY: Lessor shall not be liable
for any damage either to person or property sustained by Lessee or by other
persons due to any act or neglect of any other person other than Lessor, its
employees, agents, invitees, Licensees, or contractors. If any damage shall be
caused to the Leased Premises by the acts or neglect of Lessee, its employees,
agents, invitees, licensees, or contractors, Lessor may, at its option, repair
such damage, and Lessee shall on demand reimburse Lessor for any amount
expended. Lessee further agrees that all personal property upon the Leased
Premises, whether belonging to Lessee or to any other person, shall be at the
risk of Lessee only, and Lessor shall not be liable for any damage thereto or
theft thereof. Lessee hereby waives any claim against Lessor, including
incidental and consequential damages, arising from, through or in any manner
related to this Lease, the Leased Premises, Lessor's negligence or Lessor's
obligations hereunder.

SECTION 9.5. CONDITION OF LEASED PREMISES: The Leased Premises are
leased to Lessee "AS IS". Lessor makes no representation or warranty of any
kind concerning the condition of the Leased Premises. Lessee assumes all
obligations for the care and maintenance of the Leased Premises not
specifically assumed herein by Lessor.

SECTION 9.6. LESSOR'S WARRANTIES: Lessor warrants that Lessee shall
have peaceful possession and quiet enjoyment of the Leased Premises during the
term of this Lease (including any renewal thereof) and that Lessee may use the
same in the manner

provided in Section 1.4, including any activities which are ancillary or
incident to such use; provided, however, that Lessee shall, at its own cost and
expense, obtain any and all licenses and permits necessary for any such use.

SECTION 9.7. HOLDOVER PROVISIONS: If Lessee fails to notify Lessor
in the manner provided in this Section of its intention to exercise this option
and thereafter remains on the Leased Premises upon the expiration of the term
of this Lease, Lessor may determine that no tenancy of any duration shall be
created; that a tenancy shall exist and be deemed to continue for month to
month; or that Lessee has exercised its option to renew and extend as provided
by this Section and in such latter event both Lessor and Lessee shall be bound
by the terms of such renewal and extension. If Lessor deems the tenancy to
continue for month to month it shall so continue at One and one-half (1 1/2)
times the monthly installment of Base Rent above provided and on the terms
herein expressed where applicable.

SECTION 9.8. ABANDONED PERSONAL PROPERTY AND LIENS: At Lessor's
election and demand, Lessee shall remove all of Lessee's personal property from
the Leased Premises at the termination of the tenancy hereby created or at any
time Lessee vacates the Leased Premises or fails to occupy the same for 15
days, whichever first occurs. In the event Lessee fails to remove Lessee's
stock-in-trade, trade fixtures, furniture, adornments, special equipment, and
all other items of personal property of Lessee located on or within the Leased
Premises and all Improvements installed by Lessee upon the Leased Premises as
may be required hereunder, Lessor shall have no obligation to store or protect
the same and may dispose of the same without notice to Lessee in any manner,
including without limitation, by:

gift of the same to charity;

disposal of the same as rubbish; and

sale of the same in any manner.

In the event such personal property is sold, Lessor shall be entitled to
compensation for the costs of such sale including, without limitation, an
amount equal to the value of Lessor's labor. If Lessee makes no claim to the
proceeds of any such sale within six (6) months thereof, all such proceeds
shall become the property of Lessor.

SECTION 9.9. LESSOR'S LIEN: The rent hereunder and each and every
installment thereof, and all costs, reasonable attorneys' fees, or other
expenses which may be incurred by Lessor in enforcing the provisions of this
Lease, or on account of any delinquency of Lessee in carrying out the
provisions of this Lease, shall be and hereby are declared to constitute a
valid lien upon the interest of Lessee in this Lease and the stock-in-trade,
trade fixtures, furniture, adornments, special equipment, and all other items
of personal property of Lessee located on or within the Leased Premises and all
Improvements installed by

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Lessee upon the Leased Premises. Lessor is hereby authorized by Lessee, at
Lessor's expense, to cause this Lease, or any statement or other instrument in
respect to this Lease showing the interest of Lessor in the property of Lessee,
including Uniform Commercial Code Financing Statements to be filed or recorded
and refiled and rerecorded. Lessee further grants Lessor the right to file such
statements without Lessee's signature.

SECTION 9.10. SUBORDINATION: Lessor reserves the right to subject
and subordinate this Lease to the lien of any mortgage hereafter placed upon
the Leased Premises or the land and building of which the Leased Premises are a
part, provided that the Lease will only be subordinate if Lessee receives a
non-disturbance agreement.

SECTION 9.11. INDIANA RESPONSIBLE PROPERTY TRANSFER ACT: If, during
the term of this Lease, Lessor transfers the Leased Premises, Lessee shall
provide such information required by the Indiana Responsible Property Transfer
Act ("Act"), Ind. Code 13-7-22.5-1, et seq., to enable Lessor to deliver the
environmental disclosure document for transfer of real property, as required by
the Act.

ARTICLE 10.
ADMINISTRATION AND ENFORCEMENT

SECTION 10.1. ATTORNEYS' FEES AND COSTS: If litigation occurs
between the parties, the successful party shall pay and discharge all
reasonable costs, attorney's fees and expenses that shall be made and incurred
by the successful party in enforcing the covenants and agreements of this
Lease, including the agreement to deliver possession for any reason herein
provided.

SECTION 10.2. FORCE MAJEURE: If Lessor or Lessee is delayed or
prevented from the performance of any act required by this Lease by reason of
an act of God, strikes, lockouts, labor troubles, inability to procure
materials, restrictive governmental laws or regulations, or any other cause
without fault and beyond the reasonable control of Lessor, performance of such
act shall be excused for the period of the delay. The performance of such act
shall be extended for a period equivalent to the period of such delay,
provided, however, that nothing in this Section shall excuse Lessor from the
prompt payment of any sum or charge required except as may be expressly
provided elsewhere in this Lease.

SECTION 10.3. ADDITIONAL DOCUMENTS: Lessor agrees to assist and
cooperate in any application or petition to any governmental authority
necessary or convenient to obtain any permit, license, or approval of such
authority as needed for Lessee's Use and to sign any additional documents, as
landowner, necessary or convenient to such application or petition. Such
assistance shall be without cost or expense to Lessor and shall not create any
obligation for the payment of any expense by Lessor. Any such cost and expense
to be incurred by Lessor shall be paid in advance by Lessee.

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SECTION 10.4. NOTICES: Except as may be otherwise specifically
provided in this Agreement, all notices required or permitted hereunder shall
be in writing and shall be deemed to be delivered when deposited in the United
States mail, postage prepaid, Registered or Certified mail, return receipt
requested, addressed to Lessor or Lessee, as the case may be, at the addresses
shown above in Article 1. or at such other addresses as the parties may specify
in writing. Notwithstanding the foregoing, notice to Lessee shall be
sufficient if mailed to the Leased Premises in the manner specified in this
Section or if conspicuously posted thereon.

SECTION 10.5. INDIANA LAW TO APPLY: This Lease shall be construed
under and in accordance with the laws of the state of Indiana and all
obligations of the parties created hereunder are performable in that state.

SECTION 10.6. HEADINGS: The headings used in this Lease are used for
administrative purposes only and do not constitute substantive matters to be
considered in construing the terms of this Lease.

SECTION 10.7. PARTIES BOUND: This Lease is binding on and shall
inure to the benefit of the parties and their respective heirs, executors,
administrators, legal representatives, successors and assigns as permitted by
this Lease.

SECTION 10.8. CONSTRUCTION: This Lease shall not be strictly
construed against any party.

SECTION 10.9. SEVERABILITY: In case any one or more of the
provisions contained in this Lease shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect other provisions hereof, and this Lease
shall be construed as if such invalid, illegal or unenforceable provisions had
never been contained herein.

SECTION 10.10. COUNTERPARTS: This Lease may be executed in any
number of counterparts and each such counterpart shall, for all purposes, be
deemed to be an original.

SECTION 10.11. GENDER: Wherever the context shall so require, all
words in the masculine gender shall be deemed to include the feminine or neuter
gender; all singular words shall include the plural; and, all plural words
shall include the singular.

SECTION 10.12. PRIOR LEASES SUPERSEDED: Except as otherwise
specifically referred to in this Lease, this Lease supersedes any prior
understandings, written or oral, among the parties respecting the within
subject matter.

SECTION 10.13. MEMORANDUM OF LEASE: Lessor and Lessee agree to
execute a Memorandum of Lease and to file the same in the Office of the
Recorder of the county in

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which the Leased Premises is located. Neither party shall cause this Lease to
be recorded.

SECTION 10.14. MODIFICATION: This Lease shall not be modified except
through written instrument or superseding lease executed by the parties hereto,
their successors in interest, or their lawful representatives.

SECTION 10.15. ENTIRE AGREEMENT: This Lease and the exhibits
attached hereto, if any, set forth all of the covenants, promises, and
agreements between Lessee and Lessor concerning the Leased Premises. There
are no covenants, promises, agreements, conditions, or understandings, either
oral or written, other than herein set forth. No subsequent alteration,
amendment, change, or supplement to this Lease shall be binding unless such
alteration, amendment, change or supplement is made in writing and executed by
Lessor and Lessee.

SECTION 10.16. WARRANTIES OF PERSONS SIGNING: Each of the person
executing this Lease on behalf of an entity represents and warrants that he or
she is lawfully entitled so to do and bind that entity hereto.

IN WITNESS WHEREOF, Liddell L.L.C., Lessor, and Systems Management,
Inc., Lessee, have executed this Lease on the date first above written.

"SYSTEMS MANAGEMENT, INC." "LIDDELL L.L.C." AN INDIANA LIMITED
LIABILITY COMPANY

BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------- ----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, PRESIDENT ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, MANAGING MEMBER

MEDICAL MANAGER CORPORATION BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, MANAGING MEMBER

BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇
----------------------------
▇▇▇▇ ▇. ▇▇▇▇, PRESIDENT

STATE OF INDIANA: )

) SS:
ST. ▇▇▇▇▇▇ COUNTY: )

Before me the undersigned, a Notary Public in and for said County and
State, personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, for and on behalf of Systems
Management, Inc., and acknowledged the execution of the foregoing Commercial
Lease as his voluntary act and deed for the purposes therein set forth.

WITNESS my hand and notarial Seal this 23rd day of December, 1996.

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Notary Public

----------------------------------------
Print Name
Residing in St. ▇▇▇▇▇▇
----------------------------
County
My Commission Expires: June 27, ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
-------------

▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇: )
) SS:
ST. ▇▇▇▇▇▇ COUNTY: )

Before me the undersigned, a Notary Public in and for said County and
State, personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, for and on behalf of Liddell
L.L.C., and acknowledged the execution of the foregoing Commercial Lease as his
voluntary act and deed for the purpose therein set forth.

WITNESS my hand and notarial Seal this 23rd day of December, 1996.

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Notary Public

▇▇
▇▇

▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇: )
) SS:
ST. ▇▇▇▇▇▇ COUNTY: )

Before me the undersigned, a Notary Public in and for said County and
State, personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, for and on behalf of Liddell
L.L.C., and acknowledged the execution of the foregoing Commercial Lease as his
voluntary act and deed for the purpose therein set forth.

WITNESS my hand and notarial Seal this 23rd day of December, 1996.

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Notary Public

▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ )
) SS:
Hillsborough COUNTY )

Before me the undersigned, a Notary Public in and for said County and
State, personally appeared ▇▇▇▇ ▇. ▇▇▇▇, President of Medical Manager
Corporation, for and on behalf of said corporation, and acknowledged the
execution of the foregoing Commercial Lease as his voluntary act and deed for
the purpose therein set forth.

WITNESS my hand and notarial Seal this 11th day of December, 1996.

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Notary Public

----------------------------------------
Print Name
Residing in Hillsborough
----------------------------
County
My Commission Expires:April 24, 2000 State of Florida
--------------

ARTICLE 2. RENT AND LEASE TERM

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