TABLE OF CONTENTS


PARAGRAPHS                                                          PAGE NO.

1.    REFERENCE DATA

      1.1   Basic Information and Provisions                            3

      1.2   Exhibits                                                    6

      1.3   Special Provisions                                      6,7,8,9, 10

2.    PREMISES                                                         11

3.    TERM                                                             11

4.    CONSTRUCTION                                                     11

5.    USE                                                              14

6.    RENT                                                             14

7.    ADDITIONAL RENT                                                  14

8.    SERVICES/UTILITIES                                               18

9.    TENANT'S ACCEPTANCE AND MAINTENANCE
            OF PREMISES;  LANDLORD'S DUTIES
            AND RIGHTS                                                 18

10.   DAMAGES TO PREMISES                                              20

11.   ASSIGNMENT - SUBLEASE                                            22

12.   TENANT'S COMPLIANCE - INSURANCE REQUIREMENTS                     22

                                       1
<PAGE>


13.   SUBORDINATION - ATTORNMENT -- LANDLORD
            FINANCING                                                  25

14.   SIGNS                                                            26

15.   ACCESS TO PREMISES                                               26

16.   DEFAULT                                                          26

17.   PROPERTY OF TENANT                                               27

18.   EMINENT DOMAIN                                                   28

19.   QUIET ENJOYMENT                                                  28

20.   SECURITY DEPOSIT                                                 28

21.   NOTICES                                                          28

22.   HOLDING OVER                                                     29

23.   BROKER'S COMMISSIONS                                             30

24.   ENVIRONMENTAL COMPLIANCE                                         30

25.   RIGHT TO RELOCATE                                                32

26.   MISCELLANEOUS                                                    32


                                       2
<PAGE>

      THIS LEASE made this 15 day of April, 1999 by and between Landlord and
Tenant.

                                   PARAGRAPH 1

                                 REFERENCE DATA

               PARAGRAPH 1.1  BASIC INFORMATION AND PROVISIONS

      Each reference in this Lease to any of the following subjects shall be
construed to incorporate the data stated for that subject in this Paragraph 1.1:

LANDLORD: University Place Associates, a North Carolina general partnership

AGENT: Craig Davis Properties, Inc.

MANAGING AGENT'S ADDRESS:
3605 Glenwood Avenue, 435 UCB Plaza, Raleigh, North Carolina 27612

LANDLORD'S REPRESENTATIVE:  Richard A. Moehring

TENANT'S SPACE (the "Premises"): 21,429 rentable square feet, including fixtures
affixed to the Building within the space leased and lab furniture and equipment
previously leased by Eli Lilly and Company

BUILDING: Two University Place, The Campus at University Place, Durham, North
Carolina

TENANT: Trimeris, Inc., a Delaware corporation

TENANT'S ADDRESS (prior to occupancy):  Two University Place, Suite 100, 4727
University Drive, Durham, North Carolina, 27707

NAME AND ADDRESS TO SEND RENT: Craig Davis Properties, Inc., 3605 Glenwood
Avenue, 435 UCB Plaza, Raleigh, North Carolina 27612

TENANT'S REPRESENTATIVE:   Matthew A. Megaro

TENANT'S BROKER: Corporate Realty Advisors

                                                INITIALS:

                                                Landlord: /s/ CMD
                                                         -------------------
                                                Tenant: /s/ MM
                                                       ---------------------

                                       3
<PAGE>


RENTABLE FLOOR AREA OF PREMISES: _21,429 square feet

TOTAL RENTABLE FLOOR AREA OF THE BUILDING:  38,818 square feet

TENANT'S DESIGN COMPLETION DATE:  N/A

      Check one:  Complete Plans_______Interior selections

TERM COMMENCEMENT DATE: October 1, 1999

RENTAL COMMENCEMENT DATE: October 1, 1999

TERM EXPIRATION DATE: September 30, 2002

INITIAL LEASE TERM: 3 years

BASE RENT:        $428,580.00/yr.         $35,715.00/mo         ($20.00/r.s.f.)

LANDLORD'S BASE OPERATING
EXPENSES ALLOCABLE
TO TENANT **      $70,287.12/yr.          $5,857.26/mo.         ($3.28 /r.s.f.)

FIXED RENT:       $498,867.12/yr.         $41,572.26/mo.        ($23.28/r.s.f.)

      **    LANDLORD'S BASE OPERATING EXPENSES (ESTIMATED):

                        $127,323.04.00/yr.      $10,610.25/mo.

                        ($ 3.28  per rentable square foot/yr.)

      TENANT'S PROPORTIONATE SHARE OF LANDLORD'S BASE OPERATING   EXPENSES:

                                     55.20%

                                                INITIALS:

                                                Landlord: /s/ CMD
                                                         ---------------
                                                Tenant: /s/ MM
                                                        ----------------

                                       4
<PAGE>

ESCALATIONS:    Fixed Rent is to be escalated in accordance with the terms of

                Special Provision No. 2.

FIRST 12-MONTH PERIOD IN WHICH TENANT PAYS BASE RENT ESCALATION:

      Year commencing October 1, 2000

FIRST 12-MONTH PERIOD IN WHICH TENANT PAYS INCREASE IN LANDLORD'S BASE OPERATING
EXPENSE ALLOCABLE TO TENANT:

      Year commencing October 1, 2000

TENANT IMPROVEMENT REIMBURSEMENT TO LANDLORD:  N/A

SECURITY DEPOSIT:  $    N/A

GUARANTORS: N/A

PERMITTED  USES:  General  office,  lab  space,  research  and  development,
manufacturing of pharmaceuticals for research purposes

TENANT'S PUBLIC LIABILITY INSURANCE: Commercial General Liability insurance
policies or Comprehensive General Liability insurance policies with a Broad Form
Comprehensive Liability Endorsement including Contracted Insurance and with a
combined single limit of at least $1,000,000.00 per occurrence on a per location
basis
and including:

            Bodily Injury:          $1,000,000.00

            Property Damage:        $1,000,000.00


                                                INITIALS:

                                                Landlord: /s/ CMD
                                                         -------------------
                                                Tenant:  /s/ MM
                                                         -------------------

                                       5
<PAGE>

                        PARAGRAPH 1.2  EXHIBITS

      The exhibits  listed below when checked are  incorporated  in this Lease
and made a part by reference.

___X____    EXHIBIT A   The Premises

___X____    EXHIBIT B   Complete Plans and Specifications for Tenant
                        Improvements

___X____    EXHIBIT C   Building Rules and Regulations

___X____    EXHIBIT D   Legal Description of Lot on which Building is located

__N/A___    EXHIBIT E   Lease Guaranty

___X____    EXHIBIT F   Commencement Letter

__N/A___    EXHIBIT G   Outline of  "janitorial services"


                  PARAGRAPH 1.3  SPECIAL PROVISIONS

      Any special terms or provisions of this Lease, if not typed below, are
attached immediately following this page as page(s) 7, 8, 9 and 10 and all such
terms and provisions are and shall be considered a part of this Lease. In the
event any special terms or provisions conflict with any other term or provision
of this Lease, the special terms and provisions shall control.




                                                INITIALS:

                                                Landlord: /s/ CMD
                                                         -------------------
                                                Tenant: /s/ MM
                                                        --------------------

                                       6
<PAGE>

                     PARAGRAPH 1.3   SPECIAL PROVISIONS


1. Construction. The provisions of Paragraph 4 of the Lease are hereby deleted.

2. Annual Base Rent Escalations. On October 1, 2000 and every twelve (12) months
thereafter (including the Extended Term, if applicable), Base Rent shall be
increased and be payable according to the following schedule:

Lease Term                                Monthly Base Rent

Commencement date - September 30, 2000          $ 35,715.00 ($20.00/r.s.f.)
October 1, 2000 - September 30, 2001            $ 36,768.59 ($20.59/r.s.f.)
October 1, 2001 - September 30, 2002            $ 37,840.04 ($21.19/r.s.f.)

Extended Term                             Monthly Base Rent

October 1, 2002 - September 30, 2003            $ 38,054.33 ($21.31/r.s.f.)
October 1, 2003 - September 30, 2004            $ 39,197.21 ($21.95/r.s.f.)
October 1, 2004 - September 30, 2005            $ 40,375.81 ($22.61/r.s.f.)

      The provisions of Paragraph 7(c)(i) are hereby deleted.

3. Ground Rent Exclusion. All references to ground rents in Paragraph 7 of the
Lease are hereby deleted.

4. Landlord's Operating Expense Exclusion. In addition to the items excluded
from the definition of "Landlord's Operating Expenses" contained in Paragraph 7
of the Lease, the following items shall also be excluded: (i) expenditures
required by Landlord's failure to comply with laws, statutes or ordinances; (ii)
expenditures incurred by Landlord for the repair of casualty damage to the
Building; (iii) costs incurred with respect to the installation of tenant
improvements made for tenants in the Building or incurred in renovating or
otherwise improving, decorating, painting or redecorating vacant space for other
occupants of the Building; (iv) attorneys' fees and other costs and expenses
incurred in connection with negotiations or disputes with prospective or actual
tenants of the Building or litigation to collect rent from tenants from the
Building; (v) costs incurred by Landlord for alterations which are considered
improvements and replacements under general accepted accounting principles,
consistently applied, except as expressly provided herein; (vi) costs of a
capital nature, including, without limitation, improvements, equipment and
tools, as determined in accordance with general accepted accounting principles,
consistently applied; (vii) expenses in connection with services or other
benefits which are not offered to Tenant or for which Tenant is charged directly
but which are provided to another tenant or occupant of the Building; (viii)
Landlord's general corporate overhead; (ix) cost incurred by Landlord due to the
violation by Landlord or any other tenant of the terms and conditions or any
lease or space in the Building; (x) rentals and other related expenses incurred
in leasing air conditioning systems, elevators or equipment ordinarily
considered to be of a capital nature; (xi) damage and repairs attributable to
fire or other casualty insured by Landlord or covered by insurance Landlord is
required to carry, whichever is greater; (xii) damage and repairs necessitated
by the negligence or willful misconduct of Landlord or Landlord's employees,
contractors or agents; (xiii) costs associated with the removal, testing,
abatement, containment or any remedy necessary because of the existence of
hazardous waste on the property; and (xiv) income, franchise or similar taxes
payable by Landlord relating to the ownership of the Building, except rental
income tax if such income ever becomes subject to taxation.

                                       7
<PAGE>

5. Right of First Offer. Tenant is hereby granted a right of first offer to
lease contiguous space (the "ROFO Space") in the Building. If all or any portion
of the ROFO Space becomes available for lease, and on the condition that Tenant
has fully complied with all the terms and conditions of this Lease and is not in
default under any of the terms hereof after the applicable cure period, if any,
Landlord shall give notice to Tenant of Landlord's intent to lease the ROFO
Space to an identified prospect (the "Prospect"), and Tenant shall have ten (10)
days after receipt of such notice within which to give Landlord written notice
of whether Tenant desires to exercise its right of first offer to lease said
space under the same terms and conditions of this Lease (including the rental
rate as escalated) and for a term of not less than three (3) years. The failure
of Tenant to so notify Landlord within the 10-day time period shall be deemed to
be a rejection by Tenant of its right to lease the offered ROFO Space. However,
if the space is not leased to the Prospect within one hundred twenty (120) days
of Tenant's receipt of notice as provided herein, then the right of Tenant shall
be renewed as to this space. If Tenant exercises its right to lease such ROFO
Space as herein provided, Landlord and Tenant shall enter into a lease amendment
relative to such ROFO Space on the same terms and conditions offered in the
notice to Tenant.

6. Option to Extend. On condition that Tenant has fully complied with all the
terms and conditions of this Lease and is not in default under any of the terms
hereof after the applicable cure period, if any, and on the further condition
that Tenant gives Landlord at least nine (9) months prior written notice to
exercise this option to extend (failure to give notice being an absolute bar to
any right on the part of Tenant to so extend), Landlord hereby gives to Tenant
the right to extend this Lease for one additional term of three (3) years (the
"Extended Term"), said Extended Term to expire (unless sooner terminated as
provided in this Lease by reason of default on the part of Tenant) three (3)
years after the expiration of the Initial Lease Term.

      All terms and conditions of the Lease shall be and remain in effect during
the Extended Term, with rent continuing to escalate during the Extended Term as
if the Initial Lease Term had originally included the Extended Term and Base
Rent shall be payable according to the schedule set forth in Special Provision
No. 2.

7. Tenant Improvements. Landlord will provide a tenant improvement allowance of
$3.00 per rentable square foot ($64,287.00). Tenant shall be responsible for all
tenant improvements exceeding said amount. Tenant may select its own service
providers for programming, space planning, architectural and engineering
drawings and specifications for the Premises from a list provided by Landlord.
Tenant may also hire its own contractor as reasonably approved by Landlord.
Landlord will only pass through to Tenant the costs charged by outside
contractors for the review of Tenant's plans and specifications. Landlord shall
not charge a construction management fee for the tenant improvements.

            Prior to commencing any work, Tenant shall provide to Landlord for
its reasonable approval:

      Complete sets of construction drawings and specifications prepared at
Tenant's expense including, but not limited to:
      (i)   Furniture and Equipment Layout Plans
      (ii)  Dimensioned Partition Plans
      (iii) Dimensioned Electrical and Telephone Outlet Plans
      (iv)  Reflected Ceiling Plans

                                       8
<PAGE>

      (v)   Door and Hardware Schedules
      (vi) Room Finish Schedule, including wall, carpet and floor tile colors
      (vii) Electrical and Mechanical Engineering Plans.
(collectively "Complete Plans").

      Landlord's and Tenant's representatives shall initial the Complete Plans
after the same have been submitted by Tenant and approved by Landlord, which
approval, if forthcoming, shall be within twenty (20) days of submittal to
Landlord's project manager or property manager, the identity of which Landlord
will make known to Tenant. If no response is given by Landlord to Tenant after
this twenty-day period, the Complete Plans shall be deemed to be approved. If
same are not approved by Landlord, the reasons for such disapproval shall be
given to Tenant, and Tenant shall be given the opportunity to resubmit for
approval.

      Tenant's interior furnishings, i.e., specification, coordination, supply
and installation of furniture, furnishings, telephones and movable equipment,
will be the responsibility of Tenant, and later changes or additions shall
performed by Tenant in such manner as to maintain harmonious labor relations and
not damage the Building or Lot or interfere with building operations. Landlord
will not be required to approve any construction, alterations, or additions
requiring unusual expense to readapt the Premises to normal office use on lease
termination or increasing the cost of construction, insurance or taxes on the
Building or of Landlord's services as provided herein unless Tenant first gives
assurances acceptable to Landlord that readaptation will be made prior to such
termination without expense to Landlord. All changes and additions affixed to
the Premises shall be part of the Building except such items as by writing at
the time of approval the parties agree either shall be removed by Tenant on
termination of this Lease, or shall be removed or left at Tenant's election.

      In the event of Tenant's failure to comply with the provisions of this
Paragraph to submit information, to deliver construction drawings and
specifications which meet Landlord's reasonable approval, or if applicable, to
complete construction of the Tenant Improvements, Landlord shall, at Landlord's
option exercisable by notice to Tenant, have the rights provided under Paragraph
16 of this Lease.

      All construction work required or permitted by this Lease shall be done in
a good and workmanlike manner and in compliance with all applicable laws and all
lawful ordinances, regulations and orders of governmental authority and insurers
of the Building. Landlord may inspect the work of Tenant at reasonable times and
shall promptly give notice of observed defects.

8. Subordination - Non-Disturbance. Prior to the Term Commencement Date,
Landlord shall obtain and deliver to Tenant from its mortgagee a written
Subordination and Non-Disturbance Agreement providing that so long as Tenant
performs all of the terms, covenants and conditions of this Lease and agrees to
attorn to the mortgagee, beneficiary of the deed of trust, purchaser at a
foreclosure sale, prime lessor or fee owner, Tenant's rights under this Lease
shall not be disturbed and shall remain in full force and effect for the Term,
and Tenant shall not be joined by the holder of any mortgage or deed of trust in
any action or proceeding to foreclose thereunder.

                                       9
<PAGE>

9. Right to Relocate. Paragraph 25 of the Lease is hereby stricken in its
entirety.

10. Assignment. Notwithstanding the provisions of Paragraph 11 of the Lease,
this Lease may be assigned or sublet without Landlord's consent to any
corporation or partnership that controls, is controlled by, or is under common
control with Tenant, or to any business entity resulting from the merger,
acquisition or consolidation with Tenant, or to any entity that acquires all of
Tenant's assets as a going concern of the business that is being conducted on
the premises provided that (a) the assignee or subtenant assumes in writing all
obligations of Tenant hereunder for the term assigned or sublet, and (b) the
financial strength and viability of the assignee or subtenant, as determined to
the reasonable satisfaction of Landlord, is greater than or equal to that of
Tenant.

11. Landlord's Property. Notwithstanding anything in this Lease to the contrary,
all lab furniture and equipment previously owned or leased by Eli Lilly and
Company ("Lilly") is now owned by Landlord and shall not be removed from the
Premises. In addition, all vent hoods, casework benches and lab cabinets
attached to the Premises shall not be removed from the Premises, regardless of
whether they are owned or attached to the Premises by Landlord, Lilly or Tenant.
Landlord acknowledges that the condition of the property referred to herein may
be diminished due to ordinary wear and tear and Tenant shall only be responsible
for the diminished condition of the property that is in excess of ordinary wear
and tear, if any.


                                       10
<PAGE>


                                      LEASE

STATE OF NORTH CAROLINA       :

COUNTY OF DURHAM              :

                            W I T N E S S E T H :
      Upon the terms and conditions contained in Paragraph 1 and those
enumerated Paragraphs hereinafter set forth, Landlord Leases to Tenant and
Tenant leases from Landlord property referred to as the Premises, all as
follows:
      2. PREMISES. The property hereby leased to Tenant is the space shown on
Exhibit A hereto attached, including lab furniture and equipment previously
leased by Eli Lilly and Company and fixtures affixed to the Building within the
space (the "Premises").
      3. TERM. This Lease shall commence on the Term Commencement Date, and
shall terminate (unless terminated earlier as herein provided) on the Term
Expiration Date (the foregoing period shall be referred to herein as the
"Initial Lease Term").
      4. CONSTRUCTION. Unless otherwise provided in the Special Provisions
section of the Lease, Landlord agrees to cause to be completed the upfitting
work on the Premises in accordance with the plans and specifications set forth
on Exhibit B (the "Tenant Improvements"), subject to the other provisions of
this Paragraph. The allowances, if any, being provided to Tenant for the Tenant
Improvements are recited in the Special Provisions section of this Lease.
      Tenant shall, on or before Tenant's Design Completion Date, provide to
Landlord for its reasonable approval:
      (A) If "Complete Plans" is marked in Paragraph 1.1, complete sets of
construction drawings and specifications prepared at Tenant's expense by an
architect approved by Landlord, and Landlord's engineer, including, but not
limited to:
      (i)    Furniture and Equipment Layout Plans
      (ii)   Dimensioned Partition Plans
      (iii)  Dimensioned Electrical and Telephone Outlet Plans
      (iv)   Reflected Ceiling Plans
      (v)    Door and Hardware Schedules
      (vi)   Room Finish Schedule, including wall, carpet and floor tile colors
      (vii)  Electrical and Mechanical Engineering Plans
      (viii) All necessary  construction  details and  constructions  for
             work not specified in Exhibit B.

                                       11
<PAGE>

      (B) If "Interior Selections" is marked in Paragraph 1.1, all applicable
wall finish, carpet, and floor tile colors shall be selected by Tenant and
submitted to Landlord for approval.
      Landlord's and Tenant's representatives shall initial the Complete Plans
or the Interior Selections after the same have been submitted by Tenant and
approved by Landlord, which approval, if forthcoming, shall be within twenty
(20) days of submittal to Landlord's project manager or property manager, the
identity of which Landlord will make known to Tenant. If no response is given by
Landlord to Tenant after this twenty-day period, the Complete Plans and/or
Interior Selections shall be deemed to be approved. If same are not approved by
Landlord, the reasons for such disapproval shall be given to Tenant, and Tenant
shall be given the opportunity to resubmit for approval.
      Tenant's interior furnishings, i.e., specification, coordination, supply
and installation of furniture, furnishings, telephones and movable equipment,
will be the responsibility of Tenant, and later changes or additions shall be
coordinated with any work being performed by Landlord and Tenant in such manner
as to maintain harmonious labor relations and not damage the Building or Lot or
interfere with building operations. Except for the installation of furnishings
and the installation of telephone service which must be performed by the local
telephone company at Tenant's direction and expense, unless otherwise provided
in the Special Provisions section of the Lease, all such work shall be performed
by Landlord's general contractor and Tenant shall pay therefor the Tenant
Improvement Reimbursement to Landlord and an additional amount equal to the cost
of any changes from the plans and specifications in Exhibit B, including the
cost to Landlord of the general contractor's overhead and profit, which amount
shall be due and payable, as additional rent, on the Term Commencement Date.
Landlord will not be required to approve any construction, alterations, or
additions requiring unusual expense to readapt the Premises to normal office use
on lease termination or increasing the cost of construction, insurance or taxes
on the Building or of Landlord's services as provided herein unless Tenant first
gives assurances acceptable to Landlord that readaptation will be made prior to
such termination without expense to Landlord. Landlord also will not be required
to approve any alterations or additions requested by Tenant which, in Landlord's
reasonable opinion, will delay completion of the Premises or the Building. All
changes and additions affixed to the Premises shall be part of the Building
except such items as by writing at the time of approval the parties agree either
shall be removed by Tenant on termination of this Lease, or shall be removed or
left at Tenant's election.

                                       12
<PAGE>

      Landlord agrees to use best efforts to have the Premises ready for
occupancy on or before the Term Commencement Date, which shall, however, be
extended for those delays beyond the reasonable control of Landlord. The
Premises shall be deemed ready for occupancy on the earlier of:
      (a)   the  date  on  which  Tenant  occupies  all  or  any  part  of the
            Premises; or
      (b)   the  date on  which  the  Tenant  Improvements,  as  specified  in
            Exhibit B, are  substantially  completed for Tenant's intended use
            as confirmed by the issuance of a certificate  of occupancy by the
            appropriate  governmental  authority;  provided,  however, that if
            Landlord is unable to complete  construction  of the  Building and
            Premises (if  Landlord's  general  contractor  is selected) due to
            delay  in  Tenant's   compliance   with  the  provisions  of  this
            Paragraph,  then the Premises  shall be deemed ready for occupancy
            no later than the Rental Commencement Date.
      Landlord shall permit Tenant and Tenant's contractors (if applicable)
access for installing equipment and furnishings in the Premises prior to the
Term Commencement Date when it can be done without material interference with
remaining work. Landlord acknowledges joint access may occur and agrees to
cooperate fully with Tenant's general contractor and subcontractors.
      In the event of Tenant's failure to comply with the provisions of this
Paragraph to submit information, to deliver construction drawings and
specifications which meet Landlord's reasonable approval, or if applicable, to
complete construction of the Tenant Improvements, Landlord shall, at Landlord's
option exercisable by notice to Tenant, have the rights provided under Paragraph
16 of this Lease. However, if the Premises are not deemed ready for occupancy on
or before the Outside Delivery Date for whatever reason, other than Tenant's
default, Tenant may terminate this Lease by written notice to Landlord without
further obligation by Tenant to Landlord; provided, that written notice shall be
ineffective if given after Tenant takes possession of any part of the Premises,
or if given more than ninety (90) days after the Outside Delivery Date plus the
time of any delays caused by Tenant.
      All construction work required or permitted by this Lease, whether by
Landlord or by Tenant, shall be done in a good and workmanlike manner and in
compliance with all applicable laws and all lawful ordinances, regulations and
orders of governmental authority and insurers of the Building. Either party may
inspect the work of the other at reasonable times and shall promptly give notice
of observed defects. Landlord's obligations under this Paragraph shall be deemed
to have been performed when Tenant commences to occupy any portion of the
Premises for the Permitted Uses except for items which are incomplete or do not
conform with the
                                       13
<PAGE>

requirements of this Paragraph and as to which Tenant shall in either case have
given written notice to Landlord prior to such commencement. If Tenant has not
commenced to occupy the Premises for the Permitted Uses within 30 days after
they are deemed ready for occupancy as provided in this Paragraph, a certificate
of completion by Landlord's licensed architect or registered engineer shall be
conclusive evidence that Landlord has performed all such obligations except for
items stated in such certificate to be incomplete or not in conformity with such
requirements.
      5. USE. Tenant may use the Premises for general office purposes, lab
space, research and development and manufacturing of pharmaceuticals for
research purposes, but not for any other purpose without Landlord's prior
written consent. Tenant shall never make any use of the Premises which is in
violation of any governmental laws, rules or regulations, whether now existing
or hereafter enacted, or which use is not permitted, or otherwise prohibited, by
any restrictive covenants which apply to the Premises. Nor may Tenant make any
use which may or shall constitute a nuisance or trespass, or which increases the
fire insurance premiums, or makes such insurance unavailable to Landlord on the
Building. In the event of an increase in Landlord's fire insurance premiums
which specifically result from Tenant's use or occupancy of the Premises, Tenant
shall pay Landlord, on demand, the amount of such increase, and failure to do so
shall be a default hereunder.
      6. RENT. All rent payable by Tenant shall be paid at the address set forth
in Paragraph 1.1, shall be without previous demand or notice therefor by
Landlord, and paid without set off or deduction. The monthly Fixed Rent as set
forth in Paragraph 1.1, shall be payable in advance on or before the first day
of each calendar month during the Initial Lease Term of this Lease, unless the
Initial Lease Term commences on a day other than the first day of a calendar
month, in which event Fixed Rent shall be prorated on a per diem basis at the
stated rate for the remainder of the month and shall be due and payable on the
Rental Commencement Date. In addition to such remedies as may be provided under
the Default provisions of this Lease, Landlord shall be entitled to a late
charge of four percent (4%) of the amount of each monthly rent payment not
received by the fifth day of the month for which due, and a charge of the lower
of the highest lawful bad check fee or five percent (5%) of the amount of such
check given by Tenant when such check is not paid when first presented to the
bank on which it is drawn for payment.
      7.    ADDITIONAL RENT.
      (a) Fixed Rent as provided in Paragraph 1.1 is composed of two increments:
(i) Base
                                       14
<PAGE>

Rent and (ii) Tenant's Proportionate Share (herein defined) of Landlord's Base
Operating Expenses (herein defined). Both increments of Fixed Rent shall be
subject to an annual adjustment, as outlined in Paragraphs 7(c)(i) and 7(c)(ii)
(the "Additional Rent"). Thus, for each twelve month period following the
preceding twelve full months of this Lease, Tenant shall pay as Additional Rent
an amount calculated in accordance with the provisions of Paragraph 7(c), and as
otherwise provided herein. Tenant shall further pay as Additional Rent any sales
or use tax that may in the future be imposed on rents collected by Landlord. If
any such sales or use tax shall be imposed upon Landlord, and Landlord shall be
prohibited by applicable law from collecting the amount of such tax from Tenant
as Additional Rent, then Landlord, upon ninety (90) days prior written notice to
Tenant, may terminate this Lease.
      (b) Tenant's Proportionate Share of Landlord's Base Operating Expenses
shall be calculated by dividing the total rentable square footage of the
Premises by the total rentable square footage of the Building. As of the date
hereof, the Tenant's Proportionate Share of Landlord's Base Operating Expenses
is as stated in Paragraph 1.1.
      (c) (i) Annual Base Rent Escalations. Upon the first anniversary of the
Rental Commencement Date, and every twelve (12) months thereafter, Base Rent
shall be increased as may be necessary to increase the purchasing power of the
annual Base Rent to a level equivalent to that existing at the commencement of
the Initial Lease Term ("Cost of Living Increase"). The Cost of Living Increase
shall be determined by subtracting the annual Base Rent from the product
obtained by multiplying the annual Base Rent by a fraction, the denominator of
which is the Revised Consumer Price Index for All Urban Consumers-New Series
(1982-1984 = 100), as published by the Bureau of Labor Statistics, U. S.
Department of Labor (the "Index"), for the month of the commencement of the
twelve month period for which the increase is being calculated, and the
numerator of which is the Index for the third month immediately preceding the
twelve month term just concluding. If the Index as published by the Bureau of
Labor Statistics is discontinued, then the Consumer Price Index published by the
United States Department of Commerce (with proper adjustment) shall be used, and
if the Department of Commerce discontinues its index and the parties are unable
to agree upon adjustments in rents, then the rent shall be determined in
accordance with the Uniform Arbitration Act then in effect in North Carolina.
Landlord shall notify Tenant annually in writing of the annual Cost of Living
Increase in Base Rent, which notice shall include calculations of the annual
Cost of Living Increase in the Base Rent, including the new monthly Base Rent
reflecting this increase. Notwithstanding the resulting calculations hereunder,
the amount of annual Base Rent paid under

                                       15
<PAGE>

this Paragraph 7(c)(i) shall never be less than the annual Base Rent stated
under Paragraph 1.1.
      (ii) Annual Operating Expense Adjustments. If in any calendar year during
the Initial Lease Term hereof, the Landlord's Operating Expenses (as defined
herein) exceed the Landlord's Base Operating Expenses (such excess being
hereafter referred to as the "Operating Expense Differential"), then as
Additional Rent for that year, Tenant shall pay to Landlord, within the time
period set forth herein, the Tenant's Proportionate Share of the Operating
Expense Differential.
      Statements showing the actual Landlord's Operating Expenses, and the
Tenant's proportionate share thereof (hereinafter referred to as the "Statement
of Actual Adjustment"), shall be delivered by Landlord to Tenant within ninety
(90) days after the end of each calendar year in which Additional Rent is paid
or due by Tenant under provisions hereof. Within fifteen (15) days after written
notice by Landlord to Tenant of such Statement of Actual Adjustment, Tenant
shall pay to Landlord the amount of any Additional Rent shown as being due and
unpaid thereon.
      Commencing with the first month of the second full calendar year of the
Initial Lease Term, and each and every calendar year thereafter, there shall be
added to Tenant's monthly payments an amount to cover Tenant's Proportionate
Share of the Operating Expense Differential for the year in progress as
reasonably estimated by Landlord. Said monthly payments (as estimated by
Landlord) shall be paid by Tenant until such time as actual figures are
available, when the monthly payments shall be adjusted to reflect the prior
year's experience. Should the Statement of Actual Adjustment show the Tenant had
paid to Landlord an amount that exceeded Tenant's Proportionate Share of the
actual Landlord Operating Expenses and Tenant is not in default hereunder or has
cured any such default, Landlord shall adjust Tenant's rental payments if any
credit is shown to be due Tenant, except at the end of the Initial Lease Term at
which time any credit due Tenant shall be refunded by Landlord within thirty
(30) days thereafter.
      If the final months of this Lease should be less than a full twelve (12)
month term, the amount shown as due by Tenant on the Statement of Actual
Adjustment shall reflect a proration based on the proportion that the number of
days this Lease was in effect during such lease year bears to 365. Landlord's
right to recover its Operating Expenses Differential shall survive the
termination of this Lease.
      If in the twelve-month period preceding the computation of each Operating
Expense Differential, the occupancy of the net rentable area of the Building
averages less than ninety-five percent (95%), then it is agreed that the
Landlord's Operating Expenses will be adjusted for such

                                       16
<PAGE>

year so that such Operating Expenses shall be computed as though the net
rentable area of the Building has been ninety-five percent (95%) occupied for
such calendar year, but Tenant's share shall not exceed Tenant's proportionate
share of the actual expenses. All such expense categories will be accounted for
and reported for in accordance with generally accepted accounting principles.
      The term "Landlord's Operating Expenses" shall include all costs of
operation, maintenance, repair, and management of (i) the Building, (ii) the
personal property used in conjunction therewith, (iii) the roof of the Building,
and (iv) the land upon which the Building is situated (the "Lot"), all as
determined by standard accounting practices.
      The definition of "Landlord's Operating Expenses" includes, but not by way
of limitation, the following: real estate taxes on the Building and Lot;
increases in ground rents; installments and interest on assessments for public
betterment or public improvements; reasonable expenses of any proceedings for
abatement of taxes and assessments; premiums for insurance; reasonable
compensation and all fringe benefits, worker's compensation insurance premiums
and payroll taxes paid by Landlord to, for or with respect to all persons
engaged in the operating, maintaining, or cleaning of the Building and Lot
provided that such persons are engaged in positions no more senior than property
manager, provided these costs are consistent with market rates; steam, water,
sewer, electricity, gas, telephone, and other utility charges for the Building
and Lot not billed directly to tenants by Landlord or the utility company; costs
of building and cleaning supplies and cleaning equipment (including rental);
cost of maintenance, cleaning, and repairs, cost of snowplowing or removal, or
both, and care of landscaping; payments to the independent contractors under
service contracts for cleaning, operating, managing, maintaining and repairing
the Building and Lot (which payments may be to affiliates of Landlord provided
the same are at reasonable rates consistent with local market practices and with
the type of occupancy and the services rendered); reasonable pro rata rental
costs associated with providing the managing agent space for an office in the
office park of which the Building is a part; if the Building is located in an
office park, the Building's pro rata share (as reasonably determined by the
Landlord) of the cost of operating, maintaining and repairing the common areas
and facilities within such park (such as, but not limited to, snowplowing,
landscaping, common area and street lighting, security and management); if the
Building is located, either in whole or in part, on a lot which is ground
leased, the Building's pro rata share (as reasonably determined by Landlord) of
all fixed or additional rents or charges payable with respect to such ground
lease; and all other reasonable and necessary expenses paid in connection with
the operation, cleaning, management,


                                       17
<PAGE>

maintenance and repair of the Building and Lot, or either, and properly
chargeable against new income, it being agreed that if Landlord installs a new
or replacement capital item for the purpose of significantly reducing Landlord's
Operating Expenses, the cost thereof as reasonably amortized by Landlord with
reasonable interest on the unamortized amount shall be included in Landlord's
Operating Expenses. The Statement of Actual Adjustment shall show the average
number of square feet of the Building which were vacant for the preceding lease
year or fraction thereof.
      The definition of "Landlord's Operating Expenses" shall exclude, but not
by way of limitation, depreciation on the Building in which the Premises are
situated or equipment therein, executive salaries, real estate broker's
commissions, or other expenses that do not directly relate to the operation of
the Building.
      Upon reasonable notice to Landlord, and during normal business hours,
Tenant shall have a right to inspect and audit the books and records of
Landlord, wherever located, relating to the Operating Expenses.
      8. SERVICES/UTILITIES. Landlord shall cause to be furnished to the
Premises all utility line connections to the Premises as found in standard
office space. Tenant shall arrange and pay for all electrical, gas, water,
sewer, telephone, heating and air conditioning, janitorial, and other utilities
or services used in connection with Tenant's use of the Premises, together with
any taxes, penalties, surcharges or the like pertaining thereto. Tenant shall
also pay for any utility maintenance charges and shall be responsible for all
light bulbs, tubes and controls required for the Premises. Landlord shall have
the right to enter and inspect the Premises, and all devices, machines and
equipment therein used by Tenant, from time to time, with reasonable advance
notice where possible, to insure compliance with all applicable laws and rules
and regulations, and to confirm the safe use thereof. Tenant shall have the
right to accompany Landlord during such visits. There shall be no abatement or
reduction of rent by reason of any of the foregoing services not being
continuously provided to Tenant, except if due to the gross negligence or
willful misconduct of Landlord. In addition, Landlord shall further provide a
reasonable amount of unreserved free parking, in common with the other tenants,
for Tenant's employees and visitors. Landlord covenants and agrees that a ratio
of one parking space for each 250 square feet of rentable space within the
Building shall be maintained at all times during the Lease Term.
      Tenant shall report immediately to Landlord any defective condition in or
about the Premises which becomes known to Tenant and if failure to promptly
report such defective

                                       18
<PAGE>

condition results in other damage that Landlord could have avoided, Landlord
shall not be responsible for same.
      9. TENANT'S ACCEPTANCE AND MAINTENANCE OF PREMISES; LANDLORD'S DUTIES AND
RIGHTS. Tenant, on occupancy of the Premises, represents to Landlord that it has
examined and inspected the same, finds the Premises to be as represented by
Landlord and satisfactory for Tenant's intended use, and constitutes Tenant's
acceptance "AS IS", subject to incomplete items about which Tenant notifies
Landlord for which Landlord is responsible as provided herein. Landlord shall
diligently and immediately pursue the completion of such incomplete items.
Tenant shall deliver at the end of this Lease each and every part of the
Premises in good repair and condition, reasonable wear and tear and damage by
insured casualty only excepted. Tenant shall: (i) keep the Premises and fixtures
in good order, except to the extent allocated to Landlord under this Paragraph;
(ii) make repairs and replacements to the Premises or Building needed because of
Tenant's misuse or negligence, except to the extent that the repairs or
replacements are covered by Landlord's insurance; (iii) repair and replace
special equipment or decorative treatments installed by or at Tenant's request
that serve the Premises only, except (A) to the extent the repairs or
replacements are needed because of Landlord's misuse or negligence, but not then
if covered by Tenant's insurance or the insurance Tenant is required to carry
under this Lease; or (B) if the Lease is ended because of casualty loss or
condemnation; and (iv) not commit waste. Tenant, however, shall make no
structural or interior alterations of the Premises which are not in compliance
with all then existing applicable codes, ordinances, laws and regulations, and
no alterations may be made without Landlord's prior written consent, which
consent will not be unreasonably withheld. Any work performed by Tenant shall be
done in a good and workmanlike manner, and so as not to unreasonably disturb or
inconvenience other tenants in the Building. Tenant shall provide Landlord with
at least ten (10) business days' advance written notice of the commencement of
any such alterations to the Premises, and if Landlord does not object to such
alterations, these alterations shall be deemed to be permitted. Tenant shall not
at any time permit any work to be performed on the Premises except by duly
licensed contractors or artisans, each of whom must carry workmen's compensation
and general public liability insurance reasonably satisfactory to Landlord,
certificates of which shall be furnished to Landlord prior to commencement of
any such work. Tenant shall never do any work which results in a claim of lien
against Landlord. Tenant shall cause any lien filed against Tenant's interest in
the Premises to be either cancelled or released pursuant to NCGS 44A-16 within
thirty days after such lien has been filed. On termination of

                                       19
<PAGE>

this Lease, or vacation of the Premises by Tenant, Tenant shall restore the
Premises at Tenant's sole expense to the same condition as existed at the
commencement of the Initial Lease Term, ordinary wear and tear and damage by
insured casualty only excepted. Landlord, however, may elect to require Tenant
to leave alterations made by Tenant unless at the time of such alterations
Landlord agreed in writing they could be removed upon expiration of this Lease.
      Except for repairs and replacements that Tenant must make under this
Paragraph, Landlord shall pay for and make all other necessary repairs and
replacements to the Premises, the common areas and the Building (including
Building fixtures and equipment).
      Landlord shall make the repairs and replacements required to maintain the
Building in a condition comparable to other comparable office buildings in the
same geographical area. This maintenance shall include, but not be limited to,
the roof, foundation, exterior walls, interior structural walls, all structural
components, and all systems, such as mechanical, electrical, HVAC, and plumbing.
Repairs or replacements required under this Paragraph shall be made within a
reasonable time (depending on the nature of the repair or replacement needed)
after receiving notice or having actual knowledge of the need for such repair or
replacement.
      Notwithstanding anything to the contrary set forth above in this
Paragraph, if Tenant does not perform its maintenance obligations in a timely
manner as set forth in this Lease, commencing the same within five (5) business
days of receipt of notice from Landlord specifying the work needed and
thereafter diligently and continuously pursuing to completion all unfulfilled
maintenance obligations, Landlord shall have the right, but not the obligation,
to perform such maintenance, and any amounts so expended by Landlord shall be
paid by Tenant to Landlord within 30 days after demand, with interest at the
lower of the maximum rate allowed by law or 15% per annum, from the date of
expenditure through the date paid.
      10. DAMAGES TO PREMISES. If the Premises shall be partially damaged by
fire or other casualty insured under Landlord's insurance policies, Landlord
shall use its best efforts to obtain the permission of Landlord's lender(s) to
use insurance proceeds paid as a result thereof to be so used, and if Landlord's
lender(s) shall permit the insurance proceeds to be so used, then upon
Landlord's receipt of the insurance proceeds, Landlord shall, except as
otherwise provided herein, promptly repair and restore the same as hereinafter
defined (including fixtures affixed to the Premises but exclusive of trade
fixtures, equipment, furnishings, decorations, signs, and contents); limited,
however, to the extent of the insurance proceeds actually received by Landlord.
If by reason of such occurrence: (a) the Premises are rendered wholly
untenantable; or (b) the Premises are damaged in whole or in part as a result of
a risk which is not covered by

                                       20
<PAGE>

Landlord's insurance policies; or (c) Landlord's lender does not permit a
sufficient amount of the insurance proceeds to be used for restoration purposes;
or (d) the Premises are damaged in whole or in part during the last year of the
Initial Lease Term; or (e) the Building containing the Premises is damaged
(whether or not the Premises are damaged) to an extent of fifty percent (50%) or
more of the fair market value thereof, Landlord may elect either to repair the
damage as aforesaid within one hundred twenty (120) days of damage, or to cancel
this Lease by written notice of cancellation given to Tenant within sixty (60)
days after the date of such occurrence, and thereupon this Lease shall
terminate. Tenant shall vacate and surrender the Premises to Landlord within
thirty (30) days after receipt of such notice of termination. In addition,
Tenant may also terminate this Lease by written notice given to Landlord at any
time between the one hundred twenty-first (121st) and one hundred fiftieth
(150th) days after the occurrence of any such casualty, if Landlord has failed
to restore the damaged portions of the Building (including the Premises) within
one hundred twenty (120) days of such casualty. However, if Landlord is
prevented by strike, act of God, unavailability of materials, weather, Tenant
induced delays or other cause beyond its reasonable control, from completing the
restoration within said one hundred twenty (120) day period, then Landlord shall
have an additional period beyond said one hundred twenty (120) days, equal to
the lesser of thirty (30) days or the period Landlord is delayed by causes
beyond its reasonable control, in which to restore the damaged areas of the
Building, provided that if the delays are Tenant induced delays, such thirty
(30) day cap shall not be applicable; and Tenant may not elect to terminate this
Lease until said additional period required for completion has expired with the
Building not having been substantially restored. In such case, Tenant's
termination period shall begin to run upon the expiration of Landlord's
additional period for restoration set forth in the preceding sentence. Upon the
termination of this Lease as aforesaid, Tenant's liability for all rent and
other charges reserved hereunder shall cease as of the effective date of the
termination of this Lease, subject, however, to the provisions for the prior
abatement of Rent hereinafter set forth.
      Unless this Lease is terminated as aforesaid, this Lease shall remain in
full force and effect, and Tenant shall promptly repair, restore, or replace
Tenant's improvements, trade fixtures, decorations, signs, and contents in the
Premises in a manner and to a condition substantially equal to that existing
prior to their damage or destruction, and the proceeds of all insurance carried
by Tenant on said property shall be held in trust by Tenant for the purposes of
such repair, restoration, or replacement.
      If, by reason of such fire or other casualty, the Premises are rendered
wholly
                                       21
<PAGE>

untenantable, all rent and other charges payable by Tenant shall be fully
abated, or if only partially damaged, such Rent and other charges shall be
abated proportionately as to that portion of the Premises rendered untenantable,
in either event (unless the Lease is terminated, as aforesaid) from the date of
such casualty until fifteen (15) days after notice by Landlord to Tenant that
the Premises have been substantially repaired and restored, or until Tenant
resumes or can resume its normal business operations in the Premises, whichever
shall first occur. Tenant shall continue the operation of Tenant's business in
the Premises or any part thereof not so damaged during any such period to the
extent reasonably practicable from the standpoint of prudent business
management, except for such abatement of Rent and other charges as hereinabove
set forth. However, if such damages or other casualty were caused by the gross
negligence or other wrongful conduct of Tenant or of Tenant's subtenants,
licensees, contractors, or invitees, or their respective agents or employees,
there shall be no abatement of Rent or other charges. Except for the abatement
of the Rent and other charges hereinabove set forth, Tenant shall not be
entitled to, and hereby waives, all claims against Landlord for any compensation
or damage for loss of use of the whole or any part of the Premises and/or for
any inconvenience or annoyance occasioned by any such damage, destruction,
repair, or restoration unless due to gross negligence or willful misconduct of
Landlord, its agents, licensees or contractors..
      As used in this Paragraph, "restoration", "restored", "substantially
restored", or "substantially repaired and restored" shall be deemed to mean the
Premises have been put in substantially the same quality and condition as
existed immediately prior to such damage or destruction, is habitable for
Tenant's intended use, and is evidenced by the issuance of a certificate of
occupancy by the appropriate governmental authority.
      11. ASSIGNMENT - SUBLEASE. Tenant may not assign or encumber this Lease or
its interest in the Premises or any part thereof arising under this Lease, and
may not sublet any part or all of the Premises without the prior written consent
of Landlord, which consent shall not be unreasonably withheld, delayed or
conditioned. Any assignment or sublease to which Landlord may consent (one
consent not being any basis that Landlord should consent grant any further
consent) shall not relieve Tenant of any of its obligations hereunder.
      In no event shall this Lease be assignable by operation of any law, and
Tenant's rights hereunder may not become, and shall not be listed by Tenant as
an asset under any bankruptcy, insolvency or reorganization proceedings. Tenant
is not, may not become, and shall never represent itself to be, an agent of
Landlord. Tenant expressly recognizes that Landlord's title is paramount, and
that it can do nothing to affect or impair Landlord's title.


                                       22
<PAGE>

      If this Lease shall be assigned or the Premises or any portion thereof
sublet by Tenant at a rental that exceeds the rentals to be paid to Landlord
hereunder, attributable to the Premises or portion thereof so assigned or
sublet, then any such excess, after deducting the costs of assignment or
subletting incurred by Tenant (e.g., upfitting expense, commissions, legal
costs, etc.), shall be paid over to Landlord by Tenant, and refusal of Tenant to
so agree shall be grounds based on which Landlord may withhold its consent to
any sublease or assignment.
      12. TENANT'S COMPLIANCE-INSURANCE REQUIREMENTS. Tenant shall comply with
all applicable laws, ordinances and regulations affecting the use of the
Premises, now existing or hereafter adopted except those relating to obligations
of Landlord hereunder, including reasonable general rules and regulations for
tenants (a copy of the present rules are attached as Exhibit C) as may be
developed from time to time by Landlord and either delivered to Tenant or posted
on the Premises. Landlord agrees that its rules and regulations will be enforced
in a non-discriminatory manner as to all tenants and shall not be contrary to
the terms of this Lease.
      Throughout the Initial Lease Term of this Lease, Tenant at its sole cost
and expense shall keep or cause to be kept for the mutual benefit of Landlord,
Landlord's managing agent (presently Vector Properties) and Tenant public
liability and property damage insurance with combined single limit coverage of
at least $1,000,000.00 (with appropriate cross-liability endorsements so
showing). Such policies shall insure against all liability of Tenant, Tenant's
authorized representatives, and anyone for whom Tenant is responsible, arising
out of and in connection with Tenant's use of the Premises, and shall insure
Tenant's performance of the indemnity provisions contained herein. Tenant shall
also insure its personal property and fixtures located in the Premises and any
improvements made by Tenant for their full insurable value, and Tenant shall
neither have, nor make, any claim against Landlord for any loss or damage to the
same, regardless of the cause thereof except as expressly provided herein.
      Prior to taking possession of the Premises, and thereafter at least ten
(10) business days prior to the renewal dates thereof, Tenant shall deliver to
Landlord copies of original policies, or satisfactory certificates thereof, and
a receipt showing payment of the next year's premium. All such policies shall be
non-assessable and shall contain language, to the extent obtainable, that: (A)
any loss shall be payable notwithstanding any act or negligence of Landlord or
Tenant that might otherwise result in forfeiture of the insurance, (B) that the
policies are primary and non-contributing with any insurance that Landlord may
carry, and (C) that the policies cannot be cancelled or changed except after
thirty (30) days' prior written notice to Landlord.

                                       23
<PAGE>

      Anything in this Lease to the contrary notwithstanding, Landlord hereby
releases and waives unto Tenant (including all partners, stockholders, members,
managers, officers, directors, employees and agents thereof), its successors and
assigns, and Tenant hereby releases and waives unto Landlord (including all
partners, stockholders, members, managers, officers, directors, employees and
agents thereof), its successors and assigns, all rights to claim damages for any
injury, loss, cost or damage to persons or to the Premises or any other
casualty, as long as the amount of which injury, loss, cost or damage has been
paid either to Landlord, Tenant, or any other person, firm or corporation, under
the terms of any fire, extended coverage, public liability or other policy of
insurance, to the extent such releases or waivers are permitted under applicable
law. All policies of insurance carried or maintained pursuant to this Lease
shall contain, or be endorsed to contain, a provision whereby the insurer waives
all rights of subrogation against either Tenant or Landlord.
      Subject to the terms of the preceding paragraph, Tenant shall indemnify
and hold Landlord harmless from and against any and all claims arising out of
(a) Tenant's use of the Premises or any part thereof, (b) any activity, work, or
other thing done, permitted or suffered by Tenant in or about the Premises or
the Building, or any part thereof, (c) any breach or default by Tenant in the
performance of any of its obligations under this Lease, or (d) any act or
negligence of Tenant, or any partner, shareholder, member, manager, officer,
agent, employee, contractor, servant, invitee or guest of Tenant; and in each
case from and against any and all damages, losses, liabilities, lawsuits, costs
and expenses (including attorneys' fees at all tribunal levels) arising in
connection with any such claim or claims as described in (a) through (d) above,
or any action brought thereon, except for Landlord's substantial negligence or
willful misconduct. If such action shall be brought against Landlord, Tenant
upon notice from Landlord shall defend the same through counsel selected by
Tenant's insurer, or other counsel, which counsel in either case must be
reasonably acceptable to Landlord. Tenant assumes all risk of damage or loss to
its property or injury or death to persons in, on, or about the Premises, from
all causes except those for which the law imposes liability on Landlord,
regardless of any attempted waiver thereof, and Tenant hereby waives such claims
in respect thereof against Landlord, except for Landlord's substantial
negligence or willful misconduct. The provisions of this paragraph shall survive
the termination of this Lease.
      Landlord shall keep the Building, including but not limited to the
improvements per the Complete Plans, insured against damage and destruction by
fire, extended coverage peril, vandalism, and other perils in the amount of the
full replacement value of the Building, as the


                                       24
<PAGE>

value may exist from time to time.
      Each party shall keep its personal property and trade fixtures in the
Premises and Building insured with "all risks" insurance covering one hundred
(l00) percent of the replacement cost of the property and fixtures. Tenant shall
also keep any post-occupancy improvements made to the Premises at Tenant's
request following occupancy insured to the same degree as Tenant's personal
property. The amounts of insurance coverage required by this Lease are subject
to review at the end of each three-year period following the Term Commencement
Date. At each review, if necessary to maintain the same level of coverage that
existed on the Term Commencement Date, the amounts of coverage shall be
increased to the amounts of coverage carried by prudent landlords and tenants of
comparable first class office buildings in the Wake, Durham and Orange County,
North Carolina area.
      Insurance policies required by this Lease shall: (i) be issued by
insurance companies licensed to do business in the state of North Carolina with
general policyholder's ratings of at least A- and a financial size category of
at least VIII in the most current Best's Key Rating Guide available on the Term
Commencement Date (if the Best's ratings are changed or discontinued, the
parties shall agree to an equivalent method of rating insurance companies); (ii)
name the nonprocuring party and Landlord's managing agent as additional insureds
as their interest may appear; (iii) provide that the insurance not be canceled
or materially changed in the scope or amount of coverage unless thirty (30)
days' advance notice is given to the nonprocuring party; (iv) be primary
policies - not as contributing with, or in excess of, the coverage that the
other party may carry; (v) provide that any loss shall be payable
notwithstanding any act or negligence of Landlord or Tenant which might result
in a forfeiture thereunder of such insurance or the amount of proceeds payable;
(vi) have deductibles not greater than $25,000.00; and (vii) be maintained
during the entire Initial Lease Term and any extension or renewal thereof.
      By the Term Commencement Date and upon each renewal of its insurance
policies, each party shall give certificates of insurance to the other party.
The certificate shall specify amounts, types of coverage, the waiver of
subrogation, and the insurance criteria listed in this paragraph. The policies
shall be renewed or replaced and maintained by the party responsible for that
policy. If either party fails to give the required certificate within thirty
(30) days after notice of demand for it, the other party may obtain and pay for
that insurance and be entitled to receive immediate reimbursement from the party
required to have the insurance.
      13. SUBORDINATION-ATTORNMENT - LANDLORD FINANCING. Tenant agrees that this
Lease will be either subordinate or superior to any mortgage heretofore or

                                       25
<PAGE>

hereafter executed by Landlord covering the Premises, depending on the
requirements of such mortgagee. Tenant, within ten (l0) days of request to do so
from Landlord or its mortgagee, will execute an agreement making this Lease
superior or subordinate and containing such other covenants on Tenant's part as
Landlord's mortgagee may reasonably request. Tenant will agree to attorn to said
mortgagee provided the mortgagee agrees not to disturb Tenant's possession
hereunder so long as Tenant is in compliance with this Lease. Landlord consents
to Tenant's execution of Landlord's mortgagee's subordination, attornment and
non-disturbance agreement, and to be bound by the provisions thereof. Further,
Tenant agrees to execute ten (10) days of request therefor, and as often as
requested, estoppel certificates confirming any factual matter requested therein
which is true and is within Tenant's knowledge regarding this Lease, the
Premises, or Tenant's use thereof, including, but not limited to, date of
occupancy, termination date of this Lease, the amount of rent due and date to
which rent is paid, whether or not Tenant has any knowledge of any defense or
offsets to the enforcement of this Lease or the rent payable hereunder or
knowledge of any default or breach by Landlord, and that this Lease is in full
force and effect except as to any modifications or amendments, copies of which
Tenant shall attach to such estoppel certificate.
      Tenant agrees to give any mortgagee of Landlord which has provided a
non-disturbance agreement to Tenant, notice of, and a reasonable opportunity to
cure (which shall in no event be less than thirty (30) days after written notice
thereof delivered to mortgagee as herein provided) any Landlord default
hereunder; and Tenant agrees to accept such cure if effected by such mortgagee.
No termination of this Lease by Tenant shall be effective until such notice has
been given and unless such cure period has expired without such default having
been cured. Further Tenant agrees to permit such mortgagee (or other purchaser
at any foreclosure sale), and its successors and assigns, on acquiring
Landlord's interest in the Premises and the Lease, to become substitute Landlord
hereunder, with liability only for such Landlord obligations as accrue after
Landlord's interest is so acquired.
      14. SIGNS. Tenant may not erect, install or display any sign or
advertising material upon the Building exterior, the exterior of the Premises,
or the exterior walls thereof, or in any window therein, without the prior
written consent of Landlord, excluding suite entry and monument signage hereby
approved by Landlord. Landlord shall furnish, install and maintain a Building
directory at a location in or near the lobby listing the name of Tenant and the
room number of Tenant's entrance.
      15. ACCESS TO PREMISES. Landlord shall have the right, either itself or
through
                                       26
<PAGE>

its authorized agents, to enter the Premises at all reasonable times
with at least one (1) business day prior notice, except in the event of
emergency, for inspection to show prospective tenants within one hundred eighty
(180) days of the termination date hereof, as extended by an exercised option,
to allow inspection by mortgagees, and to make such repairs, alterations or
changes as Landlord deems necessary, with reasonable advance notice where
possible. Tenant shall have the right to accompany Landlord in such visits.
Tenant, its agents, employees, invites, and guests, shall have the right of
ingress and egress to common and public areas of the Building, provided Landlord
by reasonable regulation may control such access for the comfort, convenience,
safety and protection of all tenants in the Building.
      16. DEFAULT. If Tenant: (A) fails to pay within ten (10) days after notice
of its failure do pay any rent or other sums which Tenant is obligated to pay as
provided herein; or (B) breaches any other agreement, covenant or obligation
herein set forth and within fifteen (15) days after notice thereof fails to
commence to cure such breach, or diligently prosecute to complete cure such
breach after commencing cure; or (C) files (or has filed against it) any
petition or action for relief under any creditor's law (including bankruptcy,
reorganization, or similar actions), either in state or federal court; or (D)
becomes insolvent, makes any transfer in fraud of creditors, has a receiver
appointed for its assets, or makes an assignment for benefit of creditors, then
Tenant shall be in default hereunder, and, in addition to any other lawful right
or remedy which it may have, Landlord, without notice to Tenant, may do any one
or more of the following: (i) terminate this Lease; or (ii) repossess the
Premises, and with or without terminating, relet the same at such amount as
Landlord deems reasonable, and if the amount is less than Tenant's rent, Tenant
shall immediately pay the difference on demand to Landlord, but if in excess of
Tenant's rent and other monetary obligations hereunder, the entire amount shall
belong to Landlord free of any claim of Tenant thereof. All reasonable expenses
of Landlord in repairing, restoring or altering the Premises for reletting,
together with leasing fees and all other reasonable expenses in seeking and
obtaining a new tenant, shall be charged to and become a liability of Tenant if
they cannot be recouped from increased rent being paid by the new tenant.
Landlord's reasonable attorneys' fees actually incurred in pursuing any of the
foregoing remedies, or in collecting any rents due by Tenant hereunder, shall be
paid by Tenant. Landlord agrees to use its best efforts to mitigate damages
resulting from any breach hereunder by Tenant.
      Tenant further agrees that Landlord may obtain an order for summary
ejectment from any court of competent jurisdiction without prejudice to
Landlord's rights to otherwise collect rents from Tenant.

                                       27
<PAGE>

      All rights and remedies of Landlord are cumulative, and the exercise of
any one shall not be an election excluding Landlord at any other time from
exercise of a different or inconsistent remedy. No exercise by Landlord of any
right or remedy granted herein shall constitute or effect a termination of this
Lease unless Landlord shall so elect by written notice delivered to Tenant.
      No waiver by Landlord of any covenant or condition shall be deemed to
imply or constitute a further waiver of the same at a later time, and acceptance
of rent by Landlord, even with knowledge of a default by Tenant, shall not
constitute a waiver of such default.
      17. PROPERTY OF TENANT. Tenant shall timely pay any and all taxes levied
or assessed against or upon Tenant's equipment, fixtures, furniture, leasehold
improvements, and personal property located in the Premises. Tenant prior to the
expiration date of this Lease, may remove all fixtures and equipment which it
has placed in the Premises, provided Tenant repairs all damages caused by such
removal. If Tenant does not remove its property from the Premises within five
(5) days of termination (for whatever cause) of this Lease, such property shall
be deemed abandoned by Tenant, and Landlord may dispose of the same in whatever
manner Landlord may elect, with no obligation to account to Tenant for same.
      18. EMINENT DOMAIN. If all of the Premises, or such part thereof as will
make the same unusable for the purposes contemplated by this Lease, be taken
under the power of eminent domain (or a conveyance in lieu thereof), then this
Lease shall terminate as of the date possession is taken by the condemnor, and
rent shall be adjusted between Landlord and Tenant as of such date. If only a
portion of the Premises are taken and Tenant can continue use of the remainder
for the intended use of Tenant and its invitees, then this Lease will not
terminate, but rent shall abate in a just and proportionate amount to the loss
of use occasioned by the taking. Tenant shall have no right or claim to any part
of any award made to or received by Landlord for any taking and no right or
claim for any alleged value of the unexpired portion of this Lease; provided,
however, that Tenant shall not be prevented from making a claim against the
condemning party (but not against Landlord) for any moving expenses, loss of
profits, or taking of Tenant's personal property (other than its leasehold
estate) to which Tenant may be entitled.
      19. QUIET ENJOYMENT. If Tenant promptly and punctually complies with each
of its obligations hereunder, it shall peacefully have and enjoy the possession
of the Premises during the Initial Lease Term or any renewal thereof, provided
that no action of Landlord or other tenants in working in other space in the
Building, or in repairing or restoring the Premises, shall be deemed a breach of
this covenant, or give to Tenant any right to modify this Lease either as to
term, rent payable, or other obligations to be performed.

                                       28
<PAGE>

      20. SECURITY DEPOSIT. Landlord hereby acknowledges receipt from Tenant of
the sum of (N/A) , which sum Landlord shall retain as security for the
performance by Tenant of each of its obligations hereunder. If Tenant fails at
any time to perform its obligations, Landlord may at its option apply said
deposit, or so much thereof as is required, to cure Tenant's default, but if
prior to the termination of this Lease Landlord depletes said deposit in whole
or in part, Tenant shall immediately restore the amount so used by Landlord.
This deposit shall not bear interest and unless Landlord uses the same to cure a
default of Tenant, or to restore the Premises to the condition that Tenant is
required to leave them at the conclusion of the term, Landlord shall within
thirty (30) days of the termination of this Lease refund to Tenant so much of
the deposit as it continues to hold.
      21. NOTICES. All notices which may or are required to be given under this
Lease shall be in writing and may be delivered in either of the following ways:
by personal service; by certified, registered or express United States mail,
postage prepaid, return receipt requested; by overnight courier services such as
Federal Express; or by facsimile transmission (except that notices of default
may not be given by facsimile), and addressed or sent as follows, or to such
other address (or facsimile number) as a party may specify by notice duly given:

      If to Landlord:   c/o Craig Davis Properties, Inc.
                        3605 Glenwood Avenue
                        435 UCB Plaza
                        Raleigh, North Carolina  27612
                        Attn:  Mr. Richard A. Moehring
                        Facsimile No. (919) 781-1262


      If to Tenant:     c/o Trimeris, Inc.
                        Two University Place, Ste. 100
                        4727 University Drive
                        Durham, North Carolina  27707
                        Attn: Chief Financial Officer
                        Facsimile No.  (919) 419-1816

      Notices given in the foregoing manner shall be effective (except as
provided in the next succeeding paragraph) when personally delivered, if mailed
on the earlier of the date actually received or three business days after
deposited in the United States mail, the next business day if sent by overnight
courier, and the date the facsimile transmission is received on a business day,
if before noon, otherwise on the next succeeding business day.
      Notice of a change of address or facsimile number shall be given in
writing to the other

                                       29
<PAGE>

party as provided above, but shall not be effective until ten days after
receipt. Notices may be given on behalf of any party by such party's legal
counsel.
      22. HOLDING OVER. If Tenant shall hold over after the expiration of the
Initial Lease Term or other termination of this Lease, such holding over shall
not be deemed to be a renewal of this Lease but shall be deemed to create a
tenancy-at-sufferance and by such holding over Tenant shall be deemed to have
agreed to be bound by all of the terms and conditions of this Lease, except
those as to the term hereof, and during such tenancy-at-sufferance, Tenant shall
pay to Landlord (A) Fixed Rent at the rate equal to one hundred twenty-five
percent (125%) of that provided for in Paragraph 1.1 (as such rental amount may
have been increased in accordance with Paragraph 7), and (B) any and all
operating expenses or other forms of additional rent payable under the terms of
this Lease. The increased rental during such holding over is intended to
partially compensate Landlord for losses, damages and expenses, including
frustrating and delaying Landlord's ability to secure a replacement tenant.
      23. BROKER'S COMMISSIONS. Tenant represents and warrants that it has not
had dealings with any real estate broker, finder or other person, with respect
to this Lease in any manner, except Corporate Realty Advisors. Landlord shall
pay any commissions or fees that are payable to the above-named brokers with
respect to this Lease pursuant to separate agreements that it has with one or
both of them. Tenant shall indemnify and hold Landlord harmless from any and all
damages resulting from any current or future claims that may be asserted against
Landlord by any other broker, finder or other person, claiming to have dealt
with Tenant in connection with this Lease. The provisions of this paragraph
shall survive the termination of this Lease.
      24.  ENVIRONMENTAL COMPLIANCE.
      (A) Tenant's Responsibility. Tenant shall not (either with or without
negligence) cause or permit the escape, disposal or release of any biologically
active or other hazardous substances, or materials contrary to law. Tenant shall
not allow the storage or use of such substances or materials in any manner not
sanctioned by law or by the standards prevailing in the industry for the storage
and use of such substances or materials, nor allow to be brought into the
Building in which the Premises are any such materials or substances except to
use in the ordinary course of Tenant's business, and then only after written
notice is given to Landlord of the identity of such substances or materials,
except that Tenant need not provide written notice of the use on the Premises of
cleaning supplies, copying fluids, other office and maintenance supplies and
other substances normally and customarily used by tenants of space similar to
the Premises if

                                       30
<PAGE>

done in accordance with all applicable laws. Tenant covenants and agrees that
the Premises will at all times during its use or occupancy thereof be kept and
maintained so as to comply with all now existing or hereafter enacted or issued
statutes, laws, rules, ordinances, orders, permits and regulations of all state,
federal, local and other governmental and regulatory authorities, agencies and
bodies applicable to the Premises, pertaining to environmental matters or
regulating, prohibiting or otherwise having to do with asbestos and all other
toxic, radioactive, or hazardous wastes or material including, but not limited
to, the Federal Clean Air Act, the Federal Water Pollution Control Act, and the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as from time to time amended (all hereafter collectively called "Laws"). Tenant
shall execute affidavits, representations and the like, from time to time, at
Landlord's request, concerning Tenant's best knowledge and belief regarding the
presence of hazardous substances or materials on the Premises.
      (B) Tenant's Liability. Tenant shall hold Landlord free, harmless, and
indemnified from any penalty, fine, claim, demand, liability, cost, or charge
whatsoever which Landlord shall incur, or which Landlord would otherwise incur,
by reason of Tenant's failure to comply with this Paragraph 24 including, but
not limited to: (1) the cost of bringing the Premises into compliance with all
Laws; (2) the reasonable cost of all appropriate tests and examinations of the
Premises to confirm that the Premises have been brought into compliance with all
Laws; and (3) the reasonable fees and expenses of Landlord's attorneys,
engineers, and consultants incurred by Landlord in enforcing and confirming
compliance with this Paragraph 24.
      (C) Property. For the purposes of this Paragraph 24, the Premises shall
include the real estate covered by this Lease; all improvements thereon; all
personal property used in connection with the Premises (including that owned by
Tenant); and the soil, ground water, and surface water of the Premises, if the
Premises include any ground area.
      (D) Inspections by Landlord. With reasonable notice, Landlord and its
engineers, technicians, and consultants (collectively the "Auditors") may, from
time to time as Landlord deems appropriate, conduct periodic tests and
examinations ("Audits") of the Premises to confirm and monitor Tenant's
compliance with this Paragraph 24. Such Audits shall be conducted in such a
manner as to minimize the interference with Tenant's permitted activities on the
Premises; however in all cases, the Audits shall be of such nature and scope as
shall be reasonably required by then existing technology to confirm Tenant's
compliance with this Paragraph 24. Tenant shall fully cooperate with Landlord
and its Auditors in the conduct of such Audits. The cost of such Audits shall be
paid by Landlord unless an Audit shall disclose a

                                       31
<PAGE>

material failure of Tenant to comply with this Paragraph 24, in which case, the
cost of such Audit, and the cost of all subsequent Audits made during the
Initial Lease Term and within thirty (30) days thereafter (not to exceed two [2]
such Audits per calendar year), shall be paid for on demand by Tenant.
      (E) Landlord's Liability. Provided, however, the foregoing covenants and
undertakings of Tenant contained in this Paragraph 24 shall not apply to any
condition or matter constituting a violation of any Law: (1) which existed prior
to the commencement of Tenant's use or occupancy of the Premises; (2) which was
not caused, in whole or in part, by Tenant or Tenant's agents, employees,
officers, partners, contractors or invites; or (3) to the extent such violation
is caused by, or results from the acts or neglects of Landlord or Landlord's
agents, employees, officers, partners, contractors, guests, or invitees.
      (F) Tenant's Liability After Termination of Lease. The covenants contained
in this Paragraph 24 shall survive the expiration or termination of this Lease,
and shall continue for so long as Landlord and its successors and assigns may be
subject to any expense, liability, charge, penalty, or obligation against which
Tenant has agreed to indemnify Landlord under this Paragraph 24.
      25. RIGHT TO RELOCATE. Landlord, at its option, may substitute for the
Premises other space (hereafter called "Substitute Premises") within the
Building of which the Premises are located or another building in the office
park where the Building is located before the Term Commencement Date or at any
time during the term or any extension of this Lease. Insofar as reasonably
possible, the Substitute Premises shall have a comparable square foot area and a
configuration substantially similar to the Premises. Landlord shall give Tenant
at least sixty (60) days written notice of its intention to relocate Tenant to
the Substitute Premises. This notice will be accompanied by a floor plan of the
Substitute Premises. After such notice, Tenant shall have ten (10) days within
which to agree with Landlord on the proposed new space and unless such agreement
is reached within such period of time, this Lease shall be terminated at the end
of the sixty (60) day period of time following the aforesaid notice. Landlord
agrees to construct or alter, at its own expense, the Substitute Premises as
expeditiously as possible so that they are in substantially the same condition
that the Premises were in immediately prior to the relocation. Landlord shall
have the right to reuse the fixtures, improvements, and alterations used in the
Premises. Tenant agrees to occupy the Substitute Premises as soon as the
Landlord's work is substantially completed and a certificate of occupancy is
issued for the Substitute Premises. Landlord shall pay Tenant's reasonable cost
of moving Tenant's furnishings, trade

                                       32
<PAGE>

fixtures, and inventory to the Substitute Premises.
      Except as provided herein, Tenant agrees that all of the obligations of
this Lease, including the payment of rent, will continue despite Tenant's
relocation to the Substitute Premises. Upon substantial completion of the
Substitute Premises, this Lease will apply to the Substitute Premises as if the
Substitute Premises had been the space originally described in the Lease.
Landlord shall use all reasonable efforts to minimize any period when the
Premises shall be closed to the public as a result of the relocation.
      26. MISCELLANEOUS. Headings of paragraphs are for convenience only and
shall not be considered in construing the meaning of the contents of such
paragraph. The invalidity of any portion of this Lease shall not have any effect
on the balance hereof. Should either party institute any legal proceedings
against the other party for breach of any provision herein contained, and
prevail in such action, the losing (guilty) party shall in addition be liable
for the costs and expenses of the prevailing party, including its reasonable
attorneys' fees actually incurred (at all tribunal levels). This Lease shall be
binding upon the respective parties hereto, and upon their heirs, executors,
successors and assigns. This Lease supersedes and cancels all prior negotiations
between the parties, and no changes shall be effective unless in writing signed
by the party affected by such change. Landlord reserves the right to promulgate
(and change from time to time) reasonable regulations it deems appropriate for
the common use and benefit of all tenants, with which regulations Tenant shall
comply. Landlord may sell the Premises or the Building without affecting the
obligations of Tenant hereunder; upon the sale of the Premises or the Building,
Landlord shall be relieved of all responsibility for the Premises and shall be
released from any liability thereafter accruing under this Lease. If any
security deposit or prepaid rent has been paid by Tenant, Landlord may transfer
the security deposit or prepaid rent to Landlord's successor. Tenant agrees to
attorn to any successor to Landlord. This Lease may be recorded by either party
without the other party's prior written consent, and either party agrees on
request of the other party to execute a memorandum hereof for recording
purposes. The singular shall include the plural, and the masculine, feminine or
neuter includes the other. If Landlord, or its employees, officer, directors,
members, managers, stockholders or partners are ordered to pay Tenant a money
judgment because of Landlord's default under this Lease, said money judgment may
only be enforced against and satisfied out of: (i) Landlord's interest in the
Building in which the Premises are located including the rental income and
proceeds from sale; and (ii) any insurance or condemnation proceeds received
because of damage or condemnation to, or of, said Building that are available
for use by Landlord. No other assets of Landlord or


                                       33
<PAGE>

said other parties exculpated by the preceding sentence shall be liable for, or
subject to, any such money judgment.
      IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease in
duplicate originals, all as of the day and year first above written.

                                    LANDLORD:

                                    UNIVERSITY PLACE ASSOCIATES,
                                    a North Carolina general partnership

                                    By: /s/ Craig M. Davis
                                          ___________________, general partner

                                     TENANT:

                                    TRIMERIS, INC.,
                                    a Delaware corporation
(corporate seal)

                                    By: /s/ Matthew A. Megaro
                                          ____________ President
ATTEST:

/s/ Timothy J. Creech
    Assistant Secretary



STATE OF NORTH CAROLINA :

COUNTY OF ________________ :

      I, a Notary Public of the County and State aforesaid, certify that
_____________________, general partner of University Place Associates, a North
Carolina general partnership, personally came before me this day and
acknowledged the due execution of the foregoing instrument on behalf of, and as
an act of, said general partnership.

      Witness my hand and official stamp or seal, this _______ day of
____________, 1999.

                                          -------------------------------
                                                      Notary Public
                                          My Commission Expires:_________


                                       34
<PAGE>

STATE OF NORTH CAROLINA :

COUNTY OF Durham :

      I, a Notary Public of the County and State aforesaid, certify that
Timothy Creech and Matthew Megaro personally came before me this day and
acknowledged that _he is _________ Secretary of Trimeris, Inc., a Delaware
corporation, and that by authority duly given and as the act of the corporation,
the foregoing instrument was signed in its name by its ______ President, and
attested by ____as its _____ Secretary.

      Witness my hand and official stamp or seal, this 13th day of April, 1999.

                                             /s/ Jacqueline P. Inscoe
                                          -------------------------------
                                                      Notary Public
                                          My Commission Expires:4-15-2003
                                                                ---------


                                       35
<PAGE>



                                    EXHIBIT A
                                  ("Premises")

                      [cross-hatched drawing of premises]

                                       36
<PAGE>



                                    EXHIBIT B
         (Complete Plans and Specifications for Tenant Improvements)



            [NOTE: To be supplied by Tenant]




                                       37
<PAGE>


                                    EXHIBIT C
                        (Building Rules and Regulations)

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

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

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

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

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

      a.    Allow any furniture, packages or articles of any kind to remain in
            corridors except for short periods incidental to moving same in or
            out of the Building or for cleaning or rearranging occupancy of
            leased space.

      b.    Maintain or utilize bicycles or other vehicles in the Building.

      c.    Mark or defile elevators, toilet rooms, walls, windows, doors or any
            part of the Building.

      d.    Keep animals or birds on the Premises except those animals or birds
            normally or customarily used by Tenant in accordance with applicable
            laws.

      e.    Deposit waste paper, dirt or other substances in corridors,
            stairways, elevators, toilets, restrooms, or any other part of the
            Building not leased to it.

      f.    Tamper or interfere in any way with windows, doors, locks, air
            conditioning controls, heating, lighting, electrical or plumbing
            fixtures.

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


5.    The Landlord shall have the right to prohibit any advertising by the
      Tenant, which, in its opinion, tends to damage the reputation of the
      Building or its desirability, and upon written notice from Landlord, the
      Tenant shall discontinue any such advertising.

6.    The Landlord reserves the right to designate the time when and method
      whereby freight, furniture, safes, goods, merchandise and other articles
      may be brought into, moved or taken from the Building and the Premises
      leased by the Tenant; and workmen employed, designated or approved by the
      Landlord must be employed by Tenant for repairs, painting, material moving
      and other similar work that may be done on the Premises.

                                       38
<PAGE>

7.    The Tenant will reimburse the Landlord for the cost of repairing any
      damage to the Premises or other parts of the Building caused by the Tenant
      or the agents or employees of the Tenant, including replacing any glass
      broken.

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

9.    The Tenant shall not install in the Premises any metal safes or permit any
      concentration of excessive weight in any portion thereof without first
      having obtained the written permission of the Landlord.

10.   The  Landlord  reserves  the  right at all  times to  exclude  newsboys,
      loiterers,  vendors,  solicitors and peddlers,  from the Building and to
      require registration,  satisfactory  identification and credentials from
      all  persons  seeking  access  to any part of the  Building  outside  of
      ordinary  business  hours.  Ordinary  business  hours  shall mean Monday
      through  Friday from 7:00 a.m. to 7:00 p.m., and Saturday from 9:00 a.m.
      to 12:00 noon,  except on legal  holidays.  The Landlord  will  exercise
      its best  judgment  in the  execution  of such  control but shall not be
      held liable for the  granting or refusal of such  access.  The  Landlord
      reserves  the right to exclude  the  general  public  from the  Building
      after ordinary business hours and on weekends and holidays.

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

12.   Requests for services of janitors or other Building employees must be made
      to the Landlord. Agents or employees of Landlord shall not perform any
      work or do anything outside of their regular duties unless under special
      instructions from Landlord.
13.   Signs or any other tenant identification chill in accordance with standard
      signage for the Building. No signs of any nature shall be placed in the
      windows so as to be visible from the exterior of the Building. All signs
      not approved in writing by the Landlord shall be subject to removal
      without notice.

14.   Any improvements or alterations to the Premises by Tenant shall be
      approved in advance by the Landlord and all such work, if approved, shall
      be done at the Tenant's sole expense under the supervision of the
      Landlord.

15.   Tenant shall have a non-exclusive right to use all driveways and parking
      areas adjoining the Premises. Landlord shall have the authority to assign
      parking areas for Tenant and Tenant's employees, if deemed necessary by
      Landlord.

16.   If additional drapes or window decorations are desired by Tenant, they
      shall be approved by Landlord and installed at the Tenant's expense under
      the direction of the Landlord.

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


                                       39
<PAGE>


                                    EXHIBIT D
           (Legal Description of Lot on which Building is located)

All of Lot 6 of University Place, containing 4.050 acres, as shown on those
plats recorded in Plat Book 120, Page 198, and Plat Book 124, Page 94, Durham
County Registry; said premises being located in Durham County, North Carolina.


                                       40
<PAGE>


                                    EXHIBIT E
                                (Lease Guaranty)




                                [Not applicable]




                                       41
<PAGE>


                                    EXHIBIT F
                            (Commencement Agreement)

      THIS COMMENCEMENT AGREEMENT made and entered into this ___ day of
_____________, 199__ by and between ____________________________ (herein
"Landlord"), and ______________________________________(herein "Tenant).

                            W I T N E S S E T H:

      WHEREAS, Landlord and Tenant have entered into a lease dated _____________
(the "Lease"), a memorandum of which has been recorded in Book _________, page
_________, ______ County Registry, North Carolina covering premises legally
described on Exhibits A and D of the Lease and which are made a part hereof; and
      WHEREAS, said Lease provided for the execution of a Commencement Agreement
establishing such items as the commencement and expiration dates of the Initial
Lease Term of the Premises, the rentable and usable square footage of the
Premises, the Tenant's Proportionate Share of Landlord's Operating Expenses, and
the amount of the monthly rental obligation of Tenant.
      NOW, THEREFORE, the parties hereto agree as follows:
      1.    This  Commencement  Agreement adopts the same defined terms as set
forth in the Lease.
      2. The Term Commencement Date is ______________________, the Term
Expiration Date is _________________________________, and the Rental
Commencement Date is _______________________ (which may have to be identified at
a later time by the parties hereof).
      3. The rentable floor area of the Premises is __________ square feet, and
the usable floor area of the Premises is __________ square feet. The rentable
floor area of the Building is ______________ square feet.
      4. The Tenant's Proportionate Share of the Landlord's Base Operating
Expenses is ___________%.
      5. The initial monthly Base Rent is $________/month, the initial monthly
Base Operating Expenses allocable to Tenant is $____________/month, the total
initial monthly Fixed Rent is $___________/month.

                                       42
<PAGE>


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

                              LANDLORD:



                              TENANT:




                                       43

Source: OneCLE Business Contracts.