STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE-NET

                  AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION





1. BASIC PROVISIONS ("BASIC PROVISIONS")



         1.1 PARTIES: This Lease ("Lease"), dated for reference purposes only

December 17, 1999, is made by and between EastGroup Properties L.P., a Delaware

Limited Partnership and Encore Software, Inc., a California Corporation

("Lessee"), (collectively the "Parties," or individually a "Party").



         1.2 (a) PREMISES: That certain portion of the Project (as defined

below), including all improvements therein or to be provided by Lessor under the

terms of this lease, commonly known by the street address of 16920 South Main

Street, located in the City of Carson, County of Los Angeles, State of

California, with zip code 90746, as outlined in Exhibit A attached hereto

("Premises") and generally described as (describe briefly the nature of the

Premises): 73, 245 S.F. of a 106,868 S.F. Industrial Building. In addition to

Lessee's rights to use and occupy the Premises as hereinafter specified, Lessee

shall have non-exclusive rights to the Common Areas (as defined in Paragraph 2.7

below) as hereinafter specified, but shall not have any rights to the roof,

exterior walls or utility raceways of the building containing the Premises

("Building") or to any other buildings in the Project. The Premises, the

Building, the Common Areas, the land upon which they are located, along with all

other buildings and improvements thereon, are herein collectively referred to as

the "Project." (See also Paragraph 2)



         1.2 (b) PARKING: 100 unreserved vehicle parking spaces ("Unreserved

Parking Spaces"), and 0 reserved parking spaced ("Reserved Parking Spaces").

(See all Paragraph 2.6)



         1.3 TERM: Five (5) years and 0 months ("Original Term") commencing See

Addendum Paragraph 52 ("Commencement Date") and ending 60 months after

Commencement Date ("Expiration Date"). (See also Paragraph 3)



         1.4 EARLY POSSESSION: Upon full execution or Lease ("Early Possession

Date").



         1.5 BASE RENT: $41,749.65 ("Security Deposit"). (See also Paragraph 5)



[X] If this box is checked, there are provisions in this Lease for the Base Rent

to be adjusted.



         1.6 LESSEE'S SHARE OF THE COMMON AREA OPERATING EXPENSES: Sixty-eight

and 54/100 percent (68.54%) ("Lessee's Share")



         1.7 BASE RENT AND OTHER MONIES PAID UPON EXECUTION:



                  (a)      BASE RENT: $41,749.65 for the period 1st full month

                           of Lease

                  (b)      COMMON AREA OPERATING EXPENSES: $5,859.00 for the

                           period 1st full month of Lease

                  (c)      SECURITY DEPOSIT: $41,749.65 ("Security Deposit").

                           (See also Paragraph 5)

                  (d)      OTHER: ____________________ for ___________________

                  (e)      TOTAL DUE UPON EXECUTION OF THIS LEASE: $89,358.30



         1.8 AGREED USE: Manufacturing, development and distribution of Software

Products and all such matters or activities related thereto.



         1.9 INSURING PART.: Lessor is the "Insuring Party." (See also Paragraph

8)



         1.10 REAL ESTATE BROKERS. (See also Paragraph 15)



                  (a) REPRESENTATION: The following real estate brokers (the

"Brokers") and brokerage relationships exist in this transaction (check

applicable boxes):







                                       1

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[ ] ______________________ represents Lessor exclusivity ("Lessor's Broker");

[ ] ______________________ represents Lessee exclusivity ("Lessee's Broker"); or

[ ] ______________________ represents both Lessor and Lessee ("Dual Agent")





                  (b) PAYMENT TO BROKERS: Upon execution and delivery of this

Lease by both Parties, Lessor shall pay to the Brokers the brokerage fee agreed

to in a separate written agreement (or if there is no such agreement, the sum of

_________ or ____% of the total Base Rent for the brokerage services rendered by

the Brokers).



         1.11 GUARANTOR. The obligations of the Lessee under this Lease are to

be guaranteed by Michael A. Bell and Michael Wegmann ("Guarantor"). (See also

Paragraph 37)



         1.12 ADDENDA AND EXHIBITS. Attached hereto is an Addendum or Addenda

consisting of Paragraphs 50 through 53 and Exhibits A through 53, all of which

constitute a part of this Lease.



2. PREMISES.



         2.1 LETTING. Lessor hereby leases to Lessee, and Lessee hereby leases

from Lessor, the Premises, for the term, at the rental, and upon all of the

terms, covenants and conditions set forth in this Lease. Unless otherwise

provided herein, any statement of size set forth in this Lease, or that may have

been used in calculating Rent, is an approximation which the Parties agree is

reasonable and any payments based thereon are not subject to revision whether or

not the actual size is more or less.



         2.2 CONDITION. Lessor shall deliver that portion of the Premises

contained within the Building ("Unit") to Lessee broom clean and free of debris

on the Commencement Date or the Early Possession Date, whichever first occurs

("Start Date"), and, so long as the required service contracts described in

Paragraph 7.1 (b) below are obtained by Lessee and in effect within sixty (60)

days following the Start Date, warrants that the existing electrical, plumbing,

fire, sprinkler, lighting, heating, ventilating and air conditioning systems

("HVAC"), loading doors, if any, and all other such elements in the Unit, other

than those constructed by Lessee, shall be in good operating condition on said

date and that the structural elements of the roof, bearing walls and foundation

of the Unit shall be free of material defects. If a non-compliance with such

warranty exists as of the Start Date, or if one of such systems or elements

should malfunction or fail within the appropriate warranty period, Lessor shall,

as Lessor's sole obligation with respect to such matter, except as otherwise

provided in this Lease, promptly after receipt of written notice from Lessee

setting forth with specificity the nature and extent of such non-compliance,

malfunction or failure, rectify same at Lessor's expense. The warranty periods

shall be as follows: (i) six (6) months as to the HVAC systems, and (ii) three

(3) months as to the remaining systems and other elements of the Unit. If Lessee

does not give Lessor the required notice within the appropriate warranty period,

correction of any such non-compliance malfunction or failure shall be the

obligation of Lessee at Lessee's solo cost and expense (except for the repairs

to the fire sprinkler systems, roof, foundations and/or bearing walls-see

Paragraph 7).



         2.3 COMPLIANCE. Lessor warrants that the improvements on the Premises

and the Common Areas comply with the building codes that were in effect at the

time that each such improvement or portion thereof, was constructed, and also

with all applicable laws, covenants, or restrictions of record, regulations, and

ordinances in effect on the Start Date ("Applicable Requirements"). Said

warranty does not apply to the use to which Lessee will put the Premises or to

any Alterations or Utility Installations (as defined in Paragraph 7.3 (a)) made

or to be made by Lessee. NOTE: LESSEE IS RESPONSIBLE FOR DETERMINING WHETHER OR

NOT THE APPLICABLE REQUIREMENTS, AND ESPECIALLY THE ZONING, ARE APPROPRIATE FOR

LESSEE'S INTENDED USE, AND ACKNOWLEDGES THAT PAST USES OF THE PREMISES MAY NO

LONGER BE ALLOWED. If the Premises do not comply with said warranty, Lessor

shall, except as otherwise provided, promptly after receipt of written notice

from Lessee setting forth with specificity the nature and extent of such

non-compliance, rectify the same at Lessor's expense. If Lessee does not give

Lessor written notice of a non-compliance with this warranty within six (6)

months following the Start Date, correction of that non-compliance shall be the

obligation of Lessee at Lessee's sole cost and expense. If the Applicable

Requirements are hereafter changed so as to require during the term of this

Lease the construction of an addition to or an alteration of the Unit, Premises

and/or Building, the remediation of any Hazardous Substance, or the

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