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                               101 FEDERAL STREET
                              BOSTON, MASSACHUSETTS

                                  OFFICE LEASE

                                     BETWEEN

              BEAMETFED, INC., a Maryland corporation ("LANDLORD"),

                                       AND

             MERRILL CORPORATION, a Minnesota corporation ("TENANT")





















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                               TABLE OF CONTENTS

<TABLE>
<S>                                                                        <C>
I. Basic Lease Information; Definitions ..................................  1
II. Lease Grant ..........................................................  4
III. Adjustment of Commencement Date/Possession ..........................  4
IV. Rent .................................................................  4
V. Use ................................................................... 10
VI. Security Deposit ..................................................... 11
VII. Services to be Furnished by Landlord ................................ 11
VIII. Leasehold Improvements ............................................. 12
IX. Graphics ............................................................. 13
X. Repairs and Alterations ............................................... 13
XI. Use of Electrical Services by Tenant ................................. 14
XII. Entry by Landlord ................................................... 16
XIII. Assignment and Subletting .......................................... 16
XIV. Liens ............................................................... 18
XV. Indemnity and Waiver of Claims ....................................... 18
XVI. Tenant's Insurance .................................................. 20
XVII. Subrogation ........................................................ 21
XVIII. Landlord's Insurance .............................................. 22
XIX. Casualty Damage ..................................................... 22
XX. Demolition ........................................................... 23
XXI. Condemnation ........................................................ 24
XXII. Events of Default .................................................. 24
XXIII. Remedies .......................................................... 25
XXIV. LIMITATION OF LIABILITY ............................................ 27
XXV. No Waiver ........................................................... 28
XXVI. Event of Bankruptcy ................................................ 28
XXVII. Waiver of Jury Trial .............................................. 29
XXVIII. Relocation ....................................................... 30
XXIX. Holding Over ....................................................... 30
XXX. Subordination to Mortgages; Estoppel Certificate .................... 30
XXXI. Attorneys' Fees .................................................... 31
XXXII. Notice ............................................................ 31
XXXIII. Landlord's Lien .................................................. 31
XXXIV. Excepted Rights ................................................... 31
XXXV. Surrender of Premises .............................................. 32
XXXVI. Miscellaneous ..................................................... 32
XXXVII. Entire Agreement ................................................. 35
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                             OFFICE LEASE AGREEMENT

      This Office Lease Agreement (the "Lease") is made and entered into as of
the 30th day of July, 1998, by and between BEAMETFED, INC., a Maryland
corporation ("Landlord") and MERRILL CORPORATION, a Minnesota corporation
("Tenant").

I.    Basic Lease Information; Definitions.

      A.    The following are some of the basic lease information and defined
            terms used in this Lease.

            1.    "Additional Base Rental" shall mean Tenant's Pro Rata Share of
                  Basic Costs and any other sums (exclusive of Base Rental) that
                  are required to be paid by Tenant to Landlord hereunder, which
                  sums are deemed to be additional rent under this Lease.
                  Additional Base Rental and Base Rental are sometimes
                  collectively referred to herein as "Rent".

            2.    "Base Rental" shall mean the sum of Two Million Seven Hundred
                  One Thousand Two Hundred and 00/100 Dollars ($2,701,200.00),
                  payable by Tenant to Landlord in sixty (60) monthly
                  installments as follows:

                        Sixty (60) equal installments of Forty-Five Thousand
                        Twenty and 00/100 Dollars ($45,020.00), each payable on
                        or before the first day of each month during the period
                        beginning November 15 1998, and ending November 30,
                        2003, provided that the installment of Base Rental for
                        the first full calendar month of the Lease Term shall be
                        payable upon the execution of this Lease by Tenant.

            3.    "Building" shall mean the office building located at 101
                  Federal Street, County of Suffolk, Commonwealth of
                  Massachusetts, commonly known as 101 Federal Street.

            4.    The "Commencement Date," "Lease Term" and "Termination Date"
                  shall have the meanings set forth in subsection I.A.4.b.
                  below:

                  a.    The "Lease Term" shall mean a period of sixty (60)
                        months, commencing on November 15, 1998 (the
                        "Commencement Date") and, unless sooner terminated as
                        provided herein, ending on November 30, 2003.;

                  b.    Intentionally Omitted.

            5.    "Premises" shall mean the area located on the twenty-first
                  (21st) floor of the Building, as outlined on Exhibit A
                  attached hereto and incorporated herein. Landlord and Tenant
                  hereby stipulate and agree that the "Rentable Area of the
                  Premises" shall mean 13,506 square feet, the useable area of
                  the Premises shall mean 10,786 square feet and the "Rentable
                  Area of the Building" shall mean 553,000 square feet. If the
                  Premises being leased to Tenant hereunder include one or more
                  floors within the Building in their entirety, the definition
                  of Premises with respect to such full floor(s) shall include
                  all corridors and restroom facilities located on such
                  floor(s). Notwithstanding the forgoing, unless specifically


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                  provided herein to the contrary, the Premises shall not
                  include any telephone closets, electrical closets, janitorial
                  closets, equipment rooms or similar areas on any full or
                  partial floor that are used by Landlord for the operation of
                  the Building.

            6.    "Permitted Use" shall mean general office use.

            7.    "Security Deposit" shall mean $-0-.

            8.    "Tenant's Pro Rata Share" shall mean two and forty-four
                  hundredths percent (2.44%), which is the quotient (expressed
                  as a percentage), derived by dividing the Rentable Area of the
                  Premises by the Rentable Area of the Building.

            9.    "Guarantor(s)" shall mean None.

            10.   "Notice Addresses" shall mean the following addresses for
                  Tenant and Landlord, respectively:

                  Tenant:

                  Steve Machov, Esq.
                  General Counsel
                  Merrill Corporation
                  One Merrill Circle
                  St. Paul, Minnesota 55108

                  With a copy to:

                  Merrill Corporation
                  Attn: Facilities Manager
                  One Merrill Circle
                  St. Paul, Minnesota 55108

                  and to:

                  Robert Smith, Esq.
                  701 Fourth Avenue South
                  Suite 500
                  Minneapolis, Minnesota 55415

                  Landlord:
                  BeaMetFed, Inc.
                  c/o Equity Office Properties Trust
                  75 Federal Street
                  Boston, Massachusetts 02210
                  Attention: Building Manager

                  With a copy to:

                  Equity Office Properties Trust
                  Two North Riverside Plaza
                  Suite 2200
                  Chicago, Illinois 60606
                  Attention: General Counsel of Property Operations

                  Payments of Rent only shall be made payable to the order of:
                  Equity Office Properties


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                  at the following address:

                  EOP Operating Limited Partnership, 
                  as Agent for BeaMetFed, Inc. 
                  P.0. Box 30019 
                  Hartford, Connecticut 06150-0019

      B.    The following are additional definitions of some of the defined
            terms used in the Lease.

            1.    "Expenses Base Year" shall mean the 1998 calendar year for
                  purposes of determining Tenant's Pro Rata Share of increases
                  in Expenses (as hereinafter defined) and "Tax Base Year" shall
                  mean the fiscal year July 1, 1998 through June 30, 1999 for
                  purposes of determining Tenant's Pro Rata Share of increases
                  in Taxes (as hereinafter defined). For purposes hereof, the
                  term "Fiscal Year" shall mean the Tax Base Year and each
                  period of July 1st to June 30th thereafter.

            2.    "Basic Costs" shall mean all costs and expenses paid or
                  incurred in connection with operating, maintaining, repairing,
                  managing and owning the Building and the Property, as further
                  described in Article IV hereof.

            3.    "Broker" means CB Richard Ellis, Inc.

            4.    "Building Standard" shall mean the type, grade, brand, quality
                  and/or quantity of materials Landlord designates from time to
                  time to be the minimum quality and/or quantity to be used in
                  the Building.

            5.    "Business Day(s)" shall mean Mondays through Fridays exclusive
                  of the normal business holidays ("Holidays") of New Year's
                  Day, Memorial Day, Independence Day, Labor Day, Thanksgiving
                  Day and Christmas Day. Landlord, from time to time during the
                  Lease Term, shall have the right to designate additional
                  Holidays, provided that such additional Holidays are commonly
                  recognized by other office buildings in the area where the
                  Building is located.

            6.    "Common Areas" shall mean those areas provided for the common
                  use or benefit of all tenants generally and/or the public,
                  such as corridors, elevator foyers, common mail rooms,
                  restrooms, vending areas, lobby areas (whether at ground level
                  or otherwise) and other similar facilities.

            7.    "Landlord Work" shall mean the work, if any, that Landlord is
                  obligated to perform in the Premises pursuant to the Work
                  Letter Agreement, if any, attached hereto as Exhibit D.

            8.    "Maximum Rate" shall mean the greatest per annum rate of
                  interest permitted from time to time under applicable law.

            9.    "Normal Business Hours" for the Building shall mean 8:00 A.M.
                  to 6:00 P.M. Mondays through Fridays, exclusive of Holidays.

            10.   "Prime Rate" shall mean the per annum interest rate publicly
                  announced by The First National Bank of Chicago or any
                  successor thereof from time to time (whether or not charged in
                  each instance) as its prime or base rate in Chicago, Illinois.


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            11.   "Property" shall mean the Building and the parcel(s) of land
                  on which it is located and, at Landlord's discretion, the
                  Building garage, if any, and all other improvements owned by
                  Landlord and serving the Building and the tenants thereof and
                  the parcel(s) of land on which they are located.

II.   Lease Grant.

      Subject to and upon the terms herein set forth, Landlord leases to Tenant
and Tenant leases from Landlord the Premises, together with the right, in common
with others, to use the Common Areas.

III.  Adjustment of Commencement Date/Possession.

      A.    Intentionally Omitted.

      B.    Tenant shall lease the Premises "as-is", in the condition in which
            the Premises are in as of the date of this Lease, without any
            obligation on the part of Landlord to prepare or construct the
            Premises for Tenant's occupancy, except as expressly set forth in
            Exhibit D herein. By taking possession of the Premises, Tenant is
            deemed to have accepted the Premises and agreed that the Premises is
            in good order and satisfactory condition, with no representation or
            warranty by Landlord as to the condition of the Premises or the
            Building or suitability thereof for Tenant's use.

      C.    Intentionally Omitted.

      D.    If Tenant takes possession of the Premises prior to the Commencement
            Date, such possession shall be subject to all the terms and
            conditions of the Lease and Tenant shall pay Base Rental and
            Additional Base Rental to Landlord for each day of occupancy prior
            to the Commencement Date. Notwithstanding the foregoing, if Tenant,
            with Landlord's prior approval, takes possession of the Premises
            prior to the Commencement Date for the sole purpose of performing
            any Landlord-approved improvements therein or installing furniture,
            equipment or other personal property of Tenant, such possession
            shall be subject to all of the terms and conditions of the Lease,
            except that Tenant shall not be required to pay Base Rental or
            Additional Base Rental with respect to the period of time prior to
            the Commencement Date during which Tenant performs such work. Tenant
            shall, however, be liable for the cost of any services (e.g.
            electricity, HVAC, freight elevators) that are provided to Tenant or
            the Premises during the period of Tenant's possession prior to the
            Commencement Date. Nothing herein shall be construed as granting
            Tenant the right to take possession of the Premises prior to the
            Commencement Date, whether for construction, fixturing or any other
            purpose, without the prior consent of Landlord.

IV.   Rent.

      A.    During each calendar year, or portion thereof, falling within the
            Lease Term, Tenant shall pay to Landlord as Additional Base Rental
            hereunder the sum of: (1) Tenant's Pro Rata Share of the amount, if
            any, by which Taxes (hereinafter defined) for the applicable Fiscal
            Year exceed Taxes for the Tax Base Year plus; (2) Tenant's Pro Rata
            Share of the amount, if any, by which Expenses (hereinafter defined)
            for the applicable calendar year exceed Expenses for the Expenses
            Base Year. For purposes hereof, "Expenses" shall mean all Basic
            Costs with the exception of Taxes.


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            Tenant's Pro Rata Share of increases in Taxes and Tenant's Pro Rata
            Share of increases in Expenses shall be computed separate and
            independent of each other prior to being added together to determine
            the "Excess". In the event that Taxes in any Fiscal Year decrease
            below the amount of Taxes for the Tax Base Year, Tenant's Pro Rata
            Share of Taxes for such Fiscal Year shall be deemed to be $0, it
            being understood that Tenant shall not be entitled to any credit or
            offset if Taxes decrease below the corresponding amount for the Tax
            Base Year. In the event that Expenses in any calendar year decrease
            below the amount of Expenses for the Expenses Base Year, Tenant's
            Pro Rata Share of Expenses for such calendar year shall be deemed to
            be $0, it being understood that Tenant shall not be entitled to any
            credit or offset if Expenses decrease below the corresponding amount
            for the Expenses Base Year. Notwithstanding the fact that Tenant's
            Pro Rata Share of increases in Taxes over the Tax Base Year is
            calculated on a Fiscal Year basis, Landlord shall be entitled to
            bill Tenant for such amounts following the end of each calendar year
            at the same time that Tenant will be billed for its Pro Rata Share
            of increases in Expenses over the Expenses Base Year. For example,
            during the calendar year 2000, Tenant, on a monthly basis as
            provided below, shall pay Landlord an amount equal to one-twelfth
            (1/12) of the estimated amount by which Taxes for the Fiscal Year
            1999 (7/1/98 - 6/30/99) will exceed Taxes for the Tax Base Year.
            Following the date on which Landlord receives the quarterly tax bill
            with respect to the actual amount of Taxes for Fiscal Year 2000,
            Landlord, as provided below, shall provide Tenant with a
            reconciliation of Tenant's actual Pro Rata Share of the amount by
            which Taxes for the Fiscal Year 2000 exceed Taxes for the Tax Base
            Year. Such reconciliation statement may be sent by Landlord
            separately or together with Landlord's reconciliation of Tenant's
            actual Pro Rata Share of the amount by which Expenses for the
            calendar year 1999 exceed Expenses for the Expenses Base Year. If
            the Tax Base Year is more than or less than twelve (12) months, the
            Tax Base Year shall be adjusted pro-rata so that the Tax Base Year
            is determined on a twelve (12) month basis. If any Fiscal Year after
            the Tax Base Year is more than or less than twelve (12) months, then
            such Fiscal Year shall be adjusted pro-rata so that such Fiscal Year
            is determined on a twelve (12) month basis for the purposes of
            calculating the Excess for such Fiscal Year.

            As soon as is practical following the end of each calendar year
            during the Lease Term, Landlord shall furnish to Tenant a statement
            of Landlord's actual Basic Costs and the actual Excess for the
            previous calendar year. Landlord shall use reasonable efforts to
            furnish the statement of actual Basic Costs on or before June 1 of
            the calendar year immediately following the calendar year to which
            the statement applies. If the estimated Excess actually paid by
            Tenant for the prior year is in excess of Tenant's actual Pro Rata
            Share of the Excess for such prior year, then Landlord shall apply
            such overpayment against Additional Base Rental due or to become due
            hereunder, provided if the Lease Term expires prior to the
            determination of such overpayment, Landlord shall refund such
            overpayment to Tenant after first deducting the amount of any Rent
            due hereunder. Likewise, Tenant shall pay to Landlord, within thirty
            (30) days after demand, any underpayment with respect to the prior
            year, whether or not the Lease has terminated prior to receipt by
            Tenant of a statement for such underpayment, it being understood
            that this clause shall survive the expiration of the Lease.

      B.    Basic Costs shall mean all costs and expenses paid or incurred in
            each calendar year in connection with operating, maintaining,
            repairing, managing and owning the Building and the Property,
            including, but not limited to, the following:


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            1.    All labor costs for all persons performing services required
                  or utilized in connection with the operation, repair,
                  replacement and maintenance of and control of access to the
                  Building and the Property, including but not limited to
                  amounts incurred for wages, salaries and other compensation
                  for services, payroll, social security, unemployment and other
                  similar taxes, workers' compensation insurance, uniforms,
                  training, disability benefits, pensions, hospitalization,
                  retirement plans, group insurance or any other similar or like
                  expenses or benefits.

            2.    All management fees, the cost of equipping and maintaining a
                  management office at the Building, accounting services, legal
                  fees not attributable to leasing and collection activity, and
                  all other administrative costs relating to the Building and
                  the Property. If management services are not provided by a
                  third party, Landlord shall be entitled to a management fee
                  comparable to that due and payable to third parties provided
                  Landlord or management companies owned by, or management
                  divisions of, Landlord perform actual management services of a
                  comparable nature and type as normally would be performed by
                  third parties.

            3.    All rental and/or purchase costs of materials, supplies, tools
                  and equipment used in the operation, repair, replacement and
                  maintenance and the control of access to the Building and the
                  Property.

            4.    All amounts charged to Landlord by contractors and/or
                  suppliers for services, replacement parts, components,
                  materials, equipment and supplies furnished in connection with
                  the operation, repair, maintenance, replacement of and control
                  of access to any part of the Building, or the Property
                  generally, including the heating, air conditioning,
                  ventilating, plumbing, electrical, elevator and other systems
                  and equipment. At Landlord's option, major repair items may be
                  amortized over a period of up to five (5) years.

            5.    All premiums and deductibles paid by Landlord for fire and
                  extended coverage insurance, earthquake and extended coverage
                  insurance, liability and extended coverage insurance, rental
                  loss insurance, elevator insurance, boiler insurance and other
                  insurance customarily carried from time to time by landlords
                  of comparable office buildings or required to be carried by
                  Landlord's Mortgagee.

            6.    Charges for water, gas, steam and sewer, but excluding those
                  charges for which Landlord is otherwise reimbursed by tenants,
                  and charges for Electrical Costs. For purposes hereof, the
                  term "Electrical Costs" shall mean: (i) all charges paid by
                  Landlord for electricity supplied to the Building, Property
                  and Premises, regardless of whether such charges are
                  characterized as distribution charges, transmission charges,
                  generation charges, public good charges, disconnection
                  charges, competitive transaction charges, stranded cost
                  recoveries or otherwise; (ii) except to the extent otherwise
                  included in Basic Costs, any costs incurred in connection with
                  the energy management program for the Building, Property and
                  Premises, including any costs incurred for the replacement of
                  lights and ballasts and the purchase and installation of
                  sensors and other energy saving equipment; and (iii) if and to
                  the extent permitted by law, a reasonable fee for the services
                  provided by Landlord in connection with the selection of
                  utility companies and


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                  the negotiation and administration of contracts for the
                  generation of electricity. Notwithstanding the foregoing,
                  Electrical Costs shall be adjusted as follows: (a) any amounts
                  received by Landlord as reimbursement for above standard
                  electrical consumption shall be deducted from Electrical
                  Costs, (b) the cost of electricity incurred in providing
                  overtime HVAC to specific tenants shall be deducted from
                  Electrical Costs, it being agreed that the electrical
                  component of overtime HVAC Costs shall be calculated as a
                  reasonable percentage of the total HVAC costs charged to such
                  tenants, and (c) if Tenant is billed directly for the cost of
                  electricity to the Premises as a separate charge in addition
                  to Base Rental and Basic Costs, the cost of electricity to
                  individual tenant spaces in the Building shall be deducted
                  from Electrical Costs.

            7.    "Taxes", which for purposes hereof, shall mean: (a) all real
                  estate taxes and assessments on the Property, the Building or
                  the Premises, and taxes and assessments levied in substitution
                  or supplementation in whole or in part of such taxes, (b) all
                  personal property taxes for the Building's personal property,
                  including license expenses, (c) all taxes imposed on services
                  of Landlord's agents and employees, (d) all other taxes, fees
                  or assessments now or hereafter levied by any governmental
                  authority on the Property, the Building or its contents or on
                  the operation and use thereof (except as relate to specific
                  tenants), and (e) all costs and fees incurred in connection
                  with seeking reductions in or refunds in Taxes including,
                  without limitation, any costs incurred by Landlord to
                  challenge the tax valuation of the Building, but excluding
                  income taxes. For the purpose of determining real estate taxes
                  and assessments for any given Fiscal Year, the amount to be
                  included in Taxes for such year shall be as follows: (1) with
                  respect to any special assessment that is payable in
                  installments, Taxes for such year shall include the amount of
                  the installment (and any interest) due and payable during such
                  Fiscal Year; and (2) with respect to all other real estate
                  taxes, Taxes for such Fiscal Year shall include the amount due
                  and payable for such Fiscal Year. If a reduction in Taxes is
                  obtained for any Fiscal Year of the Lease Term during which
                  Tenant paid its Pro Rata Share of Basic Costs, then Basic
                  Costs for such year will be retroactively adjusted and
                  Landlord shall provide Tenant with a credit, if any, based on
                  such adjustment. Likewise, if d reduction is subsequently
                  obtained for Taxes for the Tax Base Year, Basic Costs for the
                  Tax Base Year shall be restated and the Excess for all
                  subsequent years recomputed. Tenant shall pay to Landlord
                  Tenant's Pro Rata Share of any such increase in the Excess
                  within thirty (30) days after Tenant's receipt of a statement
                  therefor from Landlord.

            8.    All landscape expenses and costs of maintaining, repairing,
                  resurfacing and striping of the parking areas and garages of
                  the Property, if any.

            9.    Cost of all maintenance service agreements, including those
                  for equipment, alarm service, window cleaning, drapery or
                  venetian blind cleaning, janitorial services, pest control,
                  uniform supply, plant maintenance, landscaping, and any
                  parking equipment.

            10.   Cost of all other repairs, replacements and general
                  maintenance of the Property and Building neither specified
                  above nor directly billed to tenants.


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            11.   The amortized cost of capital improvements made to the
                  Building or the Property which are: (a) primarily for the
                  purpose of reducing operating expense costs or otherwise
                  improving the operating efficiency of the Property or
                  Building; or (b) required to comply with any laws, rules or
                  regulations of any governmental authority or a requirement of
                  Landlord's insurance carrier. The cost of such capital
                  improvements shall be amortized over a period of five (5)
                  years and shall, at Landlord's option, include interest at a
                  rate that is reasonably equivalent to the interest rate that
                  Landlord would be required to pay to finance the cost of the
                  capital improvement in question as of the date such capital
                  improvement is performed, provided if the payback period for
                  any capital improvement is less than five (5) years, Landlord
                  may amortize the cost of such capital improvement over the
                  payback period.

            12.   Any other expense or charge of any nature whatsoever which, in
                  accordance with general industry practice with respect to the
                  operation of a first-class office building, would be construed
                  as an operating expense.

            Basic Costs shall not include the cost of capital improvements
            (except as set forth above and as distinguished from replacement
            parts or components purchased and installed in the ordinary course),
            depreciation, interest (except as provided above with respect to the
            amortization of capital improvements), lease commissions, and
            principal payments on mortgage and other non-operating debts of
            Landlord. In addition, if Landlord incurs any common Expenses in
            connection with the Building and one or more other buildings, the
            cost of such Expenses shall be equitably prorated between the
            Building and such other buildings. If the Building is not at least
            ninety-five percent (95%) occupied during any calendar year of the
            Lease Term or if Landlord is not supplying services to at least
            ninety-five percent (95%) of the total Rentable Area of the Building
            at any time during any calendar year of the Lease Term, actual Basic
            Costs for purposes hereof shall, at Landlord's option, be determined
            as if the Building had been ninety-five percent (95%) occupied and
            Landlord had been supplying services to ninety-five percent (95%) of
            the Rentable Area of the Building during such year. If Tenant pays
            for its Pro Rata Share of Basic Costs based on increases over a
            "Base Year" and Basic Costs for any calendar year during the Lease
            Term are determined as provided in the foregoing sentence, Basic
            Costs for such Base Year shall also be determined as if the Building
            had been ninety-five percent (95%) occupied and Landlord had been
            supplying services to ninety-five percent (95%) of the Rentable Area
            of the Building. Any necessary extrapolation of Basic Costs under
            this Article shall be performed by adjusting the cost of those
            components of Basic Costs that are impacted by changes in the
            occupancy of the Building (including, at Landlord's option, Taxes)
            to the cost that would have been incurred if the Building had been
            ninety-five percent (95%) occupied and Landlord had been supplying
            services to ninety-five percent (95%) of the Rentable Area of the
            Building. In addition, if Tenant's Pro Rata Share of Basic Costs is
            determined based upon increases over a Base Year and Basic Costs for
            the Base Year include exit and disconnection fees, stranded cost
            charges and/or competitive transaction charges, such fees and
            charges may, at Landlord's option, be imputed as a Basic Cost for
            subsequent years in which such fees and charges are not incurred. In
            no event, however, shall the amount of such imputed fees and charges
            exceed the actual amount of exit and disconnection fees, stranded
            cost charges and/or competitive transaction charges that were
            actually included in Basic Costs for the Base Year.


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      C.    If Basic Costs for any calendar year increase by more than five
            percent (5%) over Basic Costs for the immediately preceding calendar
            year, Tenant, within ninety (90) days after receiving Landlord's
            statement of actual Basic Costs for a particular calendar year,
            shall have the right to provide Landlord with written notice (the
            "Review Notice") of its intent to review Landlord's books and
            records relating to the Basic Costs for such calendar year. Within a
            reasonable time after receipt of a timely Review Notice, Landlord
            shall make such books and records available to Tenant or Tenant's
            agent for its review at either Landlord's home office or at the
            office of the Building, provided that if Tenant retains an agent to
            review Landlord's books and records for any calendar year, such
            agent must be a CPA firm licensed to do business in the state in
            which the Building is located and must not be paid on a contingent
            fee basis. Tenant shall be solely responsible for any and all costs,
            expenses and fees incurred by Tenant or Tenant's agent in connection
            with such review. If Tenant elects to review Landlord's books and
            records, within thirty (30) days after such books and records are
            made available to Tenant, Tenant shall have the right to give
            Landlord written notice stating in reasonable detail any objection
            to Landlord's statement of actual Basic Costs for such calendar
            year. If Tenant fails to give Landlord written notice of objection
            within such thirty (30) day period or fails to provide Landlord with
            a Review Notice within the ninety (90) day period provided above,
            Tenant shall be deemed to have approved Landlord's statement of
            Basic Costs in all respects and shall thereafter be barred from
            raising any claims with respect thereto. Upon Landlord's receipt of
            a timely objection notice from Tenant, Landlord and Tenant shall
            work together in good faith to resolve the discrepancy between
            Landlord's statement and Tenant's review. If Landlord and Tenant
            determine that Basic Costs for the calendar year in question are
            less than reported, Landlord shall provide Tenant with a credit
            against future Additional Base Rental in the amount of any
            overpayment by Tenant. Likewise, if Landlord and Tenant determine
            that Basic Costs for the calendar year in question are greater than
            reported, Tenant shall forthwith pay to Landlord the amount of
            underpayment by Tenant. Any information obtained by Tenant pursuant
            to the provisions of this Section shall be treated as confidential.
            Notwithstanding anything herein to the contrary, Tenant shall not be
            permitted to examine Landlord's books and records or to dispute any
            statement of Basic Costs unless Tenant has paid to Landlord the
            amount due as shown on Landlord's statement of actual Basic Costs,
            said payment being a condition precedent to Tenant's right to
            examine Landlord's books and records.

      D.    Tenant covenants and agrees to pay to Landlord during the Lease
            Term, without any setoff or deduction whatsoever, except as
            expressly set forth in Exhibit D, the full amount of all Base
            Rental, as additional rent, and Additional Base Rental due
            hereunder. In addition, Tenant shall pay and be liable for, as
            additional rent, all rental, sales and use taxes or other similar
            taxes, if any, levied or imposed by any city, state, county or other
            governmental body having authority, such payments to be in addition
            to all other payments required to be paid to Landlord by Tenant
            under the terms and conditions of this Lease. Any such payments
            shall be paid concurrently with the payments of the Rent on which
            the tax is based. The Base Rental, Tenant's Pro Rata Share of Basic
            Costs and any recurring monthly charges due hereunder shall be due
            and payable in advance on the first day of each calendar month
            during the Lease Term without demand, provided that the installment
            of Base Rental for the first full calendar month of the Lease Term
            shall be payable upon the execution of this Lease by Tenant. All
            other items of Rent shall be due and payable by Tenant on or before
            ten (10) days after billing by Landlord. Notwithstanding the
            foregoing, any charges which are not fixed amounts and for which


                                      -9-
<PAGE>

            Landlord must bill Tenant, such as year-end adjustment of Tenant's
            Pro Rata Share of Basic Costs (as opposed to estimated payments due
            monthly), shall be paid by Tenant within twenty (20) days after the
            date Tenant receives the bill for such charges. If the Lease Term
            commences on a day other than the first day of a calendar month or
            terminates on a day other than the last day of a calendar month,
            then the monthly Base Rental and Tenant's Pro Rata Share of Basic
            Costs for such month shall be prorated for the number of days in
            such month occurring within the Lease Term based on a fraction, the
            numerator of which is the number of days of the Lease Term that fell
            within such calendar month and the denominator of which is thirty
            (30). All such payments shall be by a good and sufficient check. No
            payment by Tenant or receipt or acceptance by Landlord of a lesser
            amount than the correct amount of Rent due under this Lease shall be
            deemed to be other than a payment on account of the earliest Rent
            due hereunder, nor shall any endorsement or statement on any check
            or any letter accompanying any check or payment be deemed an accord
            and satisfaction, and Landlord may accept such check or payment
            without prejudice to Landlord's right to recover the balance or
            pursue any other available remedy. The acceptance by Landlord of any
            Rent on a date after the due date of such payment shall not be
            construed to be a waiver of Landlord's right to declare a default
            for any other late payment. Tenant's covenant to pay Rent shall be
            independent of every other covenant set forth in this Lease.

      E.    All Rent not paid when due and payable shall bear interest from the
            date due until paid at the lesser of: (1) eighteen percent (18%) per
            annum; or (2) the Maximum Rate, provided Tenant shall be entitled to
            a grace period of five (5) days with respect to the first two (2)
            late payments in any calendar year. In addition, if Tenant fails to
            pay any installment of Rent when due and payable hereunder, a
            service fee equal to five percent (5%) of such unpaid amount will be
            due and payable immediately by Tenant to Landlord, provided Tenant
            shall be entitled to a grace period of five (5) days with respect to
            the first two (2) late payments in any calendar year.

      F.    Intentionally Omitted.

V.    Use.

      The Premises shall be used for the Permitted Use and for no other purpose.
Tenant agrees not to use or permit the use of the Premises for any purpose which
is illegal, dangerous to life, limb or property or which, in Landlord's
reasonable opinion, creates a nuisance or which would increase the cost of
insurance coverage with respect to the Building. Tenant shall conduct its
business and control its agents, servants, contractors, employees, customers,
licensees, and invitees in such a manner as not to interfere with, annoy or
disturb other tenants, or in any way interfere with Landlord in the management
and operation of the Building. Tenant will maintain the Premises in a clean and
healthful condition, and comply with all laws, ordinances, orders, rules and
regulations of any governmental entity with reference to the operation of
Tenant's business and to the use, condition, configuration or occupancy of the
Premises, including without limitation, the Americans with Disabilities Act
(collectively referred to as "Laws"). Tenant, within ten (10) days after receipt
thereof, shall provide Landlord with copies of any notices it receives with
respect to a violation or alleged violation of any Laws. Tenant shall reimburse
and compensate Landlord for all expenditures made by, or damages or fines
sustained or incurred by, Landlord due to any violations of Laws by Tenant or
any Tenant Related Parties with respect to the Premises. Tenant will comply with
the rules and regulations of the Building attached hereto as Exhibit B and such
other rules and regulations adopted and altered by Landlord from time to time
and will cause all of its agents, servants, contractors, employees, customers,
licensees and invitees to do so. All changes to such rules and regulations will
be reasonable and shall be sent by


                                      -10-
<PAGE>

Landlord to Tenant in writing.

VI.   Security Deposit.

      Intentionally Omitted.

VII.  Services to be Furnished by Landlord.

      A.    Landlord, as part of Basic Costs (except as otherwise provided),
            agrees to furnish Tenant the following services:

            1.    Water for use in the lavatories on the floor(s) on which the
                  Premises is located. If Tenant desires water in the Premises
                  for any approved reason, including a private lavatory or
                  kitchen, cold water shall be supplied, at Tenant's sole cost
                  and expense, from the Building water main through a line and
                  fixtures installed at Tenant's sole cost and expense with the
                  prior reasonable consent of Landlord. If Tenant desires hot
                  water in the Premises, Tenant, at its sole cost and expense
                  and subject to the prior reasonable consent of Landlord, may
                  install a hot water heater in the Premises. Tenant shall be
                  solely responsible for maintenance and repair of any such hot
                  water heater.

            2.    Central heat and air conditioning in season during Normal
                  Business Hours, at such temperatures and in such amounts as
                  are considered by Landlord, in its reasonable judgment, to be
                  standard for buildings of similar class, size, age and
                  location, or as required by governmental authority. In the
                  event that Tenant requires central heat, ventilation or air
                  conditioning at hours other than Normal Business Hours, such
                  central heat, ventilation or air conditioning shall be
                  furnished only upon the written request of Tenant delivered to
                  Landlord at the office of the Building prior to 3:00 P.M. at
                  least one Business Day in advance of the date for which such
                  usage is requested. Tenant shall pay Landlord, as Additional
                  Base Rental, the entire cost of additional service as such
                  costs are determined by Landlord from time to time, Landlord
                  acknowledges that Tenant will operate its business and use the
                  Premises 24 hours per day up to seven (7) days per week.
                  Provided that Landlord first approves Tenant's plans and
                  specifications therefor pursuant to and in accordance with
                  Article X.B hereof, Tenant shall have the right to install, at
                  Tenant's sole cost and expense, a supplemental HVAC system
                  which Tenant intends to use after Normal Business Hours.
                  Tenant shall, at Tenant's sole cost and expense, be
                  responsible for the repair, maintenance and operating expenses
                  of the supplemental HVAC system.

            3.    Maintenance and repair of all Common Areas in the manner and
                  to the extent reasonably deemed by Landlord to be standard for
                  buildings of similar class, size, age and location.

            4.    Janitor service on Business Days; provided, however, if
                  Tenant's use, floor covering or other improvements require
                  special services, Tenant shall pay the additional cost
                  reasonably attributable thereto as Additional Base Rental.

            5.    Passenger elevator service in common with other tenants of the
                  Building.


                                      -11-
<PAGE>

            6.    Electricity to the Premises for general office use, in
                  accordance with and subject to the terms and conditions set
                  forth in Article XI of this Lease.

      B.    The failure by Landlord to any extent to furnish, or the
            interruption or termination of, any services in whole or in part,
            resulting from adherence to laws, regulations and administrative
            orders, wear, use, repairs, improvements, alterations or any causes
            beyond the reasonable control of Landlord shall not render Landlord
            liable in any respect nor be construed as a constructive eviction of
            Tenant, nor give rise to an abatement of Rent, nor relieve Tenant
            from the obligation to fulfill any covenant or agreement hereof.
            Should any of the equipment or machinery used in the provision of
            such services for any cause cease to function properly, Landlord
            shall use reasonable diligence to repair such equipment or
            machinery. Notwithstanding anything to the contrary contained in
            this Section VII.B. if: (i) Landlord ceases to furnish any service
            in the Building for a period in excess of five (5) consecutive days
            after Tenant notifies Landlord of such cessation (the "Interruption
            Notice"); (ii) such cessation does not arise as a result of an act
            or omission of Tenant; (iii) such cessation is not caused by a fire
            or other casualty (in which case Article XIX shall control); (iv)
            the restoration of such service is reasonably within the control of
            Landlord; and (v) as a result of such cessation, the Premises or a
            material portion thereof, is rendered untenantable (meaning that
            Tenant is unable to use the Premises in the normal course of its
            business) and Tenant in fact ceases to use the Premises, or material
            portion thereof, then Tenant, as its sole remedy, shall be entitled
            to receive an abatement of Base Rental payable hereunder during the
            period beginning on the sixth (6th) consecutive day of such
            cessation and ending on the day when the service in question has
            been restored. In the event the entire Premises has not been
            rendered untenantable by the cessation in service, the amount of
            abatement that Tenant is entitled to receive shall be prorated based
            upon the percentage of the Premises so rendered untenantable and not
            used by Tenant.

      C.    Tenant expressly acknowledges that if Landlord, from time to time,
            elects to provide security services, Landlord shall not be deemed to
            have warranted the efficiency of any security personnel, service,
            procedures or equipment and Landlord shall not be liable in any
            manner for the failure of any such security personnel, services,
            procedures or equipment to prevent or control, or apprehend anyone
            suspected of personal injury, property damage or any criminal
            conduct in, on or around the Property.

VIII. Leasehold Improvements.

      Any trade fixtures, unattached and movable equipment or furniture, or
other personalty brought into the Premises by Tenant ("Tenant's Property")
shall be owned and insured by Tenant. Tenant shall remove all such Tenant's
Property from the Premises in accordance with the terms of Article XXXV hereof.
Any and all alterations, additions and improvements to the Premises, including
any built-in furniture (collectively, "Leasehold Improvements") shall be owned
and insured by Landlord and shall remain upon the Premises, all without
compensation, allowance or credit to Tenant. Landlord may, nonetheless, at any
time prior to, or within six (6) months after, the expiration or earlier
termination of this Lease or Tenant's right to possession, require Tenant to
remove any Leasehold Improvements performed by or for the benefit of Tenant and
all electronic, phone and data cabling as are designated by Landlord (the
"Required Removables") at Tenant's sole cost. In the event that Landlord so
elects, Tenant shall remove such Required Removables within fifteen (15) days
after notice from Landlord, provided that in no event shall Tenant be required
to remove such Required Removables prior to the expiration or earlier
termination of this Lease or Tenant's right to possession. In addition to
Tenant's obligation to remove the Required Removables, Tenant shall repair any


                                      -12-
<PAGE>

damage caused by such removal and perform such other work as is reasonably
necessary to restore the Premises to a "move in" condition. If Tenant fails to
remove any specified Required Removables or to perform any required repairs and
restoration within the time period specified above, Landlord, at Tenant's sole
cost and expense, may remove, store, sell and/or dispose of the Required
Removables and perform such required repairs and restoration work. Tenant,
within five (5) days after demand from Landlord, shall reimburse Landlord for
any and all reasonable costs incurred by Landlord in connection with the
Required Removables. Notwithstanding the foregoing, Tenant may request in
writing at the time it submits its plans and specifications for an alteration,
addition or improvement, that Landlord advise Tenant whether Landlord will
require Tenant to remove, at the termination of this Lease or Tenant's right to
possession hereunder, such alteration, addition or improvement, or any
particular portion thereof and Landlord shall advise Tenant within twenty (20)
days after receipt of Tenant's request as to whether Landlord will require
removal; provided, however, Landlord shall have the right to require Tenant to
remove any vault, stairway, raised floor or structural alterations installed in
the Premises, regardless of whether Landlord timely notified Tenant that it
would require such removal.

IX.   Graphics.

      Landlord shall provide and install, at Tenant's cost, any suite numbers
and Tenant identification on the exterior of the Premises using the standard
graphics for the Building. Tenant shall not be permitted to install any signs or
other identification without Landlord's prior written consent.

X.    Repairs and Alterations.

      A.    Except to the extent such obligations are imposed upon Landlord
            hereunder, Tenant, at its sole cost and expense, shall perform all
            maintenance and repairs to the Premises as are necessary to keep the
            same in good condition and repair throughout the entire Lease Term,
            reasonable wear and tear excepted. Tenant's repair and maintenance
            obligations with respect to the Premises shall include, without
            limitation, any necessary repairs with respect to: (1) any carpet or
            other floor covering, (2) any interior partitions, (3) any doors,
            (4) the interior side of any demising walls, (5) any telephone and
            computer cabling that serves Tenant's equipment exclusively, (6) any
            supplemental air conditioning units, private showers and kitchens,
            including any plumbing in connection therewith, and similar
            facilities serving Tenant exclusively, and (7) any alterations,
            additions or improvements performed by contractors retained by
            Tenant. All such work shall be performed in accordance with section
            X.B. below and the rules, policies and procedures reasonably enacted
            by Landlord from time to time for the performance of work in the
            Building. If Tenant fails to make any necessary repairs to the
            Premises, Landlord may, at its option, make such repairs, and Tenant
            shall pay the cost thereof to the Landlord on demand as Additional
            Base Rental, together with an administrative charge in an amount
            equal to ten percent (10%) of the cost of such repairs. Landlord
            shall, at its expense (except as included in Basic Costs), keep and
            maintain in good repair and working order and make all repairs to
            and perform necessary maintenance upon: (a) all structural elements
            of the Building; and (b) all mechanical, electrical and plumbing
            systems that serve the Building in general; and (c) the Building
            facilities common to all tenants including, but not limited to, the
            ceilings, walls and floors in the Common Areas. In addition,
            Landlord may elect, at the expense of Tenant, to repair any damage
            or injury to the Building caused by moving property of Tenant in or
            out of the Building, or by installation or removal of furniture or
            other property, or by misuse by, or neglect, or


                                      -13-
<PAGE>

            improper conduct of, Tenant or any Tenant Related Parties
            (hereinafter defined).

      B.    Tenant shall not make or allow to be made any alterations, additions
            or improvements to the Premises without first obtaining the written
            consent of Landlord in each such instance, which consent shall not
            be unreasonably withheld or delayed except that, with respect to
            matters of aesthetics, Landlord may withhold its consent in
            Landlord's sole discretion. Prior to commencing any such work and as
            a condition to obtaining Landlord's consent, Tenant must furnish
            Landlord with plans and specifications reasonably acceptable to
            Landlord; names and addresses of contractors reasonably acceptable
            to Landlord; copies of contracts; necessary permits and approvals;
            evidence of contractor's and subcontractor's insurance in accordance
            with Article XVI section B hereof; and payment bond or other
            security, all in form and amount satisfactory to Landlord. All such
            improvements, alterations or additions shall be constructed in a
            good and workmanlike manner using Building Standard materials or
            other new materials of equal or greater quality. Landlord, to the
            extent reasonably necessary to avoid any disruption to the tenants
            and occupants of the Building, shall have the right to designate the
            time when any such alterations, additions and improvements may be
            performed and to otherwise designate reasonable rules, regulations
            and procedures for the performance of work in the Building. Upon
            completion, Tenant shall furnish "as-built" plans, contractor's
            affidavits and full and final waivers of lien and receipted bills
            covering all labor and materials. All improvements, alterations and
            additions shall comply with all insurance requirements, codes,
            ordinances, laws and regulations, including without limitation, the
            Americans with Disabilities Act. Tenant shall reimburse Landlord
            upon demand as Additional Base Rental for all sums, if any, expended
            by Landlord for third party examination of the architectural,
            mechanical, electric and plumbing plans for any alterations,
            additions or improvements. In addition, if Landlord so requests,
            Landlord shall be entitled to oversee the construction of any
            alterations, additions or improvements that may affect the structure
            of the Building or any of the mechanical, electrical, plumbing or
            life safety systems of the Building. In the event Landlord elects to
            oversee such work, Landlord shall be entitled to receive a fee for
            such oversight in an amount equal to five percent (5%) of the cost
            of such alterations, additions or improvements. Landlord's approval
            of Tenant's plans and specifications for any work performed for or
            on behalf of Tenant shall not be deemed to be a representation by
            Landlord that such plans and specifications comply with applicable
            insurance requirements, building codes, ordinances, laws or
            regulations or that the alterations, additions and improvements
            constructed in accordance with such plans and specifications will be
            adequate for Tenant's use. Tenant shall pay, as an additional
            charge, the entire increase in real estate taxes on the Building
            which shall, at any time prior to or after the Commencement Date,
            result from or be attributable to any alteration, addition or
            improvement to the Premises made by or for the account of Tenant in
            excess of the Building Standard improvements for the Building.

XI.   Use of Electrical Services by Tenant.

      A.    The parties acknowledge that the consumption of electricity in the
            Premises (other than electricity consumed for the purposes of
            providing the services which Landlord is required to provide
            hereunder) will be measured by a separate sub-meter installed in the
            Premises. Tenant shall reimburse Landlord for the entire cost of
            such electric current as follows:


                                      -14-
<PAGE>

            1.    Commencing as of the Commencement Date and continuing until
                  the procedures set forth in Subparagraph 2 of this Paragraph A
                  are effected, Tenant shall pay to Landlord at the same time
                  and in the same manner that it pays its monthly payments of
                  Base Rental hereunder, estimated monthly payments on account
                  of Tenant's obligation to reimburse Landlord for electricity
                  consumed in the Premises.

            2.    Periodically after the Commencement Date, Landlord shall
                  determine the actual cost of electricity consumed by Tenant in
                  the premises (i.e. by reading Tenant's sub-meter and by
                  applying the actual monthly electric rate(s) applicable to the
                  preceding period). If the total of Tenant's estimated monthly
                  payments on account of such period is less than the actual
                  cost of electricity consumed in the premises during such
                  period, Tenant shall pay the difference to Landlord when
                  billed therefor. If the total of Tenant's estimated monthly
                  payments on account of such period is greater than the actual
                  cost of electricity consumed in the premises during such
                  period, Tenant may credit the difference against its next
                  installment of rental or other charges due hereunder.

            3.    After each adjustment, as set forth in Paragraph 2 above, the
                  amount of estimated monthly payments on account of Tenant's
                  obligation to reimburse Landlord for electricity in the
                  premises shall be adjusted based upon the actual cost of
                  electricity consumed during the immediately preceding period.

            It is understood that electrical service to the Premises may be
            furnished by one or more companies providing electrical generation,
            transmission and/or distribution services and that the cost of
            electricity may be billed as a single charge or divided into and
            billed in a variety of categories such as distribution charges,
            transmission charges, generation charges, public good charges or
            other similar categories. Landlord shall have the exclusive right to
            select the company(ies) providing electrical service to the
            Building, Premises and Property, to aggregate the electrical service
            for the Building, Premises and Property with other buildings, to
            purchase electricity for the Building, Premises and Property through
            a broker and/or buyers group and to change the providers and/or
            manner of purchasing electricity from time to time. Landlord shall
            be entitled to receive a reasonable fee (if permitted by law) for
            the services provided by Landlord in connection with the selection
            of utility companies and the negotiation and administration of
            contracts for the generation of electricity. In addition, if
            Landlord bills Tenant directly for the cost of electricity as
            Additional Base Rental, the cost of electricity may include (if
            permitted by law) an administrative fee to reimburse Landlord for
            the cost of reading meters, preparing invoices and related costs.

      B.    Tenant's use of electrical service in the Premises shall not exceed,
            either in voltage, rated capacity, use beyond Normal Business Hours
            or overall load, that which Landlord deems to be standard for the
            Building. In the event Tenant shall consume (or request that it be
            allowed to consume) electrical service in excess of that deemed by
            Landlord to be standard for the Building, Landlord may refuse to
            consent to such excess usage or may condition its consent to such
            excess usage upon such conditions as Landlord reasonably elects
            (including the installation of utility service upgrades, submeters,
            air handlers or cooling units), and all such additional usage (to
            the extent permitted by law), installation and maintenance thereof
            shall be paid for by Tenant as Additional Base Rental. Landlord, at
            any time during the Lease Term, shall have the right to separately
            meter


                                      -15-
<PAGE>

            electrical usage for the Premises or to measure electrical usage by
            survey or any other method that Landlord, in its reasonable
            judgment, deems to be appropriate. Landlord acknowledges that Tenant
            will operate its business and use the Premises 24 hours per day up
            to seven (7) days per week. As a result, Tenant will use electrical
            service beyond Normal Business Hours and Landlord hereby consents to
            such use, provided that such use does not adversely affect any of
            the Building systems.

      C.    Notwithstanding Section A. above to the contrary, if Landlord
            permits Tenant to purchase electrical power for the Premises from a
            provider other than Landlord's designated company(ies), such
            provider shall be considered to be a contractor of Tenant and Tenant
            shall indemnify and hold Landlord harmless from such provider's acts
            and omissions while in, or in connection with their services to, the
            Building or Premises in accordance with the terms and conditions of
            Article XV. In addition, at the request of Landlord, Tenant shall
            allow Landlord to purchase electricity from Tenant's provider at
            Tenant's rate or at such lower rate as can be negotiated by the
            aggregation of Landlord's and Tenant's requirements for electricity
            power.

XII.  Entry by Landlord.

      Landlord and its agents or representatives shall have the right to enter
the Premises to inspect the same, or to show the Premises to prospective
purchasers, mortgagees, tenants (during the last twelve months of the Lease Term
or earlier in connection with a potential relocation) or insurers, or to clean
or make repairs, alterations or additions thereto, including any work that
Landlord deems necessary for the safety, protection or preservation of the
Building or any occupants thereof, or to facilitate repairs, alterations or
additions to the Building or any other tenants' premises. Except for any entry
by Landlord in an emergency situation or to provide normal cleaning and
janitorial service, Landlord shall provide Tenant with reasonable prior notice
of any entry into the Premises, which notice may be given verbally. If
reasonably necessary for the protection and safety of Tenant and its employees,
Landlord shall have the right to temporarily close the Premises to perform
repairs, alterations or additions in the Premises, provided that Landlord shall
use reasonable efforts to perform all such work on weekends and after Normal
Business Hours. Entry by Landlord hereunder shall not constitute a constructive
eviction or entitle Tenant to any abatement or reduction of Rent by reason
thereof. Notwithstanding the foregoing, except in emergency situations as
determined by Landlord, Landlord shall exercise reasonable efforts to perform
any entry into the Premises in a manner that is reasonably designed to minimize
interference with the operation of Tenant's business in the Premises.

XIII. Assignment and Subletting.

      A.    Tenant shall not assign, sublease, transfer or encumber this Lease
            or any interest therein or grant any license, concession or other
            right of occupancy of the Premises or any portion thereof or
            otherwise permit the use of the Premises or any portion thereof by
            any party other than Tenant (any of which events is hereinafter
            called a "Transfer") without the prior written consent of Landlord,
            which consent shall not be unreasonably withheld with respect to any
            proposed assignment or subletting. Landlord's consent shall not be
            considered unreasonably withheld if: (1) the proposed transferee's
            financial responsibility does not meet the same criteria Landlord
            uses to select Building tenants; (2) the proposed transferee's
            business is not suitable for the Building considering the business
            of the other tenants and the Building's prestige or would result in
            a violation of an exclusive right granted to another tenant in the
            Building; (3) the proposed use is different than the Permitted Use;
            (4) the proposed


                                      -16-
<PAGE>

            transferee is a government agency or occupant of the Building; (5)
            Tenant is in default; (6) any portion of the Building or Premises
            would become subject to additional or different governmental laws or
            regulations as a consequence of the proposed Transfer and/or the
            proposed transferee's use and occupancy of the Premises; or (7)
            Landlord has commenced negotiations with the proposed transferee for
            other space in the Building. Tenant acknowledges that the foregoing
            is not intended to be an exclusive list of the reasons for which
            Landlord may reasonably withhold its consent to a proposed Transfer.
            Tenant covenants and agrees that it will not advertise the Premises,
            or any portion thereof, for sublet or assignment for a rental rate
            which is lower than the rental rate then being offered by Landlord
            for comparable space in the Building. Any attempted Transfer in
            violation of the terms of this Article shall, at Landlord's option,
            be void. Consent by Landlord to one or more Transfers shall not
            operate as a waiver of Landlord's rights as to any subsequent
            Transfers. In addition, Tenant shall not, without Landlord's
            consent, publicly advertise the proposed rental rate for any
            Transfer.

      B.    If Tenant requests Landlord's consent to a Transfer, Tenant,
            together with such request for consent, shall provide Landlord with
            the name of the proposed transferee and the nature of the business
            of the proposed transferee, the term, use, rental rate and all other
            material terms and conditions of the proposed Transfer, including,
            without limitation, a copy of the proposed assignment, sublease or
            other contractual documents and evidence satisfactory to Landlord
            that the proposed transferee is financially responsible.
            Notwithstanding Landlord's agreement to act reasonably under Section
            XIII.A. above, Landlord may, within thirty (30) days after its
            receipt of all information and documentation required herein,
            either, (1) consent to or reasonably refuse to consent to such
            Transfer in writing; or (2) negotiate directly with the proposed
            transferee and in the event Landlord is able to reach an agreement
            with such proposed transferee, terminate this Lease (in part or in
            whole, as appropriate) upon thirty (30) days' notice; or (3) cancel
            and terminate this Lease, in whole or in part as appropriate, upon
            thirty (30) days' notice. In the event Landlord consents to any such
            Transfer, the Transfer and consent thereto shall be in a form
            approved by Landlord, and Tenant shall bear all reasonable costs and
            expenses incurred by Landlord in connection with the review and
            approval of such documentation ("Review and Approval Costs"), which
            Review and Approval Costs shall be deemed to be at least Seven
            Hundred Fifty Dollars ($750.00). Notwithstanding the foregoing,
            provided that Tenant does not request any changes to this Lease or
            Landlord's standard form of consent in connection with the proposed
            transfer, such Review and Approval Costs shall not exceed Seven
            Hundred Fifty Dollars ($750.00).

      C.    Fifty percent (50%) of all cash or other proceeds (the "Transfer
            Consideration") of any Transfer of Tenant's interest in this Lease
            and/or the Premises, whether consented to by Landlord or not, shall
            be paid to Landlord and Tenant hereby assigns all rights it might
            have or ever acquire in any such proceeds to Landlord. In addition
            to the Rent hereunder, Tenant hereby covenants and agrees to pay to
            Landlord fifty percent (50%) of all rent and other consideration
            which it receives which is in excess of the Rent payable hereunder
            within ten (10) days following receipt thereof by Tenant. In
            determining excess rent in connection with an assignment or
            subletting, Tenant may, on an amortized basis over the term of the
            sublease or assignment, deduct the following expenditures resulting
            from such subletting or assignment: (1) brokerage and marketing
            fees; (2) legal fees (including the Review and Approval Costs); and
            (3) construction costs. In addition to any other rights Landlord may
            have, Landlord shall have the right to contact any transferee and
            require that all payments made


                                      -17-
<PAGE>

            pursuant to the Transfer shall be made directly to Landlord, except
            that Landlord shall have no right to collect rent from subtenants
            and other occupants of the Premises other than an assignee, except
            during such times as Tenant is in default of its obligations under
            the Lease, beyond the expiration of applicable notice and grace
            periods.

      D.    If Tenant is a corporation, limited liability company or similar
            entity, and if at any time during the Lease Term the entity or
            entities who own the voting shares at the time of the execution of
            this Lease cease for any reason (including but not limited to
            merger, consolidation or other reorganization involving another
            corporation) to own a majority of such shares, or if Tenant is a
            partnership and if at any time during the Lease Term the general
            partner or partners who own the general partnership interests in the
            partnership at the time of the execution of this Lease, cease for
            any reason to own a majority of such interests (except as the result
            of transfers by gift, bequest or inheritance to or for the benefit
            of members of the immediate family of such original shareholder[s]
            or partner[s]), such an event shall be deemed to be a Transfer. The
            preceding sentence shall not apply whenever Tenant is a corporation,
            the outstanding stock of which is listed on a recognized security
            exchange, or if at least eighty percent (80%) of its voting stock is
            owned by another corporation, the voting stock of which is so
            listed.

      E.    Any Transfer consented to by Landlord in accordance with this
            Article XIII shall be only for the Permitted Use and for no other
            purpose. In no event shall any Transfer release or relieve Tenant or
            any Guarantors from any obligations under this Lease.

XIV.  Liens.

      Tenant will not permit any mechanic's liens or other liens to be placed
upon the Premises or Tenant's leasehold interest therein, the Building, or the
Property. Landlord's title to the Building and Property is and always shall be
paramount to the interest of Tenant, and nothing herein contained shall empower
Tenant to do any act that can, shall or may encumber Landlord's title. In the
event any such lien does attach, Tenant shall, within five (5) days of notice of
the filing of said lien, either discharge or bond over such lien to the
satisfaction of Landlord and Landlord's Mortgagee (as hereinafter defined), and
in such a manner as to remove the lien as an encumbrance against the Building
and Property. If Tenant shall fail to so discharge or bond over such lien, then,
in addition to any other right or remedy of Landlord, Landlord may, but shall
not be obligated to bond over or discharge the same. Any amount paid by Landlord
for any of the aforesaid purposes, including reasonable attorneys' fees (if and
to the extent permitted by law) shall be paid by Tenant to Landlord on demand as
Additional Base Rental. Landlord shall have the right to post and keep posted on
the Premises any notices that may be provided by law or which Landlord may deem
to be proper for the protection of Landlord, the Premises and the Building from
such liens.

XV.   Indemnity and Waiver of Claims.

      A.    Tenant shall indemnify, defend and hold Landlord, its members,
            principals, beneficiaries, partners, officers, directors, employees,
            Mortgagee(s) and agents, and the respective principals and members
            of any such agents (collectively the "Landlord Related Parties")
            harmless against and from all liabilities, obligations, damages,
            penalties, claims, costs, charges and expenses, including, without
            limitation, reasonable attorneys' fees and other professional fees
            (if and to the extent permitted by law), which may be imposed upon,
            incurred by, or asserted against Landlord or any of the Landlord
            Related Parties and arising, directly or indirectly, out of or in
            connection with the use, occupancy or maintenance


                                      -18-
<PAGE>

            of the Premises by, through or under Tenant including, without
            limitation, any of the following: (1) any work or thing done in, on
            or about the Premises or any part thereof by Tenant or any of its
            transferees, agents, servants, contractors, employees, customers,
            licensees or invitees; (2) any use, non-use, possession, occupation,
            condition, operation or maintenance of the Premises or any part
            thereof; (3) any act or omission of Tenant or any of its
            transferees, agents, servants, contractors, employees, customers,
            licensees or invitees, regardless of whether such act or omission
            occurred within the Premises; (4) any injury or damage to any person
            or property occurring in, on or about the Premises or any part
            thereof; or (5) any failure on the part of Tenant to perform or
            comply with any of the covenants, agreements, terms or conditions
            contained in this Lease with which Tenant must comply or perform. In
            case any action or proceeding is brought against Landlord or any of
            the Landlord Related Parties by reason of any of the foregoing,
            Tenant shall, at Tenant's sole cost and expense, resist and defend
            such action or proceeding with counsel approved by Landlord or, at
            Landlord's option, reimburse Landlord for the cost of any counsel
            retained directly by Landlord to defend and resist such action or
            proceeding.

      B.    Landlord and the Landlord Related Parties shall not be liable for,
            and Tenant hereby waives, all claims for loss or damage to Tenant's
            business or damage to person or property sustained by Tenant or any
            person claiming by, through or under Tenant [including Tenant's
            principals, agents and employees (collectively, the "Tenant Related
            Parties")] resulting from any accident or occurrence in, on or about
            the Premises, the Building or the Property, including, without
            limitation, claims for loss, theft or damage resulting from: (1) the
            Premises, Building, or Property, or any equipment or appurtenances
            becoming out of repair; (2) wind or weather; (3) any defect in or
            failure to operate, for whatever reason, any sprinkler, heating or
            air-conditioning equipment, electric wiring, gas, water or steam
            pipes; (4) broken glass; (5) the backing up of any sewer pipe or
            downspout; (6) the bursting, leaking or running of any tank, water
            closet, drain or other pipe; (7) the escape of steam or water; (8)
            water, snow or ice being upon or coming through the roof, skylight,
            stairs, doorways, windows, walks or any other place upon or near the
            Building; (9) the falling of any fixture, plaster, tile or other
            material; (10) any act, omission or negligence of other tenants,
            licensees or any other persons or occupants of the Building or of
            adjoining or contiguous buildings, or owners of adjacent or
            contiguous property or the public, or by construction of any
            private, public or quasi-public work; or (11) any other cause of any
            nature except, as to items 1-9, where such loss or damage is due to
            Landlord's willful or negligent failure to make repairs required to
            be made pursuant to other provisions of this Lease, after the
            expiration of a reasonable time after written notice to Landlord of
            the need for such repairs. Notwithstanding the foregoing, except as
            provided in Article XVII to the contrary, Tenant shall not be
            required to waive any claims against Landlord (other than for loss
            or damage to Tenant's business) where such loss or damage is due to
            Landlord's negligence. Nothing herein shall be construed as to
            diminish the repair and maintenance obligations of Landlord
            contained elsewhere in this Lease. To the maximum extent permitted
            by law, Tenant agrees to use and occupy the Premises, and to use
            such other portions of the Building as Tenant is herein given the
            right to use, at Tenant's own risk.

      C.    Except to the extent such losses, liabilities, obligations, damages,
            penalties, claims, costs, charges and expenses result from the
            negligence of Tenant or any Tenant Related Parties, Landlord shall
            indemnify and hold Tenant harmless from and against all liabilities,
            obligations, damages


                                      -19-
<PAGE>

            (other than consequential damages), penalties, claims, costs,
            charges and expenses, including, without limitation, reasonable
            attorneys' fees, which may be imposed upon, incurred by, or asserted
            against Tenant by any third parties and arising, directly or
            indirectly, out of or in connection with any of the following: (i)
            any work or thing done in, on or about the Common Areas or any part
            thereof by Landlord or any of its agents, contractors or employees;
            (ii) any use, non-use, possession, occupation, condition, operation,
            maintenance or management of the Common Areas or any part thereof by
            Landlord or any of its agents, contractors or employees; (iii) any
            act or omission of Landlord or any of its agents, contractors or
            employees; and (iv) any injury or damage to any person or property
            occurring in, on or about the Common Areas or any part thereof;
            provided, however, that in each case such liability, obligation,
            damage, penalty, claim, cost, charge or expense results from the
            negligence of Landlord and/or its agents, employees or contractors.
            In case any action or proceeding is brought against Tenant or any of
            the Tenant Related Parties by a third party by reason of any of the
            foregoing, Landlord shall, at Landlord's sole cost and expense,
            resist and defend such action or proceeding with counsel reasonably
            approved by Tenant.

XVI.  Tenant's Insurance.

      A.    At all times commencing on and after the earlier of the Commencement
            Date and the date Tenant or its agents, employees or contractors
            enters the Premises for any purpose, Tenant shall carry and
            maintain, at its sole cost and expense:

            1.    Commercial General Liability Insurance applicable to the
                  Premises and its appurtenances providing, on an occurrence
                  basis, a minimum combined single limit of Two Million Dollars
                  ($2,000,000.00), with a contractual liability endorsement
                  covering Tenant's indemnity obligations under this Lease.

            2.    All Risks of Physical Loss Insurance written at replacement
                  cost value and with a replacement cost endorsement covering
                  all of Tenant's Property in the Premises.

            3.    Workers' Compensation Insurance as required by the state in
                  which the Premises is located and in amounts as may be
                  required by applicable statute, and Employers' Liability
                  Coverage of One Million Dollars ($1,000,000.00) per
                  occurrence.

            4.    Whenever good business practice, in Landlord's reasonable
                  judgment, indicates the need of additional insurance coverage
                  or different types of insurance in connection with the
                  Premises or Tenant's use and occupancy thereof, Tenant shall,
                  upon request, obtain such insurance at Tenant's expense and
                  provide Landlord with evidence thereof.

      B.    Except for items for which Landlord is responsible under the Work
            Letter Agreement, before any repairs, alterations, additions,
            improvements, or construction are undertaken by or on behalf of
            Tenant, Tenant shall carry and maintain, at its expense, or Tenant
            shall require any contractor performing work on the Premises to
            carry and maintain, at no expense to Landlord, in addition to
            Workers' Compensation Insurance as required by the jurisdiction in
            which the Building is located, All Risk Builder's Risk Insurance in
            the amount of the replacement cost of any alterations, additions or
            improvements (or such other amount reasonably required by Landlord)
            and Commercial General Liability Insurance (including,


                                      -20-
<PAGE>

            without limitation, Contractor's Liability coverage, Contractual
            Liability coverage and Completed Operations coverage,) written on an
            occurrence basis with a minimum combined single limit of Two Million
            Dollars ($2,000,000.00) and adding "the named Landlord hereunder (or
            any successor thereto), Equity Office Properties Trust, a Maryland
            real estate investment trust, EOP Operating Limited Partnership, a
            Delaware limited partnership, and their respective members,
            principals, beneficiaries. partners, officers, directors,
            employees, agents and any Mortgagee(s)", and other designees of
            Landlord as the interest of such designees shall appear, as
            additional insureds (collectively referred to as the "Additional
            Insureds").

      C.    Any company writing any insurance which Tenant is required to
            maintain or cause to be maintained pursuant to the terms of this
            Lease (all such insurance as well as any other insurance pertaining
            to the Premises or the operation of Tenant's business therein being
            referred to as "Tenant's Insurance"), as well as the form of such
            insurance, shall at all times be subject to Landlord's reasonable
            approval, and each such insurance company shall have an A.M. Best
            rating of "A-" or better and shall be licensed and qualified to do
            business in the state in which the Premises is located. All policies
            evidencing Tenant's Insurance (except for Workers' Compensation
            Insurance) shall specify Tenant as named insured and the Additional
            Insureds as additional insureds. Provided that the coverage afforded
            Landlord and any designees of Landlord shall not be reduced or
            otherwise adversely affected, all of Tenant's Insurance may be
            carried under a blanket policy covering the Premises and any other
            of Tenant's locations. All policies of Tenant's Insurance shall
            contain endorsements that the insurer(s) will give to Landlord and
            its designees at least thirty (30) days' advance written notice of
            any change, cancellation, termination or lapse of said insurance.
            Tenant shall be solely responsible for payment of premiums for all
            of Tenant's Insurance. Tenant shall deliver to Landlord at least
            fifteen (15) days prior to the time Tenant's Insurance is first
            required to be carried by Tenant, and upon renewals at least fifteen
            (15) days prior to the expiration of any such insurance coverage, a
            certificate of insurance of all policies procured by Tenant in
            compliance with its obligations under this Lease. The limits of
            Tenant's Insurance shall in no event limit Tenant's liability under
            this Lease.

      D.    Tenant shall not do or fail to do anything in, upon or about the
            Premises which will: (1) violate the terms of any of Landlord's
            insurance policies; (2) prevent Landlord from obtaining policies of
            insurance acceptable to Landlord or any Mortgagees; or (3) result in
            an increase in the rate of any insurance on the Premises, the
            Building, any other property of Landlord or of others within the
            Building. In the event of the occurrence of any of the events set
            forth in this Section, Tenant shall pay Landlord upon demand, as
            Additional Base Rental, the cost of the amount of any increase in
            any such insurance premium, provided that the acceptance by Landlord
            of such payment shall not be construed to be a waiver of any rights
            by Landlord in connection with a default by Tenant under the Lease.
            If Tenant fails to obtain the insurance coverage required by this
            Lease, Landlord may, at its option, obtain such insurance for
            Tenant, and Tenant shall pay, as Additional Base Rental, the cost of
            all premiums thereon and all of Landlord's costs associated
            therewith.

XVII. Subrogation.

      Notwithstanding anything set forth in this Lease to the contrary, Landlord
and Tenant do hereby waive any and all right of recovery, claim, action or cause
of action against the other, their respective principals, beneficiaries,
partners, officers, directors,


                                      -21-
<PAGE>

agents, and employees, and, with respect to Landlord, its Mortgagee(s), for any
loss or damage that may occur to Landlord or Tenant or any party claiming by,
through or under Landlord or Tenant, as the case may be, with respect to their
respective property, the Building, the Property or the Premises or any addition
or improvements thereto, or any contents therein, by reason of fire, the
elements or any other cause, regardless of cause or origin, including the
negligence of Landlord or Tenant, or their respective principals, beneficiaries,
partners, officers, directors, agents and employees and, with respect to
Landlord, its Mortgagee(s), which loss or damage is (or would have been, had the
insurance required by this Lease been carried) covered by insurance. Since this
mutual waiver will preclude the assignment of any such claim by subrogation (or
otherwise) to an insurance company (or any other person), Landlord and Tenant
each agree to give each insurance company which has issued, or in the future may
issue, policies of insurance, with respect to the items covered by this waiver,
written notice of the terms of this mutual waiver, and to have such insurance
policies properly endorsed, if necessary, to prevent the invalidation of any of
the coverage provided by such insurance policies by reason of such mutual
waiver. For the purpose of the foregoing waiver, the amount of any deductible
applicable to any loss or damage shall be deemed covered by, and recoverable by
the insured under the insurance policy to which such deductible relates. In the
event that Tenant is permitted to and self-insures any risk which would have
been covered by the insurance required to be carried by Tenant pursuant to
Article XVI of the Lease, or if Tenant fails to carry any insurance required to
be carried by Tenant pursuant to Article XVI of this Lease, then all loss or
damage to Tenant, its leasehold interest, its business, its property, the
Premises or any additions or improvements thereto or contents thereof shall be
deemed covered by and recoverable by Tenant under valid and collectible policies
of insurance.

XVIII. Landlord's Insurance.

      Landlord shall maintain property insurance on the Building in such amounts
as Landlord reasonably elects. The cost of such insurance shall be included as a
part of the Basic Costs, and payments for losses and recoveries thereunder shall
be made solely to Landlord or the Mortgagees of Landlord as their interests
shall appear.

XIX.  Casualty Damage.

      If the Premises or any part thereof shall be damaged by fire or other
casualty, Tenant shall give prompt written notice thereof to Landlord. In case
the Building shall be so damaged that in Landlord's reasonable judgment,
substantial alteration or reconstruction of the Building shall be required
(whether or not the Premises has been damaged by such casualty) or in the event
Landlord will not be permitted by applicable law to rebuild the Building in
substantially the same form as existed prior to the fire or casualty or in the
event the Premises has been materially damaged and there is less than two (2)
years of the Lease Term remaining on the date of such casualty or in the event
any Mortgagee should require that the insurance proceeds payable as a result of
a casualty be applied to the payment of the mortgage debt or in the event of any
material uninsured loss to the Building, Landlord may, at its option, terminate
this Lease by notifying Tenant in writing of such termination within ninety (90)
days after the date of such casualty. Such termination shall be effective as of
the date of fire or casualty, with respect to any portion of the Premises that
was rendered untenantable, and the effective date of termination specified in
Landlord's notice, with respect to any portion of the Premises that remained
tenantable. If Landlord does not elect to terminate this Lease, Landlord shall
commence and proceed with reasonable diligence to restore the Building (provided
that Landlord shall not be required to restore any unleased premises in the
Building) and the Leasehold Improvements (but excluding any improvements,
alterations or additions made by Tenant in violation of this Lease) located
within the Premises, if any, which Landlord has insured to substantially the
same condition they were in immediately prior to the happening of the casualty.
Notwithstanding the foregoing, Landlord's obligation to restore the Building,
and the Leasehold Improvements, if any, shall not require Landlord to expend for
such repair and restoration work more than the insurance proceeds actually


                                      -22-
<PAGE>

received by the Landlord as a result of the casualty. When repairs to the
Premises have been completed by Landlord, Tenant shall complete the restoration
or replacement of all Tenant's Property necessary to permit Tenant's reoccupancy
of the Premises, and Tenant shall present Landlord with evidence satisfactory to
Landlord of Tenant's ability to pay such costs prior to Landlord's commencement
of repair and restoration of the Premises. Landlord shall not be liable for any
inconvenience or annoyance to Tenant or injury to the business of Tenant
resulting in any way from such damage or the repair thereof, except that,
subject to the provisions of the next sentence, Landlord shall allow Tenant a
fair diminution of Rent on a per diem basis during the time and to the extent
any damage to the Premises causes the Premises to be rendered untenantable and
not used by Tenant. If the Premises or any other portion of the Building is
damaged by fire or other casualty resulting from the negligence of Tenant or any
Tenant Related Parties, the Rent hereunder shall not be diminished during any
period during which the Premises, or any portion thereof, is untenantable
(except to the extent Landlord is entitled to be reimbursed by the proceeds of
any rental interruption insurance), and Tenant shall be liable to Landlord for
the cost of the repair and restoration of the Building caused thereby to the
extent such cost and expense is not covered by insurance proceeds. Landlord and
Tenant hereby waive the provisions of any law from time to time in effect during
the Lease Term relating to the effect upon leases of partial or total
destruction of leased property. Landlord and Tenant agree that their respective
rights in the event of any damage to or destruction of the Premises shall be
those specifically set forth herein.

      Notwithstanding anything in this Article XIX to the contrary, if all or
any portion of the Premises shall be made untenantable by a fire or other
casualty, Landlord shall with reasonable promptness, cause an architect or
general contractor selected by Landlord to estimate the amount of time required
to substantially complete repair and restoration of the Premises and make the
Premises tenantable again, using standard working methods (the "Completion
Estimate"). If the Completion Estimate indicates that the Premises cannot be
made tenantable within twelve (12) months from the date the repair and
restoration is started, either party shall have the right to terminate this
Lease by giving written notice to the other of such election within ten (10)
days after its receipt of the Completion Estimate. Tenant, however, shall not
have the right to terminate this Lease in the event that the fire or casualty in
question was caused by the negligence or intention misconduct of Tenant or any
Tenant Related Parties. If the Completion Estimate indicates that the Premises
can be made tenantable within twelve (12) months from the date the repair and
restoration is started and Landlord has not otherwise exercised its right to
terminate the Lease pursuant to the terms hereof, or if the Completion Estimate
indicates that the Premises cannot be made tenantable within twelve (12) months
but neither party terminates this Lease pursuant to this Article XIX, Landlord
shall proceed with reasonable promptness to repair and restore the Premises.

      Notwithstanding the foregoing, if Tenant was entitled to but elected not
to exercise its right to terminate the Lease and Landlord does not substantially
complete the repair and restoration the Premises within two (2) months after the
expiration of the estimated period of time set forth in the Completion Estimate,
which period shall be extended to the extent of any Reconstruction Delays, then
Tenant may terminate this Lease by written notice to Landlord within fifteen
(15) days after the expiration of such period, as the same may be extended. For
purposes of this Lease, the term "Reconstruction Delays" shall mean: (i) any
delays caused by the insurance adjustment process; (ii) any delays caused by
Tenant; and (iii) any delays caused by events of Force Majeure.

XX.   Demolition.

      Landlord shall have the right to terminate this Lease if Landlord proposes
or is required, for any reason, to remodel, remove, or demolish the Building or
any substantial portion thereof. Such cancellation shall be exercised by
Landlord by the service of not less than ninety (90) days' written notice of
such termination. Such notice shall set forth the date upon which the
termination will be effective. No money or other consideration 


                                      -23-
<PAGE>

shall be payable by Landlord to Tenant for Landlord's exercise of this right,
and the right is hereby reserved to Landlord and all purchasers, successors,
assigns, transferees, and ground tenants of Landlord, as the case may be, and is
in addition to all other rights of Landlord. Tenant has read the foregoing and
understands that Landlord has a right to terminate this Lease as provided above.

XXI.  Condemnation.

      If (a) the whole or any substantial part of the Premises or (b) any
portion of the Building or Property which would leave the remainder of the
Building unsuitable for use as an office building comparable to its use on the
Commencement Date, shall be taken or condemned for any public or quasi-public
use under governmental law, ordinance or regulation, or by right of eminent
domain, or by private purchase in lieu thereof, then Landlord may, at its
option, terminate this Lease effective as of the date the physical taking of
said Premises or said portion of the Building or Property shall occur. In the
event this Lease is not terminated, the Rentable Area of the Building, the
Rentable Area of the Premises and Tenant's Pro Rata Share shall be appropriately
adjusted. In addition, Rent for any portion of the Premises so taken or
condemned shall be abated during the unexpired term of this Lease effective when
the physical taking of said portion of the Premises shall occur. All
compensation awarded for any such taking or condemnation, or sale proceeds in
lieu thereof, shall be the property of Landlord, and Tenant shall have no claim
thereto, the same being hereby expressly waived by Tenant, except for any
portions of such award or proceeds which are specifically allocated by the
condemning or purchasing party for the taking of or damage to trade fixtures of
Tenant, which Tenant specifically reserves to itself. In addition, Tenant may
file a claim at its sole cost and expense and receive an award for the Tenant's
Property and Tenant's reasonable relocation expenses, provided the filing of any
claim for relocation expenses does not adversely affect or diminish the award
which would otherwise have been received by Landlord had Tenant not filed such a
claim and received such award.

XXII. Events of Default.

      The following events shall be deemed to be events of default under this
Lease:

      A.    Tenant shall fail to pay when due any Base Rental, Additional Base
            Rental or other Rent under this Lease and such failure shall
            continue for five (5) days after written notice from Landlord
            (hereinafter sometimes referred to as a "Monetary Default").

      B.    Any failure by Tenant (other than a Monetary Default) to comply with
            any term, provision or covenant of this Lease, including, without
            limitation, the rules and regulations, which failure is not cured
            within ten (10) days after delivery to Tenant of notice of the
            occurrence of such failure, (or such longer period of time as may be
            reasonably necessary to cure (not to exceed 60 days), provided that
            Tenant commences to cure such default within ten (10) days after
            notice from Landlord and, from time to time upon request of
            Landlord, furnishes Landlord with evidence that demonstrates, in
            Landlord's reasonable judgment, that Tenant is diligently pursuing a
            course that will remedy such failure) provided that if any such
            failure creates a hazardous condition, such failure must be cured
            immediately. Notwithstanding the foregoing, if Tenant fails to
            comply with any particular provision or covenant of this Lease,
            including, without limitation, Tenant's obligation to pay Rent when
            due, on three (3) occasions during any twelve (12) month period, any
            subsequent violation of such provision or covenant shall be
            considered to be an incurable default by Tenant.

      C.    Tenant or any Guarantor shall become insolvent, or shall make a
            transfer in fraud of creditors, or shall commit an act of bankruptcy
            or shall make an


                                      -24-
<PAGE>

            assignment for the benefit of creditors, or Tenant or any Guarantor
            shall admit in writing its inability to pay its debts as they become
            due.

      D.    Tenant or any Guarantor shall file a petition under any section or
            chapter of the United States Bankruptcy Code, as amended, pertaining
            to bankruptcy, or under any similar law or statute of the United
            States or any State thereof, or Tenant or any Guarantor shall be
            adjudged bankrupt or insolvent in proceedings filed against Tenant
            or any Guarantor thereunder; or a petition or answer proposing the
            adjudication of Tenant or any Guarantor as a debtor or its
            reorganization under any present or future federal or state
            bankruptcy or similar law shall be filed in any court and such
            petition or answer shall not be discharged or denied within sixty
            (60) days after the filing thereof.

      E.    A receiver or trustee shall be appointed for all or substantially
            all of the assets of Tenant or any Guarantor or of the Premises or
            of any of Tenant's Property located thereon in any proceeding
            brought by Tenant or any Guarantor, or any such receiver or trustee
            shall be appointed in any proceeding brought against Tenant or any
            Guarantor and shall not be discharged within sixty (60) days after
            such appointment or Tenant or such Guarantor shall consent to or
            acquiesce in such appointment.

      F.    The leasehold estate hereunder shall be taken on execution or other
            process of law or equity in any action against Tenant.

      G.    Intentionally Omitted.

      H.    Intentionally Omitted.

      I.    The liquidation, termination, dissolution, forfeiture of right to do
            business, or death of Tenant or any Guarantor.

      J.    Tenant is in default beyond any notice and cure period under any
            other lease with Landlord.

XXIII. Remedies.

      A.    Upon the occurrence of any event or events of default under this
            Lease, Landlord shall have the option to pursue any one or more of
            the following remedies upon notice, but without any demand
            whatsoever (and without limiting the generality of the foregoing,
            Tenant hereby specifically waives demand for payment of Rent or
            other obligations due [except as expressly prescribed in Article
            XXII above] and waives any and all other notices or demand
            requirements imposed by applicable law):

            1.    Terminate this Lease, in which event Tenant shall immediately
                  surrender the Premises to Landlord. If Tenant fails to
                  surrender the Premises upon termination of the Lease
                  hereunder, Landlord may without prejudice to any other remedy
                  which it may have, enter upon and take possession of the
                  Premises and expel or remove Tenant and any other person who
                  may be occupying said Premises, or any part thereof, and
                  Tenant hereby agrees to pay to Landlord on demand the amount
                  of all loss and damage, including consequential damage, which
                  Landlord may suffer by reason of such termination, whether
                  through inability to relet the Premises on satisfactory terms
                  or otherwise, specifically including but not limited to all
                  Costs of Reletting (hereinafter defined) and any deficiency
                  that may arise by reason of any reletting or failure to relet.


                                      -25-
<PAGE>

            2.    Enter upon and take possession of the Premises and expel or
                  remove Tenant or any other person who may be occupying said
                  Premises, or any part thereof, without having any civil or
                  criminal liability therefor and without terminating this
                  Lease. Landlord may (but shall be under no obligation to)
                  relet the Premises or any part thereof for the account of
                  Tenant, in the name of Tenant or Landlord or otherwise,
                  without notice to Tenant for such term or terms which may be
                  greater or less than the period which would otherwise have
                  constituted the balance of the Lease Term and on such
                  conditions (which may include concessions, free rent and
                  alterations of the Premises) and for such uses as Landlord in
                  its absolute discretion may determine, and Landlord may
                  collect and receive any rents payable by reason of such
                  reletting. Tenant agrees to pay Landlord on demand all Costs
                  of Reletting and any deficiency that may arise by reason of
                  such reletting or failure to relet. Landlord shall not be
                  responsible or liable for any failure to relet the Premises or
                  any part thereof or for any failure to collect any Rent due
                  upon any such reletting. No such re-entry or taking of
                  possession of the Premises by Landlord shall be construed as
                  an election on Landlord's part to terminate this Lease unless
                  a written notice of such termination is given to Tenant.

            3.    Enter upon the Premises without having any civil or criminal
                  liability therefor, and do whatever Tenant is obligated to do
                  under the terms of this Lease, and Tenant agrees to reimburse
                  Landlord on demand for any expense which Landlord may incur in
                  thus affecting compliance with Tenant's obligations under this
                  Lease together with interest at the lesser of a per annum rate
                  equal to: (a) the Maximum Rate, or (b) the Prime Rate plus
                  five percent (5%).

            4.    In order to regain possession of the Premises and to deny
                  Tenant access thereto in any instance in which Landlord has
                  terminated this Lease or Tenant's right to possession, or to
                  limit access to the Premises in accordance with local law in
                  the event of a default by Tenant, Landlord or its agent may,
                  at the expense and liability of the Tenant, alter or change
                  any or all locks or other security devices controlling access
                  to the Premises without posting or giving notice of any kind
                  to Tenant. Landlord shall have no obligation to provide Tenant
                  a key or grant Tenant access to the Premises so long as Tenant
                  is in default under this Lease. Tenant shall not be entitled
                  to recover possession of the Premises, terminate this Lease,
                  or recover any actual, incidental, consequential, punitive,
                  statutory or other damages or award of attorneys' fees, by
                  reason of Landlord's alteration or change of any lock or other
                  security device. Landlord may, without notice, remove and
                  either dispose of or store, at Tenant's expense, any property
                  belonging to Tenant that remains in the Premises after
                  Landlord has regained possession thereof, provided however,
                  that Landlord shall not have any lien upon Tenant's furniture,
                  fixtures or equipment remaining in the Premises.
                  Notwithstanding anything herein to the contrary, if Landlord
                  has not previously obtained a court order terminating this
                  Lease or Tenant's right to possession, Landlord's right to
                  limit or deny Tenant's access to the Premises shall be
                  exercised only during the continuance of an uncured event of
                  default and only for the limited purpose of prohibiting Tenant
                  from removing any furniture, equipment, trade fixtures or
                  other property with respect to which Landlord could reasonably
                  be expected to have a statutory lien interest. In addition, in
                  the event


                                      -26-
<PAGE>

                  that any of the rights and remedies granted to Landlord under
                  this Section XXIII.A.4. are specifically prohibited by
                  applicable law, the limitations and prohibitions imposed upon
                  Landlord under such law shall prevail for the purpose of
                  determining Landlord's rights and remedies under this Lease.

            5.    Terminate this Lease, in which event, Tenant shall immediately
                  surrender the Premises to Landlord and pay to Landlord the sum
                  of: (a) all Rent accrued hereunder through the date of
                  termination, and, upon Landlord's determination thereof, (b)
                  an amount equal to: the total Rent that Tenant would have been
                  required to pay for the remainder of the Lease Term discounted
                  to present value at the Prime Rate then in effect, minus the
                  then present fair rental value of the Premises for the
                  remainder of the Lease Term, similarly discounted, after
                  deducting all anticipated Costs of Reletting (as defined
                  below).

      B.    For purposes of this Lease, the term "Costs of Reletting" shall mean
            all costs and expenses incurred by Landlord in connection with the
            reletting of the Premises, including without limitation, the cost of
            cleaning, renovation, repairs, decoration and alteration of the
            Premises for a new tenant or tenants, advertisement, marketing,
            brokerage and legal fees (if and to the extent permitted by law),
            the cost of protecting or caring for the Premises while vacant, the
            cost of removing and storing any property located on the Premises,
            any increase in insurance premiums caused by the vacancy of the
            Premises and any other out-of-pocket expenses incurred by Landlord
            including tenant incentives, allowances and inducements.

      C.    Except as otherwise herein provided, no repossession or re-entering
            of the Premises or any part thereof pursuant to Article XXIII hereof
            or otherwise shall relieve Tenant or any Guarantor of its
            liabilities and obligations hereunder, all of which shall survive
            such repossession or re-entering. Notwithstanding any such
            repossession or re-entering by reason of the occurrence of an event
            of default, Tenant will pay to Landlord the Rent required to be paid
            by Tenant pursuant to this Lease.

      D.    No right or remedy herein conferred upon or reserved to Landlord is
            intended to be exclusive of any other right or remedy, and each and
            every right and remedy shall be cumulative and in addition to any
            other right or remedy given hereunder or now or hereafter existing
            by agreement, applicable law or in equity. In addition to other
            remedies provided in this Lease, Landlord shall be entitled, to the
            extent permitted by applicable law, to injunctive relief, or to a
            decree compelling performance of any of the covenants, agreements,
            conditions or provisions of this Lease, or to any other remedy
            allowed to Landlord at law or in equity. Forbearance by Landlord to
            enforce one or more of the remedies herein provided upon an event of
            default shall not be deemed or construed to constitute a waiver of
            such default.

      E.    Intentionally Omitted.

      F.    This Article XXIII shall be enforceable to the maximum extent such
            enforcement is not prohibited by applicable law, and the
            unenforceability of any portion thereof shall not thereby render
            unenforceable any other portion.

XXIV. LIMITATION OF LIABILITY.

      NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN


                                      -27-
<PAGE>

THIS LEASE, THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD HEREUNDER)
TO TENANT SHALL BE LIMITED TO THE INTEREST OF LANDLORD IN THE BUILDING, AND
TENANT AGREES TO LOOK SOLELY TO LANDLORD'S INTEREST IN THE BUILDING AND IN THE
UNCOLLECTED RENTS, ISSUES AND PROFITS THEREOF, FOR THE RECOVERY OF ANY JUDGMENT
OR AWARD AGAINST THE LANDLORD, IT BEING INTENDED THAT NEITHER LANDLORD NOR ANY
MEMBER, PRINCIPAL, PARTNER, SHAREHOLDER, OFFICER, DIRECTOR OR BENEFICIARY OF
LANDLORD SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY. TENANT
HEREBY COVENANTS THAT, PRIOR TO THE FILING OF ANY SUIT FOR AN ALLEGED DEFAULT BY
LANDLORD HEREUNDER, IT SHALL GIVE LANDLORD AND ALL MORTGAGEES WHOM TENANT HAS
BEEN NOTIFIED HOLD MORTGAGES OR DEED OF TRUST LIENS ON THE PROPERTY, BUILDING OR
PREMISES NOTICE AND REASONABLE TIME TO CURE SUCH ALLEGED DEFAULT BY LANDLORD.
WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL LANDLORD OR ANY MORTGAGEES OR
LANDLORD RELATED PARTIES EVER BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL
DAMAGES OR ANY LOST PROFITS OF TENANT.

XXV.  No Waiver.

      Failure of Landlord to declare any default immediately upon its
occurrence, or delay in taking any action in connection with an event of default
shall not constitute a waiver of such default, nor shall it constitute an
estoppel against Landlord, but Landlord shall have the right to declare the
default at any time and take such action as is lawful or authorized under this
Lease. Failure by Landlord to enforce its rights with respect to any one default
shall not constitute a waiver of its rights with respect to any subsequent
default. Receipt by Landlord of Tenant's keys to the Premises shall not
constitute an acceptance or surrender of the Premises.

XXVI. Event of Bankruptcy.

      In addition to, and in no way limiting the other remedies set forth
herein, Landlord and Tenant agree that if Tenant ever becomes the subject of a
voluntary or involuntary bankruptcy, reorganization, composition, or other
similar type proceeding under the federal bankruptcy laws, as now enacted or
hereinafter amended, then:

      A.    "Adequate protection" of Landlord's interest in the Premises
            pursuant to the provisions of Section 361 and 363 (or their
            successor sections) of the Bankruptcy Code, 11 U.S.C. Section 101 et
            seq., (such Bankruptcy Code as amended from time to time being
            herein referred to as the "Bankruptcy Code"), prior to assumption
            and/or assignment of the Lease by Tenant shall include, but not be
            limited to all (or any part) of the following:

            1.    the continued payment by Tenant of the Base Rental and all
                  other Rent due and owing hereunder and the performance of all
                  other covenants and obligations hereunder by Tenant;

            2.    the furnishing of an additional/new security deposit by Tenant
                  in the amount of three (3) times the then current monthly Base
                  Rental.

      B.    "Adequate assurance of future performance" by Tenant and/or any
            assignee of Tenant pursuant to Bankruptcy Code Section 365 will
            include (but not be limited to) payment of an additional/new
            Security Deposit in the amount of three (3) times the then current
            monthly Base Rental payable hereunder.


                                      -28-
<PAGE>

      C.    Any person or entity to which this Lease is assigned pursuant to the
            provisions of the Bankruptcy Code, shall be deemed without further
            act or deed to have assumed all of the obligations of Tenant arising
            under this Lease on and after the effective date of such assignment.
            Any such assignee shall, upon demand by Landlord, execute and
            deliver to Landlord an instrument confirming such assumption of
            liability.

      D.    Notwithstanding anything in this Lease to the contrary, all amounts
            payable by Tenant to or on behalf of the Landlord under this Lease,
            whether or not expressly denominated as "Rent," shall constitute
            "rent" for the purposes of Section 502(b) (6) of the Bankruptcy
            Code.

      E.    If this Lease is assigned to any person or entity pursuant to the
            provisions of the Bankruptcy Code, any and all monies or other
            considerations payable or otherwise to be delivered to Landlord
            (including Base Rentals and other Rent hereunder), shall be and
            remain the exclusive property of Landlord and shall not constitute
            property of Tenant or of the bankruptcy estate of Tenant. Any and
            all monies or other considerations constituting Landlord's property
            under the preceding sentence not paid or delivered to Landlord shall
            be held in trust by Tenant or Tenant's bankruptcy estate for the
            benefit of Landlord and shall be promptly paid to or turned over to
            Landlord.

      F.    If Tenant assumes this Lease and proposes to assign the same
            pursuant to the provisions of the Bankruptcy Code to any person or
            entity who shall have made a bona fide offer to accept an assignment
            of this Lease on terms acceptable to the Tenant, then notice of such
            proposed offer/assignment, setting forth: (1) the name and address
            of such person or entity, (2) all of the terms and conditions of
            such offer, and (3) the adequate assurance to be provided Landlord
            to assure such person's or entity's future performance under the
            Lease, shall be given to Landlord by Tenant no later than twenty
            (20) days after receipt by Tenant, but in any event no later than
            ten (10) days prior to the date that Tenant shall make application
            to a court of competent jurisdiction for authority and approval to
            enter into such assumption and assignment, and Landlord shall
            thereupon have the prior right and option, to be exercised by notice
            to Tenant given at any time prior to the effective date of such
            proposed assignment, to accept an assignment of this Lease upon the
            same terms and conditions and for the same consideration, if any, as
            the bona fide offer made by such persons or entity, less any
            brokerage commission which may be payable out of the consideration
            to be paid by such person for the assignment of this Lease.

      G.    To the extent permitted by law, Landlord and Tenant agree that this
            Lease is a contract under which applicable law excuses Landlord from
            accepting performance from (or rendering performance to) any person
            or entity other than Tenant within the meaning of Sections 365(c)
            and 365(e) (2) of the Bankruptcy Code.

XXVII. Waiver of Jury Trial.

      Landlord and Tenant hereby waive any right to a trial by jury in any
action or proceeding based upon, or related to, the subject matter of this
Lease. This waiver is knowingly, intentionally, and voluntarily made by Tenant,
and Tenant acknowledges that neither Landlord nor any person acting on behalf of
Landlord has made any representations of fact to induce this waiver of trial by
jury or in any way to modify or nullify its effect. Tenant further acknowledges
that it has been represented (or has had the opportunity to be represented) in
the signing of this Lease and in the making of this waiver by independent legal
counsel, selected of its own free will, and that it has had the opportunity to
discuss this waiver with counsel.


                                      -29-
<PAGE>

XXVIII. Relocation.

      Intentionally Omitted.

XXIX. Holding Over.

      In the event of holding over by Tenant after Expiration or other
termination of this Lease or in the event Tenant continues to occupy the
Premises after the termination of Tenant's right of possession pursuant to
Articles XXII and XXIII hereof, occupancy of the Premises subsequent to such
termination or expiration shall be that of a tenancy at sufferance and in no
event for month-to-month or year-to-year. Tenant shall, throughout the entire
holdover period, be subject to all the terms and provisions of this Lease and
shall pay for its use and occupancy an amount (on a per month basis without
reduction for any partial months during any such holdover) equal to twice the
sum of the greater of (x) the Base Rental and Additional Base Rental due for the
period immediately preceding such holding over, or (y) the fair market rental
for the Premises during such period. No holding over by Tenant or payments of
money by Tenant to Landlord after the expiration of the term of this Lease shall
be construed to extend the Lease Term or prevent Landlord from recovery of
immediate possession of the Premises by summary proceedings or otherwise. In
addition to the obligation to pay the amounts set forth above during any such
holdover period, Tenant also shall be liable to Landlord for all damage,
including any consequential damage, which Landlord may suffer by reason of any
holding over by Tenant, and Tenant shall indemnify Landlord against any and all
claims made by any other tenant or prospective tenant against Landlord for delay
by Landlord in delivering possession of the Premises to such other tenant or
prospective tenant.

      Notwithstanding anything to the contrary herein contained, the payment of
rent by Tenant (i) to the address set forth in Section I.A.10, or (ii) pursuant
to the automatic debit provisions of Section IV.F, in either case after the
expiration or earlier termination of the Term of this Lease, whether or not
Landlord cashes such rent check or credits such automatic payment to its bank
account, shall not act to create a tenancy at will. Tenant acknowledges that a
tenancy at will after the expiration or earlier termination of the Term of this
Lease can only be created by a writing signed by the Landlord.

XXX. Subordination to Mortgages; Estoppel Certificate.

      Tenant accepts this Lease subject and subordinate to any mortgage, deed of
trust, ground lease or other lien presently existing or hereafter arising upon
the Premises, or upon the Building and/or the Property and to any renewals,
modifications, refinancings and extensions thereof (any such mortgage, deed of
trust, lease or other lien being hereinafter referred to as a "Mortgage", and
the person or entity having the benefit of same being referred to hereinafter as
a "Mortgagee"), but Tenant agrees that any such Mortgagee shall have the right
at any time to subordinate such Mortgage to this Lease on such terms and subject
to such conditions as such Mortgagee may deem appropriate in its discretion.
This clause shall be self-operative and no further instrument of subordination
shall be required. However, Landlord is hereby irrevocably vested with full
power and authority to subordinate this Lease to any Mortgage, and Tenant agrees
upon demand to execute such further instruments subordinating this Lease,
acknowledging the subordination of this Lease or attorning to the holder of any
such Mortgage as Landlord may reasonably request. The terms of this Lease are
subject to approval by the Landlord's existing lender(s) and any lender(s) who,
at the time of the execution of this Lease, have committed or are considering
committing to Landlord to make a loan secured by all or any portion of the
Property, and such approval is a condition precedent to Landlord's obligations
hereunder, in the event that Tenant shall fail to execute any subordination or
other agreement required by this Article within ten (10) days after request by
Landlord, such failure shall be considered to be an event of default by Tenant
entitling Landlord to exercise its rights and remedies under Article XXIII of
this Lease. If any person shall succeed to all or part of Landlord's interests
in the Premises whether

                                      -30-
<PAGE>

by purchase, foreclosure, deed in lieu of foreclosure, power of sale,
termination of lease or otherwise, and if and as so requested or required by
such successor-in-interest, Tenant shall, without charge, attorn to such
successor-in-interest. Tenant agrees that it will from time to time upon request
by Landlord and, within fifteen (15) days of the date of such request, execute
and deliver to such persons as Landlord shall request an estoppel certificate or
other similar statement in recordable form certifying that this Lease is
unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect as so modified), stating the dates to
which Rent and other charges payable under this Lease have been paid, stating
that Landlord is not in default hereunder (or if Tenant alleges a default
stating the nature of such alleged default) and further stating such other
matters as Landlord shall reasonably require. Notwithstanding the foregoing,
upon written request by Tenant, Landlord will use reasonable efforts to obtain a
non-disturbance, subordination and attornment agreement from Landlord's then
current mortgagee on such mortgagee's then current standard form of agreement.
"Reasonable efforts" of Landlord shall not require Landlord to incur any cost,
expense or liability to obtain such agreement, it being agreed that Tenant shall
be responsible for any fee or review costs charged by the mortgagee. Upon
request of Landlord, Tenant will execute the mortgagees form of non-disturbance,
subordination and attornment agreement and return the same to Landlord for
execution by the mortgagee. Landlord's failure to obtain a non-disturbance,
subordination and attornment agreement for Tenant shall have no effect on the
rights, obligations and liabilities of Landlord and Tenant or be considered to
be a default by Landlord hereunder.

XXXI. Attorneys' Fees.

      In the event that Landlord should institute any suit against Tenant for
violation of or to enforce any of the covenants or conditions of this Lease, or
should Tenant institute any suit against Landlord for violation of any of the
covenants or conditions of this Lease, or should either party intervene in any
suit in which the other is a party to enforce or protect its interest or rights
hereunder, the prevailing party in any such suit shall be entitled to all of its
costs, expenses and reasonable fees of its attorney(s) (if and to the extent
permitted by law) in connection therewith.

XXXII. Notice.

      Whenever any demand, request, approval, consent or notice ("Notice") shall
or may be given to either of the parties by the other, each such Notice shall be
in writing and shall be sent by registered or certified mail with return receipt
requested, or sent by overnight courier service (such as Federal Express) at the
respective addresses of the parties for notices as set forth in Section I.A.10.
of this Lease, provided that if Tenant has vacated the Premises or is in default
of this Lease Landlord may serve Notice by any manner permitted by law. Any
Notice under this Lease delivered by registered or certified mail shall be
deemed to have been given, delivered, received and effective on the earlier of
(a) the third day following the day on which the same shall have been mailed
with sufficient postage prepaid or (b) the delivery date indicated on the
return receipt. Notice sent by overnight courier service shall be deemed given,
delivered, received and effective upon the day after such notice is delivered to
or picked up by the overnight courier service. Either party may, at any time,
change its Notice Address by giving the other party Notice stating the change
and setting forth the new address.

XXXIII. Landlord's Lien.

      Intentionally Omitted.

XXXIV. Excepted Rights.

      This Lease does not grant any rights to light or air over or about the
Building. Landlord specifically excepts and reserves to itself the use of any
roofs, the exterior portions of the Premises, all rights to the land and
improvements below the improved


                                      -31-
<PAGE>

floor level of the Premises, the improvements and air rights above the Premises
and the improvements and air rights located outside the demising walls of the
Premises, and such areas within the Premises as are required for installation of
utility lines and other installations required to serve any occupants of the
Building and the right to maintain and repair the same, and no rights with
respect thereto are conferred upon Tenant unless otherwise specifically provided
herein. Landlord further reserves to itself the right from time to time: (a) to
change the Building's name or street address; (b) to install, fix and maintain
signs on the exterior and interior of the Building; (c) to designate and approve
window coverings; (d) to make any decorations, alterations, additions,
improvements to the Building, or any part thereof (including the Premises) which
Landlord shall desire, or deem necessary for the safety, protection,
preservation or improvement of the Building, or as Landlord may be required to
do by law; (e) to have access to the Premises to perform its duties and
obligations and to exercise its rights under this Lease; (f) to retain at all
times and to use pass-keys to all locks within and into the Premises; (g) to
approve the weight, size, or location of heavy equipment, or articles in and
about the Premises; (h) to close or restrict access to the Building at all times
other than Normal Business Hours subject to Tenant's right to admittance at all
times under such regulations as Landlord may prescribe from time to time, or to
close (temporarily or permanently) any of the entrances to the Building; (i) to
change the arrangement and/or location of entrances of passageways, doors and
doorways, corridors, elevators, stairs, toilets and public parts of the
Building; (j) if Tenant has vacated the Premises during the last month of the
Lease Term, to perform additions, alterations and improvements to the Premises
in connection with a reletting or anticipated reletting thereof without being
responsible or liable for the value or preservation of any then existing
improvements to the Premises; and (k) to grant to anyone the exclusive right to
conduct any business or undertaking in the Building. Landlord, in accordance
with Article XII hereof, shall have the right to enter the Premises in
connection with the exercise of any of the rights set forth herein and such
entry into the Premises and the performance of any work therein shall not
constitute a constructive eviction or entitle Tenant to any abatement or
reduction of Rent by reason thereof.

XXXV. Surrender of Premises.

      At the expiration or earlier termination of this Lease or Tenant's right
of possession hereunder, Tenant shall remove all Tenant's Property from the
Premises, remove all Required Removables designated by Landlord and quit and
surrender the Premises to Landlord, broom clean, and in good order, condition
and repair, ordinary wear and tear excepted. If Tenant fails to remove any of
Tenant's Property within one (1) week after the termination of this Lease or
Tenant's right to possession hereunder, Landlord, at Tenant's sole cost and
expense, shall be entitled to remove and/or store such Tenant's Property and
Landlord shall in no event be responsible for the value, preservation or
safekeeping thereof. Tenant shall pay Landlord, upon demand, any and all
expenses caused by such removal and all storage charges against such property so
long as the same shall be in the possession of Landlord or under the control of
Landlord. In addition, if Tenant fails to remove any Tenant's Property from the
Premises or storage, as the case may be, within ten (10) days after written
notice from Landlord, Landlord, at its option, may deem all or any part of such
Tenant's Property to have been abandoned by Tenant and title thereof shall
immediately pass to Landlord.

XXXVI. Miscellaneous.

      A.    If any term or provision of this Lease, or the application thereof
            to any person or circumstance shall, to any extent, be invalid or
            unenforceable, the remainder of this Lease, or the application of
            such term or provision to persons or circumstances other than those
            as to which it is held invalid or unenforceable, shall not be
            affected thereby, and each term and provision of this Lease shall be
            valid and enforced to the fullest extent permitted by law. This
            Lease represents the result of negotiations between Landlord and
            Tenant, each of which has been (or has had opportunity to be)
            represented by counsel of its own selection, and neither of which
            has acted


                                      -32-
<PAGE>

            under duress or compulsion, whether legal, economic or otherwise.
            Consequently, Landlord and Tenant agree that the language in all
            parts of the Lease shall in all cases be construed as a whole
            according to its fair meaning and neither strictly for nor against
            Landlord or Tenant.

      B.    Tenant agrees not to record this Lease or any memorandum or notice
            hereof without Landlord's prior written consent; provided, however,
            Landlord agrees to consent to the recordation or registration of a
            memorandum or notice of this Lease, at Tenant's cost and expense
            (and in form reasonably satisfactory to Landlord), if the initial
            term of this Lease or the initial term plus any renewal terms
            granted herein exceed, in the aggregate, seven (7) years. If this
            Lease is terminated before the term expires, then upon Landlord's
            request the parties shall execute, deliver and record an instrument
            acknowledging such fact and the date of termination of this Lease.

      C.    This Lease and the rights and obligations of the parties hereto
            shall be interpreted, construed, and enforced in accordance with the
            laws of the state in which the Building is located.

      D.    Events of "Force Majeure" shall include strikes, riots, acts of God,
            shortages of labor or materials and war. Whenever a period of time
            is herein prescribed for the taking of any action by Landlord or
            Tenant, as the case may be, other than the payment of rent or any
            other sums due hereunder, such party shall not be liable or
            responsible for, and there shall be excluded from the computation of
            such a period of time, any delays due to events of Force Majeure.

      E.    Landlord shall have the right to transfer and assign, in whole or in
            part, all of its rights and obligations hereunder and in the
            Building and Property referred to herein, and in such event and upon
            such transfer Landlord shall be released from any further
            obligations hereunder, and Tenant agrees to look solely to such
            successor in interest of Landlord for the performance of such
            obligations, provided that Landlord and its successors, as the case
            may be, shall remain liable after their respective periods of
            ownership with respect to any sums due in connection with a breach
            or default that arose during such period of ownership.

      F.    Tenant hereby represents to Landlord that it has dealt directly with
            and only with the Broker as a broker in connection with this Lease.
            Tenant agrees to indemnify and hold Landlord and the Landlord
            Related Parties harmless from all claims of any brokers claiming to
            have represented Tenant in connection with this Lease. Landlord
            hereby represents to Tenant that it has dealt directly with and only
            with the Broker as a broker in connection with this Lease. Landlord
            agrees to indemnify and hold Tenant and the Tenant Related Parties
            harmless from all claims of any brokers claiming to have represented
            Landlord in connection with this Lease.

      G.    If there is more than one Tenant, or if the Tenant is comprised of
            more than one person or entity, the obligations hereunder imposed
            upon Tenant shall be joint and several obligations of all such
            parties. If Tenant is a partnership, then each present and future
            partner shall be personally bound by and upon all of the covenants,
            agreements, terms, provisions and conditions set forth in this Lease
            on the part of Tenant to be performed. In confirmation of the
            foregoing, Landlord may (but without being required to do so)
            request (and Tenant shall duly comply) that Tenant, at the time that
            Tenant admits any new partner to its partnership, shall require each
            such new partner to execute an agreement in form and substance


                                      -33-
<PAGE>

            satisfactory to Landlord whereby such new partner shall agree to be
            personally bound by and upon all of the covenants, agreements,
            terms, provisions and conditions of this Lease on the part of Tenant
            to be performed, without regard to the time when such new partner is
            admitted to partnership or when any obligations under any such
            covenants, etc., accrue. All notices, payments, and agreements given
            or made by, with or to any one of such persons or entities shall be
            deemed to have been given or made by, with or to all of them.

      H.    In the event Tenant is a corporation (including any form of
            professional association), partnership (general or limited), or
            other form of organization other than an individual (each such
            entity is individually referred to herein as an "Organizational
            Entity"), then Tenant hereby covenants, warrants and represents: (1)
            that such individual is duly authorized to execute or attest and
            deliver this Lease on behalf of Tenant in accordance with the
            organizational documents of Tenant; (2) that this Lease is binding
            upon Tenant; (3) that Tenant is duly organized and legally existing
            in the state of its organization, and is qualified to do business in
            the state in which the Premises is located; and (4) that the
            execution and delivery of this Lease by Tenant will not result in
            any breach of, or constitute a default under any mortgage, deed of
            trust, lease, loan, credit agreement, partnership agreement or other
            contract or instrument to which Tenant is a party or by which Tenant
            may be bound. If Tenant is an Organizational Entity, upon request,
            Tenant will, prior to the Commencement Date, deliver to Landlord
            true and correct copies of all organizational documents of Tenant,
            including, without limitation, copies of an appropriate resolution
            or consent of Tenant's board of directors or other appropriate
            governing body of Tenant authorizing or ratifying the execution and
            delivery of this Lease, which resolution or consent will be duly
            certified to Landlord's satisfaction by an appropriate individual
            with authority to certify such documents, such as the secretary or
            assistant secretary or the managing general partner of Tenant.

      I.    Tenant acknowledges that the financial capability of Tenant to
            perform its obligations hereunder is material to Landlord and that
            Landlord would not enter into this Lease but for its belief, based
            on its review of Tenant's financial statements, that Tenant is
            capable of performing such financial obligations. Tenant hereby
            represents, warrants and certifies to Landlord that its financial
            statements previously furnished to Landlord were at the time given
            true and correct in all material respects and that there have been
            no material subsequent changes thereto as of the date of this Lease.
            At any time during the Lease Term, Tenant shall provide Landlord,
            upon ten (10) days' prior written notice from Landlord, with a
            current financial statement and financial statements of the two (2)
            years prior to the current financial statement year and such other
            information as Landlord or its Mortgagee may reasonably request in
            order to create a "business profile" of Tenant and determine
            Tenant's ability to fulfill its obligations under this Lease. Such
            statement shall be prepared in accordance with generally accepted
            accounting principles and, if such is the normal practice of Tenant,
            shall be audited by an independent certified public accountant.

      J.    Except as expressly otherwise herein provided, with respect to all
            required acts of Tenant, time is of the essence of this Lease. This
            Lease shall create the relationship of Landlord and Tenant between
            the parties hereto.

      K.    This Lease and the covenants and conditions herein contained shall
            inure to the benefit of and be binding upon Landlord and Tenant and
            their respective permitted successors and assigns.


                                      -34-
<PAGE>

      L.    Notwithstanding anything to the contrary contained in this Lease,
            the expiration of the Lease Term, whether by lapse of time or
            otherwise, shall not relieve Tenant from Tenant's obligations
            accruing prior to the expiration of the Lease Term, and such
            obligations shall survive any such expiration or other termination
            of the Lease Term.

      M.    The headings and titles to the paragraphs of this Lease are for
            convenience only and shall have no affect upon the construction or
            interpretation of any part hereof.

      N.    Landlord has delivered a copy of this Lease to Tenant for Tenant's
            review only, and the delivery hereof does not constitute an offer to
            Tenant or option. This Lease shall not be effective until an
            original of this Lease executed by both Landlord and Tenant and an
            original Guaranty, if any, executed by each Guarantor is delivered
            to and accepted by Landlord, and this Lease has been approved by
            Landlord's Mortgagees, if required.

      0.    QUIET ENJOYMENT. Tenant shall, and may peacefully have, hold, and
            enjoy the Premises, subject to the other terms of this Lease
            (including, without limitation, Article XXX hereof), provided that
            Tenant pays the Rent herein recited to be paid by Tenant and
            performs all of Tenant's covenants and agreements herein contained.
            This covenant and any and all other covenants of Landlord shall be
            binding upon Landlord and its successors only during its or their
            respective periods of ownership of the Landlord's interest
            hereunder.

XXXVII. Entire Agreement.

      This Lease Agreement, including the following Exhibits:

      EXHIBIT A - Outline and Location of Premises
      EXHIBIT B - Rules and Regulations
      EXHIBIT C - Intentionally Omitted
      EXHIBIT D - Work Letter Agreement
      EXBIBIT E - Commencement Date Agreement (for recording) (if applicable)
      EXHIBIT F - Additional Provisions

      constitutes the entire agreement between the parties hereto with respect
      to the subject matter of this Lease and supersedes all prior agreements
      and understandings between the parties related to the Premises, including
      all lease proposals, letters of intent and similar documents. TENANT
      EXPRESSLY ACKNOWLEDGES AND AGREES THAT LANDLORD HAS NOT MADE AND IS NOT
      MAKING, AND TENANT, IN EXECUTING AND DELIVERING THIS LEASE, IS NOT RELYING
      UPON, ANY WARRANTIES, REPRESENTATIONS, PROMISES OR STATEMENTS, EXCEPT TO
      THE EXTENT THAT THE SAME ARE EXPRESSLY SET FORTH IN THIS LEASE. ALL
      UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THE PARTIES ARE
      MERGED IN THIS LEASE WHICH ALONE FULLY AND COMPLETELY EXPRESSES THE
      AGREEMENT OF THE PARTIES, NEITHER PARTY RELYING UPON ANY STATEMENT OR
      REPRESENTATION NOT EMBODIED IN THIS LEASE. THIS LEASE MAY BE MODIFIED ONLY
      BY A WRITTEN AGREEMENT SIGNED BY LANDLORD AND TENANT. LANDLORD AND TENANT
      EXPRESSLY AGREE THAT THERE ARE AND SHALL BE NO IMPLIED WARRANTIES OF
      MERCHANTABILITY, HABITABILITY, SUITABILITY, FITNESS FOR A PARTICULAR
      PURPOSE OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE, ALL OF WHICH ARE
      HEREBY WAIVED BY TENANT, AND THAT THERE ARE NO WARRANTIES WHICH EXTEND
      BEYOND THOSE EXPRESSLY SET FORTH IN THIS LEASE.


                                      -35-
<PAGE>

      IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the
day and year first above written.

WITNESS/ATTEST:                         LANDLORD:

Sarah L. Wills                          BEAMETFED, INC., a Maryland corporation


SARAH L. WILLS                          By: /s/ Christopher P. Mundy
-----------------------------------        -------------------------------------
Name (print):                           Name:  CHRISTOPHER P. MUNDY
                                        Title: SENIOR VICE PRESIDENT

WITNESS/ATTEST:                         TENANT:

                                        MERRILL CORPORATION, a Minnesota
Steven J. Machov, Sec.                  corporation


RICK ATTERBURY                          By: /s/ Rick Atterbury V.P.
-----------------------------------        -------------------------------------
Name (print):                             (Name)      (Title)
                                          Hereunto Duly Authorized


                                      -36-
<PAGE>

                                    EXHIBIT A

                                    PREMISES

      This Exhibit is attached to and made a part of the Lease dated July 30,
1998, by and between BEAMETFED, INC., a Maryland corporation ("Landlord") and
MERRILL CORPORATION, a Minnesota corporation ("Tenant") for space in the
Building located at 101 Federal Street, Boston, Massachusetts.

                               [GRAPHIC OMITTED]

101 FEDERAL STREET
BOSTON MASSACHUSETTS                                                    FLOOR 21


                                      -37-
<PAGE>

                                    EXHIBIT B

                         BUILDING RULES AND REGULATIONS

      The following rules and regulations shall apply, where applicable, to the
Premises, the Building, the parking garage associated therewith (if any), the
Property and the appurtenances thereto:

1.    Sidewalks, doorways, vestibules, halls, stairways and other similar areas
      shall not be obstructed by Tenant or used by Tenant for any purpose other
      than ingress and egress to and from the Premises. No rubbish, liter,
      trash, or material of any nature shall be placed, emptied, or thrown in
      those areas. At no time shall Tenant permit Tenant's employees to loiter
      in common areas or elsewhere in or about the Building or Property.

2.    Plumbing fixtures and appliances shall be used only for the purposes for
      which designed, and no sweepings, rubbish, rags or other unsuitable
      material shall be thrown or placed therein. Damage resulting to any such
      fixtures or appliances from misuse by Tenant or its agents, employees or
      invitees, shall be paid for by Tenant, and Landlord shall not in any case
      be responsible therefor.

3.    No signs, advertisements or notices shall be painted or affixed on or to
      any windows, doors or other parts of the Building, except those of such
      color, size, style and in such places as shall be first approved in
      writing by Landlord. No nails, hooks or screws shall be driven or inserted
      into any part of the Premises or Building except by the Building
      maintenance personnel, nor shall any part of the Building be defaced by
      Tenant.

4.    Landlord may provide and maintain in the first floor (main lobby) of the
      Building an alphabetical directory board listing all Tenants, and no other
      directory shall be permitted unless previously consented to by Landlord in
      writing.

5.    Tenant shall not place any additional lock or locks on any door in the
      Premises or Building without Landlord's prior written consent. A
      reasonable number of keys to the locks on the doors in the Premises shall
      be furnished by Landlord to Tenant at the cost of Tenant, and Tenant shall
      not have any duplicate keys made. All keys shall be returned to Landlord
      at the expiration or earlier termination of this Lease.

6.    All contractors, contractor's representatives, and installation
      technicians performing work in the Building shall be subject to Landlord's
      prior approval and shall be required to comply with Landlord's standard
      rules, regulations, policies and procedures, as the same may be revised
      from time to time. Tenant shall be solely responsible for complying with
      all applicable laws, codes and ordinances pursuant to which said work
      shall be performed. Notwithstanding anything to the contrary herein or in
      the Lease contained, Landlord has no obligation to allow any particular
      telecommunication service provider to have access to the Building or to
      Tenant's premises. If Landlord permits such access, Landlord may condition
      such access upon the payment to Landlord by the service provider of fees
      assessed by Landlord in its sole discretion.

7.    Movement in or out of the Building of furniture or office equipment, or
      dispatch or receipt by Tenant of any merchandise or materials which
      require the use of elevators, stairways, lobby areas, or loading dock
      areas, shall be restricted to hours designated by Landlord. Tenant must
      seek Landlord's prior approval by providing in writing a detailed listing
      of any such activity. If approved by Landlord, such activity shall be
      under the supervision of Landlord and performed in the manner stated by
      Landlord. Landlord may prohibit any article, equipment or any other item
      from being brought into the Building. Tenant is to assume all


                                      -38-
<PAGE>

      risk for damage to articles moved and injury to any persons resulting from
      such activity. If any equipment, property, and/or personnel of Landlord or
      of any other tenant is damaged or injured as a result of or in connection
      with such activity, Tenant shall be solely liable for any and all damage
      or loss resulting therefrom.

8.    Landlord shall have the power to prescribe the weight and position of
      safes and other heavy equipment or items, which in all cases shall not in
      the opinion of Landlord exceed acceptable floor loading and weight
      distribution requirements. All damage done to the Building by the
      installation, maintenance, operation, existence or removal of any property
      of Tenant shall be repaired at the expense of Tenant.

9.    Corridor doors, when not in use, shall be kept closed.

10.   Tenant shall not: (1) make or permit any improper, objectionable or
      unpleasant noises or odors in the Building, or otherwise interfere in any
      way with other tenants or persons having business with them; (2) solicit
      business or distribute, or cause to be distributed, in any portion of the
      Building any handbills, promotional materials or other advertising; or (3)
      conduct or permit any other activities in the Building that might
      constitute a nuisance.

11.   No animals, except seeing eye dogs, shall be brought into or kept in, on
      or about the Premises.

12.   No inflammable, explosive or dangerous fluid or substance shall be used or
      kept by Tenant in the Premises or Building. Tenant shall not, without
      Landlord's prior written consent, use, store, install, spill, remove,
      release or dispose of within or about the Premises or any other portion of
      the Property, any asbestos-containing materials or any solid, liquid or
      gaseous material now or hereafter considered toxic or hazardous under the
      provisions of 42 U.S.C. Section 9601 et seq., M.G.L. c. 21C, M.G.L.c.21E,
      or any other applicable environmental law which may now or hereafter be in
      effect. If Landlord does give written consent to Tenant pursuant to the
      foregoing sentence, Tenant shall comply with all applicable laws, rules
      and regulations pertaining to and governing such use by Tenant, and shall
      remain liable for all costs of cleanup or removal in connection therewith.

13.   Tenant shall not use or occupy the Premises in any manner or for any
      purpose which would injure the reputation or impair the present or future
      value of the Premises or the Building; without limiting the foregoing,
      Tenant shall not use or permit the Premises or any portion thereof to be
      used for lodging, sleeping or for any illegal purpose.

14.   Tenant shall not take any action which would violate Landlord's labor
      contracts affecting the Building or which would cause any work stoppage,
      picketing, labor disruption or dispute, or any interference with the
      business of Landlord or any other tenant or occupant of the Building or
      with the rights and privileges of any person lawfully in the Building.
      Tenant shall take any actions necessary to resolve any such work stoppage,
      picketing, labor disruption, dispute or interference and shall have
      pickets removed and, at the request of Landlord, immediately terminate at
      any time any construction work being performed in the Premises giving rise
      to such labor problems, until such time as Landlord shall have given its
      written consent for such work to resume. Tenant shall have no claim for
      damages of any nature against Landlord or any of the Landlord Related
      Parties in connection therewith, nor shall the date of the commencement of
      the Term be extended as a result thereof.

15.   Tenant shall utilize the termite and pest extermination service designated
      by Landlord to control termites and pests in the Premises. Except as
      included in


                                      -39-
<PAGE>

      Basic Costs, Tenant shall bear the cost and expense of such extermination
      services.

16.   Tenant shall not install, operate or maintain in the Premises or in any
      other area of the Building, any electrical equipment which does not bear
      the U/L (Underwriters Laboratories) seal of approval, or which would
      overload the electrical system or any part thereof beyond its capacity for
      proper, efficient and safe operation as determined by Landlord, taking
      into consideration the overall electrical system and the present and
      future requirements therefor in the Building. Tenant shall not furnish any
      cooling or heating to the Premises, including, without limitation, the use
      of any electronic or gas heating devices, without Landlord's prior written
      consent. Tenant shall not use more than its proportionate share of
      telephone lines available to service the Building.

17.   Tenant shall not operate or permit to be operated on the Premises any coin
      or token operated vending machine or similar device (including, without
      limitation, telephones, lockers, toilets, scales, amusement devices and
      machines for sale of beverages, foods, candy, cigarettes or other goods),
      except for those vending machines or similar devices which are for the
      sole and exclusive use of Tenant's employees, and then only if such
      operation does not violate the lease of any other tenant of the Building.

18.   Bicycles and other vehicles are not permitted inside or on the walkways
      outside the Building, except in those areas specifically designated by
      Landlord for such purposes.

19.   Landlord may from time to time adopt appropriate systems and procedures
      for the security or safety of the Building, its occupants, entry and use,
      or its contents. Tenant, Tenant's agents, employees, contractors, guests
      and invitees shall comply with Landlord's reasonable requirements relative
      thereto.

20.   Landlord shall have the right to prohibit the use of the name of the
      Building or any other publicity by Tenant that in Landlord's opinion may
      tend to impair the reputation of the Building or its desirability for
      Landlord or other tenants. Upon written notice from Landlord, Tenant will
      refrain from and/or discontinue such publicity immediately.

21.   Tenant shall carry out Tenant's permitted repair, maintenance,
      alterations, and improvements in the Premises only during times agreed to
      in advance by Landlord and in a manner which will not interfere with the
      rights of other tenants in the Building.

22.   Canvassing, soliciting, and peddling in or about the Building is
      prohibited. Tenant shall cooperate and use its best efforts to prevent the
      same.

23.   At no time shall Tenant permit or shall Tenant's agents, employees,
      contractors, guests, or invitees smoke in any common area of the Building,
      unless such common area has been declared a designated smoking area by
      Landlord, or to allow any smoke from the Premises to emanate into the
      common areas or any other tenant's premises. Landlord shall have the right
      at any time to designate the Building as a non-smoking building.

24.   Tenant shall observe Landlord's rules with respect to maintaining standard
      window coverings at all windows in the Premises so that the Building
      presents a uniform exterior appearance. Tenant shall ensure that to the
      extent reasonably practicable, window coverings are closed on all windows
      in the Premises while they are exposed to the direct rays of the sun.

25.   All deliveries to or from the Premises shall be made only at such times,
      in the areas and through the entrances and exits designated for such
      purposes by Landlord. Tenant shall not permit the process of receiving
      deliveries to or from


                                      -40-
<PAGE>

      the Premises outside of said areas or in a manner which may interfere with
      the use by any other tenant of its premises or of any common areas, any
      pedestrian use of such area, or any use which is inconsistent with good
      business practice.

26.   The work of cleaning personnel shall not be hindered by Tenant after 5:30
      P.M., and such cleaning work may be done at any time when the offices are
      vacant. Windows, doors and fixtures may be cleaned at any time. Tenant
      shall provide adequate waste and rubbish receptacles necessary to prevent
      unreasonable hardship to Landlord regarding cleaning service.


                                      -41-
<PAGE>

                                    EXHIBIT C

                              INTENTIONALLY OMITTED


                                      -42-
<PAGE>

                                    EXHIBIT D

                                  WORK LETTER

      This Exhibit is attached to and made a part of the Lease dated July 30,
1998, by and between BEAMETFED, INC., a Maryland corporation by ("Landlord") and
MERRILL CORPORATION, a Minnesota corporation ("Tenant") for space in the
Building located at 101 Federal Street, Boston, Massachusetts.

1.    This Work Letter shall set forth the obligations of Landlord and Tenant
      with respect to the preparation of the Premises for Tenant's occupancy.
      All improvements described in this Work Letter to be constructed in and
      upon the Premises by Landlord are hereinafter referred to as the "Landlord
      Work." It is agreed that construction of the Landlord Work will be
      completed at Tenant's sole cost and expense, subject to the Allowance (as
      defined below). Landlord shall enter into a direct contract for the
      Landlord Work with a general contractor selected by Landlord. In addition,
      Landlord shall have the right to select and/or approve of any
      subcontractors used in connection with the Landlord Work.

2.    Tenant shall be solely responsible for the preparation and submission to
      Landlord of the final architectural, electrical and mechanical
      construction drawings, plans and specifications (called "Plans") necessary
      to construct the Landlord Work, which plans shall be subject to approval
      by Landlord and Landlord's architect and engineers and shall comply with
      their requirements to avoid aesthetic or other conflicts with the design
      and function of the balance of the Building. Tenant shall be responsible
      for all elements of the design of Tenant's plans (including, without
      limitation, compliance with law, functionality of design, the structural
      integrity of the design, the configuration of the premises and the
      placement of Tenant's furniture, appliances and equipment), and Landlord's
      approval of Tenant's plans shall in no event relieve Tenant of the
      responsibility for such design. If requested by Tenant, Landlord's
      architect will prepare the Plans necessary for such construction at
      Tenant's cost. Whether or not the layout and Plans are prepared with the
      help (in whole or in part) of Landlord's architect, Tenant agrees to
      remain solely responsible for the preparation and submission of the Plans
      and for all elements of the design of such Plans and for all costs related
      thereto. (The word "architect" as used in this Article 4 shall include an
      interior designer or space planner.) 

3.    Landlord shall use reasonable efforts to have the Landlord substantially
      completed on or before the date ("Target Completion Date") ninety (90)
      days after the date that Tenant delivers final approved Plans to Landlord
      for the Landlord Work. For the purposes hereof, the "Completion Date"
      shall be the date on which the Landlord Work in the Premises has been
      substantially completed; provided, however, that if Landlord shall be
      delayed in substantially completing the Landlord Work as a result of the
      occurrence of any of the following (a "Delay"):

            1.    Tenant's failure to furnish information in accordance with the
                  Work Letter Agreement or to respond to any request by Landlord
                  for any approval or information within any time period
                  prescribed, or if no time period is prescribed, then within
                  two (2) Business Days of such request; or

            2.    Tenant's insistence on materials, finishes or installations
                  that have long lead times after having first been informed by
                  Landlord that such materials, finishes or installations will
                  cause a Delay; or

            3.    Changes in any plans and specifications requested by Tenant;
                  or


                                      -43-
<PAGE>

            4.    The performance or nonperformance by a person or entity
                  employed by Tenant in the completion of any work in the
                  Premises (all such work and such persons or entities being
                  subject to the prior approval of Landlord); or

            5.    Any request by Tenant that Landlord delay the completion of
                  any of the Landlord Work; or

            6.    Any breach or default by Tenant in the performance of Tenant's
                  obligations under this Lease; or

            7.    Any delay resulting from Tenant's having taken possession of
                  the Premises for any reason prior to substantial completion of
                  the Landlord Work; or

            8.    Any other delay chargeable to Tenant, its agents, employees or
                  independent contractors;

      then, for purposes of determining the Completion Date, the date of
      substantial completion shall be deemed to be the day that said Landlord
      Work would have been substantially completed absent any such Delay(s). The
      Landlord Work shall be deemed to be substantially completed on the date
      that Landlord reasonably determines that all Landlord's Work has been
      performed (or would have been performed absent any Delays), other than any
      details of construction, mechanical adjustment or any other matter, the
      noncompletion of which does not materially interfere with Tenant's use of
      the Premises. If the Landlord Work is not substantially completed on or
      before the Target Completion Date, then Tenant shall be entitled to a
      credit against Tenant's obligation to pay Base Rental under the Lease for
      the period from the Target Completion Date to the Completion Date. Such
      credit shall be Tenant's sole remedy and shall constitute full settlement
      of all claims that Tenant might otherwise have against Landlord by reason
      of the Premises not being ready for occupancy by Tenant on the Target
      Commencement Date. Notwithstanding the foregoing, if there have been no
      Delays and the Completion Date does not occur on or before the date eight
      (8) months after the date that Tenant delivers final approved Plans to
      Landlord for the Landlord Work (the "Outside Completion Date"), Tenant, as
      its sole remedy, may terminate this Lease by giving Landlord written
      notice of termination on or before the earlier to occur of: (i) the date
      thirty (30) days after the Outside Completion Date; and (ii) the
      Completion Date. In such event, this Lease shall be deemed null and void
      and of no further force and effect and Landlord shall promptly refund any
      Security Deposit previously advanced by Tenant under this Lease provided
      however, that Landlord shall have no obligation to refund any Rental paid
      by Tenant under the Lease, and, so long as Tenant has not previously
      defaulted under any of its obligations under this Work Letter, the parties
      hereto shall have no further responsibilities or obligations to each other
      with respect to this Lease. Landlord and Tenant acknowledge and agree
      that: (i) the determination of the Completion Date shall take into
      consideration the effect of any Delays by Tenant; and (ii) the Outside
      Completion Date shall be postponed by the number of days the Completion
      Date is delayed due to events of Force Majeure. Notwithstanding anything
      herein to the contrary, if Landlord determines that it will be unable to
      cause the Completion Date to occur by the Outside Completion Date,
      Landlord shall have the right to immediately cease its performance of the
      Landlord Work and provide Tenant with written notice (the "Outside
      Extension Notice") of such inability, which Outside Extension Notice shall
      set forth the date on which Landlord reasonably believes that the
      Completion Date will occur. Upon receipt of the Outside Extension Notice,
      Tenant shall have the right to terminate this Lease by providing written
      notice of termination to Landlord within five (5) Business Days after the
      date of the Outside Extension Notice. In the event that Tenant does not
      terminate this Lease within such five (5) Business Day period,


                                      -44-
<PAGE>

      the Outside Completion Date shall automatically be amended to be the date
      set forth in Landlord's Outside Extension Notice.

4.    In the event Landlord's estimate and/or the actual cost of construction
      shall exceed the Allowance, Landlord, prior to commencing any construction
      of Landlord Work, shall submit to Tenant a written estimate setting forth
      the anticipated cost of the Landlord Work, including but not limited to
      labor and materials, contractor's fees and permit fees. Within three (3)
      Business Days thereafter, Tenant shall notify Landlord as to any deletions
      or substitutions in the Landlord Work. If Tenant fails to timely notify
      Landlord of any such deletions or substitutions, Tenant shall be deemed to
      have agreed to pay the Excess Costs, as defined in Paragraph 5 hereof.

5.    In the event Landlord's actual cost of construction shall exceed the
      Allowance, if any (such amounts exceeding the Allowance being herein
      referred to as the "Excess Costs"), Tenant shall pay to Landlord such
      Excess Costs upon billing therefor, from time to time, in proportion to
      the ratio that the Excess Costs bears to Landlord's actual cost of
      construction. For example, if Landlord's actual cost of construction is
      $52.00 per rentable square foot of the Premises, the Excess Costs shall be
      equal to $13.00 per rentable square foot of the Premises and Tenant shall
      pay 25% (i.e., the ratio that the Excess Costs bears to Landlord's actual
      cost of construction) and Landlord shall pay 75% of each requisition
      submitted by Landlord to Tenant for payment until the Allowance is used in
      full. The statements of costs submitted to Landlord by Landlord's
      contractors shall be conclusive for purposes of determining the actual
      cost of the items described therein. The amounts payable hereunder
      constitute Rent payable pursuant to the Lease, and the failure to timely
      pay same constitutes an event of default under the Lease.

6.    If Tenant shall request any change, addition or alteration in any of the
      Plans after approval by Landlord, Landlord shall have such revisions to
      the drawings prepared, and Tenant shall reimburse Landlord for the cost
      thereof upon demand. Promptly upon completion of the revisions, Landlord
      shall notify Tenant in writing of the increased cost which will be
      chargeable to Tenant by reason of such change, addition or deletion.
      Tenant, within one (1) Business Day, shall notify Landlord in writing
      whether it desires to proceed with such change, addition or deletion. In
      the absence of such written authorization, Landlord shall have the option
      to continue work on the Premises disregarding the requested change,
      addition or alteration, or Landlord may elect to discontinue work on the
      Premises until it receives notice of Tenant's decision, in which event
      Tenant shall be responsible for any Delay in completion of the Premises
      resulting therefrom. In the event such revisions result in a higher
      estimate of the cost of construction and/or higher actual construction
      costs which exceed the Allowance, such increased estimate or costs shall
      be deemed Excess Costs pursuant to Paragraph 5 hereof and Tenant shall pay
      such Excess Costs upon demand.

7.    Following approval of the Plans and the payment by Tenant of the required
      portion of the Excess Costs, if any, Landlord shall cause the Landlord
      Work to be constructed substantially in accordance with the approved
      Plans. Landlord shall notify Tenant of substantial completion of the
      Landlord Work.

8.    Landlord, provided Tenant is not in default, beyond the expiration of
      applicable notice and grace period, agrees to provide Tenant with an
      allowance (the "Allowance") in an amount not to exceed Five Hundred
      Twenty-Six Thousand Seven Hundred Thirty-Four and 00/100 Dollars
      ($526,734.00) (i.e., $39.00 per rentable square foot of the Premises) to
      be applied toward the cost of the Landlord Work in the Premises. In the
      event the Allowance shall not be sufficient to complete the Landlord Work,
      Tenant shall pay the Excess Costs as prescribed in paragraph 5 above. In
      the event the Allowance exceeds the cost of Landlord


                                      -45-
<PAGE>

      Work, any remaining Allowance shall accrue to the sole benefit of
      Landlord, it being agreed that Tenant shall not be entitled to any credit,
      offset, abatement or payment with respect thereto. Landlord shall be
      entitled to deduct from the Allowance a construction management fee for
      Landlord's oversight of the Landlord Work in an amount equal to two and
      one-half percent (2 1/2%) of the total cost of the Landlord Work.

9.    In addition to the Allowance, Landlord shall, at Tenant's sole option,
      provide Tenant with an additional allowance ("Landlord's Additional
      Allowance") of up to Two Hundred Six Thousand Six Hundred Ten and 00/100
      ($206,610.00) Dollars towards the cost of the Landlord Work. Commencing as
      of the Commencement Date (if the Commencement Date is the first day of a
      calendar month, or otherwise on the first day of the calendar month next
      following the Commencement Date), and continuing on the first day of each
      month thereafter throughout the term of the Lease, Tenant shall pay to
      Landlord, as additional rent, Construction Rent, as hereinafter defined,
      based upon Landlord's Additional Allowance. Tenant's monthly payments of
      Construction Rent shall be equal to the amount of equal monthly payments
      of principal and interest which would be necessary to repay a loan in the
      amount of Landlord's Additional Allowance, together with interest at the
      rate of thirteen (13%) percent per annum, on a level direct reduction
      basis over a term equal to the term of the Lease. Monthly payments of
      Construction Rent shall be payable at the same time and in the same manner
      as Base Rental is payable under the Lease. Construction Rent shall not be
      abated or reduced for any reason whatsoever (including, without
      limitation, untenantability of the premises or termination of the Lease).
      Without limiting the foregoing, the rent abatement provisions of Articles
      XIX and XXI of the Lease shall not apply to Construction Rent. Since the
      payment of Construction Rent represents a reimbursement to Landlord of
      costs which Landlord will incur in connection with the construction of the
      Premises, if there is any default (beyond the expiration of any applicable
      grace periods) of any of Tenant's obligations under the Lease (including,
      without limitation, its obligation to pay Construction Rent) of if the
      term of this Lease is terminated for any reason whatsoever prior to the
      termination of the term of the Lease, Tenant shall pay to Landlord,
      immediately upon demand, the unamortized balance of Landlord's Additional
      Allowance. Tenant's obligation to pay the unamortized balance of
      Landlord's Additional Allowance shall be in addition to all other rights
      and remedies which Landlord has based upon any default of Tenant under the
      Lease, and Tenant shall not be entitled to any credit or reduction in such
      payment based upon amounts collected by Landlord from reletting the
      premises after the default of Tenant.

10.   This Exhibit D shall not be deemed applicable to any additional space
      added to the original Premises at any time or from time to time, whether
      by any options under the Lease or otherwise, or to any portion of the
      original Premises or any additions to the Premises in the event of a
      renewal or extension of the original Term of this Lease, whether by any
      options under the Lease or otherwise, unless expressly so provided in the
      Lease or any amendment or supplement to the Lease.

11.   Tenant hereby designates Ms. Veta Micevic, whose telephone number is
      651-649-1221, as Tenant's authorized representative for the purpose of
      approving submittals and issuing requests for any changes to the Plans or
      Landlord's Work. Landlord and its agents shall rely only upon her
      direction. Tenant shall have no obligation to pay costs incurred as the
      result of Landlord's reliance upon the authority of any other person as
      Tenant's representative. Tenant reserves the right to amend these
      designations at any time upon written notice to Landlord.


                                      -46-
<PAGE>

      IN WITNESS WHEREOF, Landlord and Tenant have entered into this Exhibit as
of the date first written above.

WITNESS/ATTEST:                         LANDLORD:

Sarah L. Wills                          BEAMETFED, INC., a Maryland corporation


SARAH L. WILLS                          By: /s/ Christopher P. Mundy
-----------------------------------        -------------------------------------
Name: (print):                             Name:  CHRISTOPHER P. MUNDY
                                           Title: SENIOR VICE PRESIDENT

WITNESS/ATTEST:                         TENANT:

Steven J. Machov, Sec.                  MERRILL CORPORATION, a Minnesota
                                        corporation


RICK ATTERBURY                          By: /s/ Rick Atterbury V.P.
-----------------------------------        -------------------------------------
Name: (print):                            (Name)      (Title)
                                          Hereunto Duly Authorized


                                       47

<PAGE>

                                    EXHIBIT E

                           COMMENCEMENT DATE AGREEMENT

      Reference is made to that certain Lease by and between ___________________
_______________, a(n) _______________________________, Landlord and
____________________________, a(n) _______________________________, Tenant, and
dated ___________________, a Notice of which is filed for registration with the
[Suffolk Registry District of the Land Court] as Document
No.________________________.

      Landlord and Tenant hereby confirm and agree that the Commencement Date
under the Lease is __________________________.

      This Commencement Date Agreement is executed as a sealed instrument as of
__________,19__.

WITNESS/ATTEST:                         LANDLORD:_______________________________
                                        
___________________________________     a(n) ___________________________________

Name (print):______________________     By:_____________________________________

___________________________________        _____________________________________

Name (print):______________________        By:__________________________________

                                              __________________________________

                                              By:_______________________________

                                              Name:_____________________________

                                              Title:____________________________


WITNESS/ATTEST:                            TENANT:______________________________

___________________________________     a(n)____________________________________

Name (print):______________________     By:_____________________________________

___________________________________     Name:___________________________________

Name (print):______________________     Title:__________________________________


                                      -48-
<PAGE>

                                    EXHIBIT F

                              ADDITIONAL PROVISIONS

      This Exhibit is attached to and made a part of the Lease dated July 30,
1998, by and between BEAMETFED, INC., a Maryland corporation ("Landlord") and
MERRILL CORPORATION, a Minnesota corporation ("Tenant") for space in the
Building located at 101 Federal Street, Boston, Massachusetts.

1. TENANT'S RENEWAL OPTION

      A. Tenant, provided it is not in default and has not sublet the Premises
or assigned this Lease, shall have the right to extend the Lease Term for one
additional period of five (5) years commencing on the day following the
Termination Date and ending on the fifth (5th) anniversary of the Termination
Date (the "Renewal Term"). Such Renewal Option shall be exercised by providing
written notice ("Initial Renewal Notice") to Landlord on or after the date
fifteen (15) months prior to the Termination Date and on or before the date
twelve (12) months prior to the Termination Date.

      B. The initial Base Rental rate per rentable square foot for the Premises
during the Renewal Term shall equal the prevailing market rate for such space as
determined in Landlord's reasonable judgment.

      C. Tenant shall pay Additional Base Rental for the Premises during the
Renewal Term in accordance with the terms of this Lease.

      D. Within thirty (30) days after receipt of Tenant's Initial Renewal
Notice, Landlord shall advise Tenant of the applicable Base Rental rate for the
Premises for the Renewal Term. Tenant, within fifteen (15) days after the date
on which Landlord advises Tenant of the applicable Base Rental rate for the
Renewal Term, shall either (i) give Landlord final binding written notice
("Binding Notice") of Tenant's exercise of its option, or (ii) if Tenant
disagrees with Landlord's determination, provide Landlord with written notice of
rejection (the "Rejection Notice"). If Tenant fails to provide Landlord with
either a Binding Notice or Rejection Notice within such fifteen (15) day period,
Tenant's Renewal Option shall be null and void and of no further force and
effect. If Tenant provides Landlord with a Binding Notice, Landlord and Tenant
shall enter into the Renewal Amendment upon the terms and conditions set forth
herein. If Tenant provides Landlord with a Rejection Notice, Landlord and Tenant
shall work together in good faith to agree upon the Prevailing Market Base
Rental rate for the Premises during the Renewal Term. Upon agreement Tenant
shall provide Landlord with Binding Notice and Landlord and Tenant shall enter
into the Renewal Amendment in accordance with the terms and conditions hereof.
Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon
the Prevailing Market Base Rental rate for the Premises within thirty (30) days
after the date on which Tenant provides Landlord with a Rejection Notice,
Tenant's Renewal Option shall be null and void and of no force and effect.

      E. If Tenant is entitled to and properly exercises its Renewal Option,
Landlord shall prepare an amendment (the "Renewal Amendment") to reflect changes
in the Base Rental, Lease Term, Termination Date and other appropriate terms.
The Renewal Amendment shall be sent to Tenant within a reasonable time after
receipt of the Binding Notice, and executed by Tenant and returned to Landlord
within fifteen (15) days after Tenant's receipt thereof from Landlord.

2. TENANT'S RIGHT OF FIRST OFFER

      A. Tenant shall have the one time right of first offer with respect to an
area on the twenty-first (21st) floor of the Building containing 2,750 square
feet of Total


                                      -49-
<PAGE>

Rentable Area ("Area A") and an area on the twenty-first (21st) floor of the
Building containing 2,968 square feet of Total Rentable Area ("Area B") (each
area being an "Offering Space"). The Right of First Offer shall be exercised as
follows: at any time after Landlord has determined that the existing tenant in
an Offering Space will not extend or renew the term of its lease for such
Offering Space (but prior to leasing such Offering Space to a party other than
the existing tenant), Landlord shall advise Tenant (the "Advice") of the terms
under which Landlord is prepared to lease an Offering Space to Tenant for the
remainder of the Lease Term, which terms shall reflect the Prevailing Market
(hereinafter defined) rate for such Offering Space as reasonably determined by
Landlord. Notwithstanding anything to the contrary herein contained, the parties
hereby acknowledge that Area A is currently vacant. Therefore, Landlord shall
have no obligation to give Tenant an Advice with respect to Area A until Area A
has been leased to a third party, and thereafter, Landlord determines that the
then existing tenant of Area A will not extend or renew the term of its lease
for Area A. Tenant may lease such Offering Space in its entirety only, under
such terms, by delivering written notice of exercise to Landlord ("Notice of
Exercise") within five (5) days after the date of the Advice, except that Tenant
shall have no such Right of First Offer and Landlord need not provide Tenant
with an Advice, if:

      1. Tenant is in default beyond any applicable cure periods under the Lease
      at the time Landlord would otherwise deliver the Advice; or

      2. the Premises, or any portion thereof, is sublet at the time Landlord
      would otherwise deliver the Advice; or

      3. the Lease has been assigned prior to the date Landlord would otherwise
      deliver the Advice; or

      4. Tenant is not occupying the Premises on the date Landlord would
      otherwise deliver the Advice; or

      5. such Offering Space is not intended for the exclusive use of Tenant
      during the Lease Term; or

      6. the existing tenant in such Offering Space is interested in extending
      or renewing its lease for such Offering Space or entering into a new lease
      for such Offering Space.

      B. 1. The term for such Offering Space shall commence upon the
commencement date stated in the Advice and thereupon such Offering Space shall
be considered a part of the premises, provided that all of the terms stated in
the Advice shall govern Tenant's leasing of such Offering Space and only to the
extent that they do not conflict with the Advice, the terms and conditions of
this Lease shall apply to such Offering Space.

            2. Tenant shall pay Base Rental and Additional Base Rental for the
Offering Space in accordance with the terms and conditions of the Advice, which
terms and conditions shall reflect the prevailing market rate for such Offering
Space as determined in Landlord's reasonable judgment.

            3. Such Offering Space (including improvements and personalty, if
any) shall be accepted by Tenant in its condition and as-built configuration
existing on the earlier of the date Tenant takes possession of such Offering
Space or as of the date the term for such Offering Space commences, unless the
Advice specifies any work to be performed by Landlord in such Offering Space, in
which case Landlord shall perform such work in such Offering Space.

      C. The rights of Tenant hereunder with respect to such Offering Space
shall terminate on the earlier to occur of: (i) Tenant's failure to exercise its
Right of First Offer


                                      -50-
<PAGE>

within the five (5) day period provided in Paragraph A above, and (ii) the date
Landlord would have provided Tenant an Advice if Tenant had not been in
violation of one or more of the conditions set forth in Paragraph A above.
However, Tenant shall have rights from time to time thereafter throughout the
term of the Lease, until Tenant's right to lease any Offering Space has lapsed,
with respect to other Offering Space.

      D. Notwithstanding anything to the contrary herein contained, the rights
of Tenant under this Paragraph 2 shall terminate on the date one (1) year prior
to the Termination Date of the original term of the Lease (i.e., Landlord shall
have no obligation to give Tenant an Advice with respect to any Offering Space
from and after the date one (1) year prior to the Termination Date of the
initial term of the Lease).

      E. 1. If Tenant exercises its Right of First Offer, Landlord shall prepare
an amendment (the "Offering Amendment") adding the Offering Space to the
premises on the terms set forth in the Advice and reflecting the changes in the
Basic Rent, Total Rentable Area of the Premises, Tenant's Proportionate Shares
and other appropriate terms.

            2. A copy of the Offering Amendment shall be (i) sent to Tenant
within a reasonable time after receipt of the Notice of Exercise executed by
Tenant, and (ii) executed by Tenant and returned to Landlord within ten (10)
days thereafter (provided that such Offering Amendment does, indeed, reflect the
terms set forth in the Advice or otherwise agreed between the parties).

3. PARKING

      A. During the term of the Lease, the Landlord will make available two (2)
monthly parking passes for use in the garage ("Garage") in the Building and one
(1) monthly parking pass for use in a garage owned by an affiliate of Landlord
known as the 150 Federal Street Garage. If, for any reason, Tenant shall fail
timely to pay the charge for said parking passes, or if, for any reason, Tenant
shall cease to use any of such parking passes, Tenant shall have no further
right to such parking pass under this Paragraph 3. Said parking passes will be
on an unassigned, non-reserved basis.

      B. Tenant shall pay Landlord (or at Landlord's option, the Operator) Rent
for each non-reserved parking space in the Garage and for the one (1)
non-reserved space in the 150 Federal Street Garage at the initial rate of Three
Hundred Twenty and 00/100 ($320.00) Dollars per space per month, plus any
applicable tax imposed thereon. Such monthly rate shall be subject to increase
from time to time to reflect the then current prevailing rates in the Garage and
150 Federal Street Garage, as such rates may vary from time to time.

      C. Landlord shall not be responsible for money, jewelry, automobiles or
other personal property lost in or stolen from the Garage or the 150 Federal
Street Garage regardless of whether such loss or theft occurs when the Garage or
the 150 Federal Street Garage or other areas therein are locked or otherwise
secured against entry. Except as caused by the negligence or willful misconduct
of Landlord, Landlord shall not be liable for any loss, injury or damage to
persons using the Garage or the 150 Federal Street Garage or automobiles or
other property therein, it being agreed that, to the fullest extent permitted by
law, the use of the Garage and the 150 Federal Street Garage shall be at the
sole risk of Tenant and its employees.

      D. Landlord shall have the right from time to time to promulgate
reasonable rules and regulations regarding the Garage and Landlord's affiliate
shall have the right from time to time to promulgate reasonable rules and
regulations regarding the 150 Federal Street Garage, the parking spaces and the
use thereof, including, but not limited to, rules and regulations controlling
the flow of traffic to and from various parking areas, the angle and direction
of parking and the like. Tenant shall comply with and cause its


                                      -51-
<PAGE>

employees to comply with all such rules and regulations as well as all
reasonable additions and amendments thereto.

      E. Tenant shall not store or permit its employees to store any automobiles
in the Garage or the 150 Federal Street Garage without the prior written consent
of Landlord or Landlord's affiliate, as the case may be, which consent shall not
be unreasonably conditioned, withheld or delayed in emergency circumstances.
Except for emergency repairs, Tenant and its employees shall not perform any
work on any automobiles while located in the Garage or the 150 Federal Street
Garage or on the Property. If it is necessary for Tenant or its employees to
leave an automobile in the Garage or in the 150 Federal Street Garage overnight,
Tenant shall provide Landlord or Landlord's affiliate, as the case may be, with
prior notice thereof designating the license plate number and model of such
automobile.

      F. Landlord or Landlord's affiliate, as the case may be, shall have the
right to temporarily close the Garage and the 150 Federal Street Garage or
certain areas therein in order to perform necessary repairs, maintenance and
improvements to the Garage and the 150 Federal Street Garage.

      G. Tenant shall have no right to sublet, assign, or otherwise transfer
said parking passes. Landlord shall have the right to terminate Tenant's parking
rights with respect to any parking spaces that Tenant desires to sublet or
assign in violation of the foregoing sentence.

      IN WITNESS WHEREOF, Landlord and Tenant have executed this exhibit as of
the day and year first above written.

WITNESS/ATTEST:                         LANDLORD:

SARAH L. WILLIS                         BEAMETFED, INC., a Maryland corporation


/s/ Sarah L. Willis                     By: /s/ Christopher P. Mundy
-----------------------------------        -------------------------------------
Name (print):                              Name:  CHRISTOPHER P. MUNDY
                                           Title: SENIOR VICE PRESIDENT

WITNESS/ATTEST:                         TENANT:

Steven J. Machov, Sec.                  MERRILL CORPORATION, a Minnesota
                                        corporation                     


RICK ATTERBURY                          By: /s/ Rick Atterbury V.P.
-----------------------------------        -------------------------------------
Name (print):                             (Name)      (Title)
                                          Hereunto Duly Authorized


                                      -52-