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                                                                   EXHIBIT 10.19


                              STANDARD INDUSTRIAL

                                LEASE AGREEMENT

                                 By and Between

                              BSRT LEXINGTON TRUST

                                  as Landlord

                                      and

                         D&K HEALTHCARE RESOURCES, INC.

                                   as Tenant

                                      DATE
                                  May 18, 1999


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                                     INDEX


1. TERMS AND DEFINITIONS ...............................           2

2. CONDITION OF PREMISES ...............................           3

3. TERM ................................................           3

4. RENT ................................................           4

5. COMMON AREAS ........................................           7

6. USE OF PREMISES .....................................           7

7. RULES AND REGULATIONS ...............................           8

8. COMPLIANCE WITH LAWS ................................           8

9. HAZARDOUS MATERIALS .................................           9

10. ALTERATIONS ........................................          11

11. MAINTENANCE AND REPAIRS ............................          12

12. RIGHT OF ENTRY .....................................          13

13. UTILITIES ..........................................          13

14. ASSIGNMENT AND SUBLETTING ..........................          13

15. TENANT'S INSURANCE .................................          13

16. INDEMNIFICATION ....................................          14

17. WAIVER OF SUBROGATION ..............................          14

18. DAMAGE OR DESTRUCTION ..............................          15

19. CONDEMNATION .......................................          15

20. DEFAULT AND REMEDIES: BANKRUPTCY ...................          16

21. INTEREST ON PAST DUE AMOUNTS .......................          20

22. SECURITY DEPOSIT ...................................          20

23. DEFAULT BY LANDLORD ................................          20

24. LEGAL PROCEEDINGS ..................................          20

25. NOTICES ............................................          20

26. QUIET POSSESSION ...................................          21

27. SUBORDINATION AND ATTORNMENT .......................          21

28. ESTOPPEL CERTIFICATES ..............................          22



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29. LANDLORD'S LIABILITY ...............................          22

30. BROKERAGE ..........................................          23

31. SURRENDER OF PREMISES ..............................          23

32. HOLDOVER ...........................................          23

33. SEVERABILITY .......................................          23

34. INTERPRETATION .....................................          23

35. INCORPORATION OF PRIOR AGREEMENTS; MODIFICATIONS ...          24

36. WAIVERS ............................................          24

37. NO RECORDATION .....................................          24

38. BINDING EFFECT; CHOICE OF LAW ......................          24

39. CORPORATE AUTHORITY; PARTNERSHIP AUTHORITY .........          24

40. JOINT AND SEVERAL LIABILITY ........................          24

41. FORCE MAJEURE ......................................          24

42. EXECUTION OF LEASE .................................          25

43. COVENANTS AND CONDITIONS ...........................          25

44. SUBMISSION OF LEASE ................................          25

45. FINANCIAL STATEMENTS ...............................          25

46. RIGHT OF FIRST REFUSAL .............................          25

47. OPTION TO RENEW ....................................          25




                              EXHIBITS AND ADDENDA


Exhibit A - Drawing of Project Showing Location of Premises


Exhibit Al - Parking


Exhibit B - Work Letter


Exhibit C - Rules and Regulations


Exhibit D - Signage Requirements


Representations and Warranty


(Intentionally Deleted)

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                                LEASE AGREEMENT

          THIS LEASE AGREEMENT is made and entered into this 25th day of May,
1999, by and between BSRT LEXINGTON TRUST ("Landlord") and D&K HEALTHCARE
RESOURCES, INC. ("Tenant").




          WITNESSETH:

          In consideration of the terms and conditions set forth herein,
Landlord and Tenant agree as follows:



     1.   TERMS AND DEFINITIONS. As used in this Lease, the following terms
shall have the following meanings:

          A.   LANDLORD.           BSRT Lexington Trust
                                   150 S. Wacker Drive
                                   Suite 2900
                                   Chicago, IL 60606


          B.   TENANT.             D&K Healthcare Resources, Inc.
                                   2040 Creative Drive
                                   Suite 300
                                   Lexington, KY 40505

          C.   TENANT'S DESIGN COMPLETION DATE.  August 31, 1999

          D.   COMMENCEMENT DATE.  September 1, 1999

          E.   BUILDING. Lexington Business Center, Lexington, KY. A five (5)
 building complex containing approximately 307,953 RENTABLE square feet of
 building area.

          F.   BUILDING ADDRESS.   2040 Creative Drive, Suite 300
                                   Lexington, KY 40505

          G.   PREMISES.           49,105 Rentable Square Feet


          H.   SUITE NUMBER.       300
               FLOOR NUMBER.       First


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          I.   PERMITTED USE. Tenant shall be permitted to use the Premises for
the operation of a drug wholesale business and related uses and any other lawful
purpose.

          J.   ANNUAL BASIC RENT.       09/01/99 - 10/31/99     $      0.00
                                        11/01/99 - 10/31/04     $191,509.50
                                        11/01/04 - 10/31/07     $196,420.00
                                        11/01/07 - 10/31/09     $203,785.75


          K.   MONTHLY BASIC RENT       09/01/99 - 10/31/99     $      0.00
               INSTALLMENT.             11/01/99 - 10/31/04     $ 15,959.13
                                        11/01/04 - 10/31/07     $ 16,368.33
                                        11/01/07 - 10/31/09     $ 16,982.15
          L.   SECURITY DEPOSIT. N/A

          M.   COMPREHENSIVE GENERAL LIABILITY INSURANCE REQUIRED. $1,000,000.00
per occurrence.

          N.   TENANT'S PROPORTIONATE SHARE. (49,105/157,400 s.f.) 31.20%
                                             Building (49,105/307,953 s.f.)
                                             15.95% Project

          0.   LEASEHOLD IMPROVEMENTS. Exhibit A-1

          P.   PARKING CHARGES. N/A

          Q.   RENTABLE AREA. The gross area within the inside surface of the
outer glass of the exterior walls of the Premises, to the mid-point of any walls
separating portions of the Premises from those of adjacent tenants and to the
Common Areas or Service Areas side of walls separating the Premises from Common
Areas and Service Areas, subject to the following.

               [1] Rentable Area shall not include any Service Areas.

               [21 Rentable Area shall include any columns and/or projections(s)
which protrude into the Premises and/or the Common Areas.

          R.   TERM. The term shall commence on September 1, 1999 and terminate
at 11:59 p.m. October 31, 2009.

          S.   BROKERS.       Coleman Group Property Services
                              Haymaker Company

          T.   COMMON AREAS. Common Areas shall mean all areas within LEXINGTON
BUSINESS CENTER IN LEXINGTON, KENTUCKY (the ("project") which are available for
the common use of tenants of the project and which are not part of the Premises
of other tenants.


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          1.5  DEMISE OF PREMISES. Landlord hereby leases to Tenant and Tenant
hereby leases from Landlord for the term, at the rent, and upon all of the
conditions contained herein, certain Premises (the "Premises") located in the
LEXINGTON BUSINESS CENTER in Lexington, Kentucky (the "Project"). The Premises,
containing approximately 49,105 square feet, is known as Building F, (the
"Building"), Space 300, (Detailed on Exhibit A) and its location within the
Project is as shown on the drawing attached hereto as Exhibit A.

          2.   CONDITION OF PREMISES. Tenant accepts the Premises in its "as is"
condition, with the exception of the scope of work as provided in Exhibit B
contained herein as part hereof, as of the execution of this Lease, subject to
all recorded matters, laws, ordinances, and governmental regulations and orders.
Tenant acknowledges that neither Landlord nor any agent of Landlord has made any
representation as to the condition of the Premises or the suitability of the
Premises for Tenant's intended use.

          3.   TERM.

               3.1  TERM. The term (the "Term") of this Lease shall be for a
period of Ten (10) years and two (2) months commencing September 1, 1999 (the
"Commencement Date") and expiring October 31, 2009 (the "Expiration Date"),
unless sooner terminated pursuant to any provision hereof.

               3.2  DELAY IN OCCUPANCY. If Landlord cannot deliver possession of
the Premises to Tenant on the Commencement Date THROUGH NO FAULT OR DELAY BY
LANDLORD, Landlord shall not be subject to any liability therefor, nor shall
such failure affect the validity of this Lease or the obligations of Tenant
hereunder, except that the Commencement Date shall be delayed until possession
of the Premises is delivered to Tenant and the Term shall be extended for a
period equal to the delay in the delivery of the Premises, plus the number of
days necessary to end the term on the last day of a month. If Landlord fails to
deliver possession of the Premises to Tenant within thirty (30) days of the
Commencement Date specified in Section 3.1 above, through no fault or delay on
the part of Tenant, Tenant may cancel this Lease by written notice to Landlord
within twenty (20) days of the expiration of such thirty (30) day period, in
which event this Lease and the obligations of the parties hereunder shall be
terminated. If Tenant fails to give such notice within such twenty (20) day
period, Tenant's right to cancel this Lease shall expire and the Term shall
commence upon delivery of possession of the Premises to Tenant. In the event of
any delay hereunder, Landlord and Tenant shall execute and deliver an amendment
hereto setting forth the revised Commencement and Expiration Dates.

               3.3  EARLY OCCUPANCY. If Tenant occupies the Premises prior to
the Commencement Date, such occupancy shall be upon all of the terms and
conditions contained herein but shall not advance the Expiration Date.

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          4.   RENT.

               4.1  BASE RENT. Tenant shall pay to Landlord as base rent (the
"Base Rent") see Section 1 J/K in equal monthly installments throughout the term
of the Lease as provided in Section 1 K.

               4.2  ADDITIONAL RENT. All charges due and payable by Tenant other
than Base Rent are herein called "Additional Rent." The term "Rent" shall mean
Base Rent and Additional Rent.

               4.3  TIME AND MANNER OF PAYMENT. Payments of Rent are to be made
to BSRT LEXINGTON TRUST, care of Coleman Group Property Services, Dept. 77-6544.
Chicago, IL 60678-6544 or as Landlord shall hereafter designate. Rent shall be
due and payable in advance on the first (1st) day of each month, without
offset, deduction or demand, except That Any Partial Month Rent shall be
prorated. The burden of proof of full payment shall be upon Tenant. Upon any
termination of this Lease not resulting from Tenant's default, and after Tenant
has vacated the Premises as required herein, an equitable adjustment shall be
made as to all payments made by or due from Tenant.

               4.4  LATE CHARGES. Tenant's failure to pay Rent promptly may
cause Landlord to incur unanticipated costs. The amount of such costs are
difficult to ascertain, and therefore on any Rent payment not made within ten
(10) days after NOTICE TO TENANT THAT it is due, THEN Tenant shall pay Landlord
a late charge equal to fifteen percent (15%) of the overdue amount. The parties
agree that such late charge represents a fair and reasonable estimate of the
costs Landlord will incur by reason of such late payment.

               4.5  PROPORTIONATE SHARE. Tenant's "Proportionate Share" as used
in this Lease shall be obtained by multiplying the expense in question by a
fraction, the numerator of which shall be the square footage area of the
Premises and the denominator of which shall be the rentable square footage area
of the Building. If a particular expense is incurred or charged to more than one
building in the Project rather than solely to the Building, then, for the
purposes of calculating Tenant's Proportionate Share with respect the Building,
such multi-building expense shall be allocated to Building by multiplying the
expense in question by a fraction, the numerator of which shall be the rentable
square footage of the Building and the denominator of which shall be the
rentable square footage area of the buildings for which the expense was incurred
or otherwise allocated to, with the resulting number being used to calculate
Tenant's Proportionate Share as to the Premises. NOTWITHSTANDING ANYTHING IN
THIS LEASE TO THE CONTRARY, TENANT'S PROPORTIONATE SHARE OF COMMON EXPENSES AND
REAL PROPERTY TAXES AND INSURANCE RELATING TO TAXES, INSURANCE AND COMMON AREA
MAINTENANCE SHALL NOT EXCEED THE FOLLOWING AMOUNTS PER SQUARE FOOT DURING THE
TERM OF THIS LEASE:  YR.  1: $.50 P.S.F.
                                                        YR.  2: $.51 P.S.F.
                                                        YR.  3: $.52 P.S.F.
                                                        YR.  4: $.53 P.S.F.
                                                        YR.  5: $.54 P.S.F.





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                                   YR.  6: $.55 P.S.F.
                                   YR.  7: $.56 P.S.F.
                                   YR.  8: $.57 P.S.F.
                                   YR.  9: $.58 P.S.F.
                                   YR. 10: $.59 P.S.F.

          1st. OPTION TERM:        YR. 11: $.60 P.S.F.
                                   YR. 12: $.61 P.S.F.
                                   YR. 13: $.62 P.S.F.
                                   YR. 14: $.63 P.S.F.
                                   YR. 15: $.64 P.S.F.


          2nd OPTION TERM:         YR. 16: $.65 P.S.F.
                                   YR. 17: $.66 P.S.F.
                                   YR. 18: $.67 P.S.F.
                                   YR. 19: $.68 P.S.F.
                                   YR. 20: $.69 P.S.F.

          4.6  REAL PROPERTY TAXES. Tenant shall pay annually its Proportionate
Share of annual Real Property Taxes (see Section 4.5) ACCRUING DURING HE TERM
OF THIS LEASE. Such payment shall be based on the most current notices of
assessment concerning the Building. If Tenant has overpaid or underpaid the
actual amount due, the excess shall be credited against or added to Tenant's
next payment due. A tax bill submitted by Landlord to Tenant shall be conclusive
evidence of the amount of Real Property Taxes, as well as the items taxed. "Real
Property Taxes" shall mean: (i) any fee, license fee, license tax, business
license fee, commercial rental tax, levy, charge, assessment, government charge
or tax imposed by any taxing authority against the Building or land upon which
the Building is located; (ii) any tax on the Landlord's right to receive, or the
receipt of, rent or income from the Building or against Landlord's business of
leasing the Building; (iii) any tax, or charge, or assessment, or any assessment
for repayment of bonds for fire protection, streets, sidewalks, road
maintenance, refuse or other services provided to the Building by any
governmental agency; (iv) any charge or fee replacing any tax previously
included within the definition of real property tax; and (v) any costs incurred
by Landlord in contesting such Real Property Taxes, whether successful or not.
Real Property Taxes does not, however, include Landlord's federal or state
income, franchise, inheritance or estate taxes. Tenant shall pay when due all
taxes charged against trade fixtures, furnishings, equipment or any other
personal property belonging to Tenant.

          4.7  COMMON EXPENSES. Tenant shall pay monthly its Proportionate Share
of annual Common Expenses ACCRUING DURING THE TERM OF THIS LEASE (as hereinafter
defined) in such amount as Landlord may reasonably estimate (see Section 4.5).
DURING THE FIRST YEAR AND after each calendar year, Landlord shall deliver to
Tenant a statement setting forth, in reasonable detail, the actual Common
Expenses paid or incurred by Landlord during the preceding calendar year and
Tenant's Proportionate Share thereof. If the amount paid by Tenant for Common
Expenses exceeds or is less than Tenant's Proportionate Share as shown by the
statement, the excess shall be credited against or the amount underpaid shall be
added to
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Tenant's next payment due under this Section. In this Lease, "Common Expenses"
shall mean all costs incurred by Landlord in repairing, maintaining and
operating the Building and the Common Areas (other than (i) expenses recoverable
under Sections 4.6 above and (ii) expenses incurred by Landlord in satisfying
its obligations under Section 11.1 below). Common Expenses shall include, but
are not limited to, the following: gardening and landscaping; electrical, gas,
water and sewer service, maintenance, and repair of the facilities providing the
same, to the extent not separately metered to tenants of the Building;
maintenance, repair and replacement of signs; maintenance and repairs of the
exterior heating and air conditioning, (including service contracts, and
preventative maintenance contracts providing for the regular inspection and
maintenance of the heating and air conditioning systems by a licensed HVAC
contractor), premiums for liability, property damage, fire and other types of
casualty insurance on the Common Areas and worker's compensation insurance; cost
of repairs that extend the life of the building and costs of capital
improvements to the extend necessary to comply with applicable governmental
rules and regulations; all real property taxes and assessments levied on or
attributable to the Common Areas and all improvements thereon; all personal
property taxes and assessments levied on or attributable to the Common Areas and
all improvements thereon; all personal property taxes levied on or attributable
to personal property used in connection with the Common Areas, the Building or
the Project; capital expenses which reduce any component cost of expenses (such
cost to be reasonably amortized by Landlord and expenses to include only the
cost as so amortized by Landlord during the calendar year for which such
computation is made); rental or lease payments paid by Landlord for rented or
leased personal property used in the operation or maintenance of the Common
Areas or the Building; fees for required licenses and permits; repairing,
replacing, resurfacing, repaving, maintaining, painting, lighting, cleaning,
refuse removal, security and similar items; reserves for roof replacement and
exterior painting and other appropriate reserves; and a reasonable management
fee. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE FOLLOWING ITEMS SHALL
BE EXCLUDED FROM CAM.

                        A.   ALL ITEMS OF CAPITAL NATURE, EXCEPT COST-SAVING
                             CAPITAL EXPENDITURES TO THE EXTENT COSTS ARE
                             ACTUALLY SAVED, SUCH AS: PARKING LOT RESURFACING
                             AND ROOF REPLACEMENT; PROVIDED, WITH REGARD TO SUCH
                             ALLOWED CAPITAL EXPENDITURES, SUCH EXPENDITURES
                             SHALL BE AMORTIZED OVER THE USEFUL LIFE OF THE
                             IMPROVEMENT, AND LANDLORD MAY ONLY INCLUDE AS A
                             COMMON AREA EXPENSE THAT ANNUAL AMORTIZING AMOUNT;

                        B.   COSTS ASSOCIATED WITH OTHER TENANTS IN THE BUILDING
                             AND COSTS OF NEGOTIATING LEASES;

                        C.   COSTS OF LANDLORD'S EMPLOYEES, EXCEPT TO THE EXTENT
                             WORK PERFORMED BY SUCH EMPLOYEES IS DIRECTLY
                             RELATED TO THE BUILDING.

                        D.   ANY ITEM CHARGED TO TENANT ELSEWHERE IN THE LEASE
                             OR TO OTHER TENANTS IN THE BUILDING;

                        E.   THE COSTS OF ACQUIRING ADDITIONAL LAND,
                             CONSTRUCTION OF ADDITIONAL STRUCTURES OR
                             IMPROVEMENTS OR OTHER EXPANSION OR UPGRADES TO THE
                             BUILDING;

                        F.   THE COST OF EARTHQUAKE INSURANCE; OR

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                        G.   CHARGES FOR ANY ITEM FOR WHICH LANDLORD HAS
                             ESTABLISHED A RESERVE UNTIL SUCH RESERVE HAS BEEN
                             DEPLETED.

              5.   COMMON AREAS.

                   5.1 COMMON AREAS. In this Lease, "Common Areas" shall mean
all areas within the Project which are available for the common use of tenants
of the Project and which are not part of the Premises or the Premises of other
tenants. Landlord may from time to time change the size, location, nature and
use of any of the Common Areas. Tenant acknowledges that such activities may
result in occasional inconvenience and such activities and changes shall be
expressly permitted if they do not materially affect Tenant's use of the
Property. LANDLORD SHALL USE GOOD FAITH EFFORTS NOT TO DISTURB OR OTHERWISE
INTERFERE WITH TENANT'S USE OF THE PREMISES.

                   5.2 USE OF COMMON AREAS. Tenant shall have the nonexclusive
right (in common with all others to whom Landlord has granted or may grant such
rights) to use the Common Areas for the purposes intended, subject to such
reasonable rules and regulations as Landlord may establish from time to time.
Tenant shall abide by such rules and regulations and shall use its best effort
to cause others who use the Common Areas with Tenant's expressed or implied
permission to abide by Landlord's rules and regulations. Tenant shall not, at
any time, interfere with the rights of Landlord, other tenants, or any other
person entitled to use the Common Areas.

                   5.3 VEHICLE PARKING. Tenant shall be entitled to use the
vehicle parking spaces in the Project ON A NONEXCLUSIVE BASIS WITH OTHER TENANTS
OF THE PROJECT without paying any additional Rent. Temporary parking of large
delivery vehicles in the Project may be permitted by the rules and regulations
established by Landlord. Vehicles shall be parked only in striped parking spaces
and not in driveways, loading areas or other locations not specifically
designated for parking.

                   5.4 COMMON AREA MAINTENANCE. Landlord shall maintain the
Common Areas in good order, condition and repair. Landlord's cost of such
maintenance, repair and replacement shall be included as a Common Expense which
is subject to proportionate reimbursement as provided in Section 4.7 above.

              6.   USE OF PREMISES. Tenant shall use and occupy the Premises
throughout the full Term for the purpose of operation of a drug wholesale
business and related uses and any other lawful purpose. Tenant shall use and
occupy the Premises only for the permitted use, and for no other business or
purpose without the prior written consent of the Landlord. Tenant shall not
KNOWINGLY use or occupy the Premises in violation of the law or of the
certificate of use and occupancy issued for the Building, and shall immediately
discontinue any use of the Premises which is declared by any governmental
authority having jurisdiction to be a violation of law, code or regulation or
of said certificate of


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use and occupancy UNLESS TENANT IN GOOD FAITH CONTESTING SUCH DECLARATION AND
PURSUANT TO APPLICABLE LAW MAY CONTINUE SUCH USE WHILE THE MATTER IS BEING
CONTESTED. Tenant shall comply with any direction of any governmental authority
having jurisdiction which shall, by reason of the nature of Tenant's use or
occupancy of the Premises, impose any duty upon Tenant or Landlord with respect
with the Premises or with respect to the use or occupation thereof Tenant shall
not do or permit to be done anything which will invalidate or increase the cost
of any fire, extended coverage or any other insurance policy covering the
Building and/or property located therein and shall comply with all rules,
orders, regulations and requirements of the Fire Department or Fire Marshall or
any other person or organization performing a similar function. Tenant shall
promptly upon demand reimburse Landlord as additional Rent for any additional
premium charged for any such policy by reason of Tenant's failure to comply with
of this paragraph 6. Tenant shall not do or permit anything to be done in or
about the Premises which will in any way MATERIALLY obstruct or MATERIALLY
interfere with rights of other Tenants or occupants of the Building, or injure
or annoy them, or use or allow the Premises to be used for any improper,
immoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain or
permit any nuisance in, on or about the Premises. Tenant shall not commit or
suffer to be committed any waste in or upon the Premises and shall keep the
Premises in first class repair and appearance PROVIDED TENANT IS RESPONSIBLE FOR
ANY NEEDED REPAIRS PURSUANT TO THE TERMS OF THIS LEASE.

              7.   RULES AND REGULATIONS. Tenant shall faithfully observe and
comply with the rules and regulations attached to this Lease as Exhibit C as
well as all modifications thereof and additions thereto as are from time to time
MAY BE REASONABLY promulgated by Landlord (the "Rules and Regulations") PROVIDED
TENANT IS GIVEN ADEQUATE NOTICE OF ANY SUCH MODIFICATION OR ADDITION.

              8.   COMPLIANCE WITH LAWS. Tenant covenants and agrees that it
will observe and comply with all laws, orders, rules and regulations of any
governmental authority relating to Tenant's use and occupancy of the Premises,
and will not permit the Premises to be used for illegal purposes nor permit any
nuisance to be created or maintained thereon.

              9.   HAZARDOUS MATERIALS.

              (1)  Tenant agrees that Tenant, its agents contractors, licensees
or invitees shall not handle, manufacture, store or dispose of any flammables,
explosives, radioactive materials, hazardous wastes or materials, toxic wastes
or materials, or other similar substances, petroleum products or derivatives
(collectively "Hazardous Materials") on, under, or about the Premises, without
Landlord's prior written consent (which consent shall not be unreasonably
withheld as long as Tenant demonstrates and documents to Landlord's reasonable
satisfaction (i) that such Hazardous Materials (A) are necessary or useful to
Tenant's business; and (B) will be used AND, kept in or about the Premises; and
(ii) that Tenant will give all required notices concerning the presence in or on
the Premises or the release of such Hazardous Materials from the Premises)
provided that Tenant may handle, store, use of dispose of products containing
small quantities of Hazardous Materials, which products are of a type
customarily found in offices and households (such as aerosol cans containing
insecticides, toner for copies, paints, paint remover, and the like and provided
further that Tenant shall handle, store, use and dispose of any such Hazardous


<PAGE>   12

Materials in a safe and lawful manner and shall not allow such Hazardous
Materials to contaminate the Premises or the environment. NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, TENANT IN CONNECTION WITH ITS BUSINESS
OPERATIONS, MAY HANDLE, STORE OR USE PRODUCTS WHICH MAY BE CONSIDERED HAZARDOUS
MATERIAL SUCH AS RUBBING ALCOHOL OR OTHER PRODUCTS RELATED TO DRUG WHOLESALE
DISTRIBUTION ON THE PREMISES.

              (2)    Tenant further agrees that Tenant will not permit any
substance KNOWN TO TENANT WHICH IS suspected of causing cancer or reproductive
toxicity to come into contact with groundwater under the Premises. Any such
substance coming into contact with groundwater shall be considered a Hazardous
Material for purposes of this Paragraph 9.

              (3)(i) Notwithstanding the provisions hereinabove Tenant covenants
to comply with the use restrictions shown on the attached Hazardous Materials
Exhibit. Tenant's business and operations, and more especially its handling,
storage, use and disposal of Hazardous Materials shall at all times comply with
all applicable laws pertaining to Hazardous Materials. Tenant shall secure and
abide by all permits necessary for Tenant's operations on the Premises. Tenant
shall give or post all notices required by all applicable laws pertaining to
Hazardous Materials. If Tenant shall at any time fail to comply with this
Paragraph 9, Tenant shall immediately notify Landlord in writing of such
noncompliance.

              (ii)   Tenant shall provide Landlord with copies of any Material
Safety Data Sheets (as required by the Occupational Safety and Health Act)
relating to any Hazardous Materials to be used, kept, or stored at or on the
Premises, at least thirty (30) days prior to the first use, placement, or
storage of such Hazardous material on the Premises. Landlord shall have ten (10)
days following delivery of such Material Safety Data Sheets to approve or
forbid, in its sole discretion subject to the limitation contained in Paragraph
(9) above, such use, placement, or storage of a Hazardous Material on the
Premises.

              (iii)  SUBJECT TO PARAGRAPH 9(1) ABOVE Tenant shall not store any
hazardous waste on the Premises for more than 90 days; "hazardous waste" having
the meaning given it by the Resource Conservation and Recovery Act of 1976, as
amended. Tenant shall not install any underground or above ground storage tanks
on the Premises. Tenant shall not dispose of any Hazardous Material in the
Premises without the prior written consent of Landlord.

              (iv)   Any increase in the premiums for necessary insurance on the
Building which arises from Tenant's use or storage of Hazardous Materials shall
be solely at Tenant's expense. Tenant shall procure and maintain at its sole
expense such additional insurance as may be necessary to Comply with any
requirement of any Federal, State or local governmental agency relating to
Tenant's use, storage or disposal of Hazardous Material in or from the
Premises.

              (4)    If Landlord, in its sole discretion, believes that the
Premises or the environment have become contaminated with Hazardous Materials
that must be removed under the laws of the state where the Premises is located,
in breach of the provisions of this Lease, Landlord, in addition to its other
rights under this Lease, may AFTER NOTICE TO TENANT (EXCEPT IN


<PAGE>   13

EMERGENCIES) enter upon the Premises and obtain samples from the Premises,
including without limitation the soil and groundwater under the Premises, for
the purposes of analyzing the same to determine whether and to what extent the
Premises or the environment have become so contaminated. Tenant shall reimburse
Landlord for the costs of any inspection, sampling and analysis that discloses
contamination for which Tenant is liable under the terms of this Lease. Tenant
may not perform any sampling, testing, or drilling to locate any Hazardous
Materials on the Premises without Landlord's prior written consent.

              (5) Without limiting the above, Tenant shall, reimburse, defend,
indemnify and hold Landlord harmless from and against any and all claims,
losses, liabilities, damages, costs and expenses, including without limitation,
loss of rental income, loss due to business interruption, and attorneys fees and
costs, arising out of or in any way connected with the use, manufacture,
storage, or disposal of Hazardous Materials by Tenant, its agents or contractors
on, under or about the Premises including, without limitation, the costs of any
required or necessary investigation, repair, cleanup, or detoxification and the
preparation of any closure or other required plans in connection therewith,
whether voluntary or compelled by governmental authority. The indemnity
obligations of Tenant herein contained shall survive any termination of this
Lease. At Landlord's option, Tenant shall perform any required or necessary
investigation, repair, cleanup or detoxification of the Premises CAUSED BY
TENANT'S USE, STORAGE, RELEASE OR DISPOSAL OF HAZARDOUS MATERIALS. In such case,
Landlord shall have the right, in its sole discretion, to approve all plans,
consultants, and cleanup standards. Tenant shall provide Landlord on a timely
basis with (i) copies of all documents, reports, and communications with
governmental authorities; and (ii) notice and an opportunity to attend all
meetings with regulatory authorities. Tenant shall comply with all notice
requirements and Landlord and Tenant agree to cooperate with governmental
authorities seeking access to the Premises for purposes of sampling or
inspection. No disturbance of Tenant's use of the Premises resulting from
activities conducted pursuant to this paragraph shall constitute an actual or
constructive eviction of Tenant from the Premises.

              (6) Notwithstanding anything set forth in this Lease, Tenant shall
only be responsible for contamination of Hazardous Materials or any cleanup
resulting directly therefrom, resulting directly from matters occurring or
Hazardous Materials deposited BY TENANT (other than by contractors, agents or
representatives controlled by Landlord) during the Term,


<PAGE>   14


and any other period of time during which Tenant is in actual or constructive
occupancy of the Premises. Tenant AND LANDLORD shall take reasonable precautions
to prevent the contamination of the Premises with Hazardous Materials by third
parties.

              (7) It shall not be unreasonable for Landlord to withhold its
consent to any proposed assignment or sublease if (i) the proposed assignee's or
sublessee's anticipated use of the Premises involves the generation, storage
use, treatment or disposal of Hazardous Materials; (ii) the proposed assignee or
sublessee has been required by any prior landlord, lender, or governmental
authority to take remedial action in connection with Hazardous Materials
contaminating a property if the contamination resulted from such assignee's or
sublessee's actions or use of the property in question; or (iii) the proposed
assignee or sublessee is subject to an enforcement order issued by any
governmental authority in connection with the use, disposal or storage of a
Hazardous Material.

              (8) Any of Tenant's insurance insuring against claims of the type
dealt with herein shall be considered primary coverage for claims against the
Building arising out of or under this Paragraph 9.

              (9) In the event of (i) any transfer of Tenant's interest under
this Lease, or (ii) the termination of this Lease, by lapse of time or
otherwise, Tenant shall be solely responsible for compliance with any and all
then effective federal, state or local laws concerning (i) the physical
condition of the Premises, or (if) the presence of Hazardous or toxic Materials
in or on the Premises (for example, the New Jersey Environmental Cleanup
Responsibility Act, the Illinois Responsible Property Transfer Act or similar
applicable state laws), including but not limited to any reporting or filing
requirements imposed by such laws.

              10. ALTERATIONS. Tenant shall make no alterations, additions,
replacements or improvements to the Premises without the express written consent
of Landlord, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
Landlord may require Tenant to provide demolition and/or lien and completion
bonds in form and amount satisfactory to Landlord. Tenant shall promptly remove
any alterations, additions, or improvements constructed in violation of this
Paragraph 10 upon Landlord's written request. All alterations, additions, and
improvements will be accomplished in a good and workmanlike manner, in
conformity with all applicable laws and regulations, by a contractor approved by
Landlord WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED. Tenant
agrees that should it make any alterations, additions, replacements or
improvements to the Premises, it will not be acting as agent or servant of
Landlord in making any alterations and shall pay when due all claims for labor
and material furnished to the Premises. Tenant shall give Landlord at least ten
(10) days' prior written notice of the commencement of any work on the Premises.
Landlord may elect to record and post notices of non-responsibility on the
Premises.


<PAGE>   15

              11.  MAINTENANCE AND REPAIRS.

                   11.1 LANDLORD'S OBLIGATIONS. Except for any repairs
occasioned by the act or omission of Tenant, Tenant's agents, employees,
contractors, licensees or invitees, which repairs shall be the responsibility of
Tenant, Landlord shall maintain in good repair the roof, foundations and
structural walls of the Premises, not including doors and windows AND THE
PARKING LOT AND COMMON AREAS OF THE BUILDING AND PROJECT. Landlord shall not be
obligated to make any repairs until notified in writing by Tenant, and Landlord
shall then have a reasonable period of time to make such repairs. Landlord shall
not be liable for any damage or loss occasioned by Landlord's failure to repair
the Premises unless it shall have failed to make such repair within a reasonable
time following written notice from Tenant of the need for such repair. TENANT,
UPON SIMULTANEOUS WRITTEN NOTICE TO LANDLORD, MAY MAKE EMERGENCY REPAIRS, BUT
ONLY TO THE EXTENT NECESSARY TO ALLEVIATE THE EMERGENCY, AND MAY OFFSET THE COST
OF SUCH REPAIRS AGAINST RENT PAYMENTS.

                  11.2 TENANT'S OBLIGATIONS. Tenant shall at its own expense
keep and maintain in good order, condition and repair the entire Premises, other
than those portions for which Landlord shall be responsible as set out above,
including, without limitation, interior walls, floors, ceiling, electrical.
Maintenance and repairs of all improvements made by Tenant shall be the sole
responsibility of Tenant. Tenant shall keep the Premises and alongside of and in
the vicinity of same in a good, clean, and sanitary condition and appearance.
TENANT, AT ITS SOLE COST AND EXPENSE SHALL ENTER INTO A MAINTENANCE CONTRACT
RELATING TO THE REPAIR AND MAINTENANCE OF EXISTING HVAC EQUIPMENT THROUGHOUT THE
TERM AND EXTENSION OF LEASE AGREEMENT. THE FOLLOWING OUTLINES LANDLORD AND
TENANT UNDERSTANDING OF HVAC EXPENSES DURING THE INITIAL TERM OF THE LEASE.

                   1.   DURING THE FIRST YEAR OF THE LEASE, LANDLORD, AT ITS
                        COST, SHALL BE RESPONSIBLE FOR ANY REPAIRS OR
                        REPLACEMENT TO HVAC EQUIPMENT NOT COVERED BY THE
                        MAINTENANCE CONTRACT.

                   2.   DURING YEARS 2-10 OF INITIAL LEASE TERM TENANT SHALL BE
                        RESPONSIBLE FOR FIRST $2,000.00 OF REPAIRS NOT COVERED
                        BY MAINTENANCE AGREEMENT AND LANDLORD SHALL BE
                        RESPONSIBLE FOR ALL EXPENSES ABOVE $2,000.00 THAT ARE
                        NOT COVERED BY THE MAINTENANCE AGREEMENT.

                   If Tenant fails to maintain and repair the Premises AS
PROVIDED IN THIS PARAGRAPH 11, Landlord may, on ten (10) days' prior notice
(except that no notice shall be required in case of emergency) enter the
Premises and perform such repair and maintenance on behalf of Tenant. In such
case, Tenant shall reimburse Landlord for all costs so incurred immediately upon
demand.

<PAGE>   16

              12. RIGHT OF ENTRY. Landlord, and its agents or other
representatives, shall have the right to enter into and upon the Premises or any
part thereof at all reasonable times for the purpose of examining the same, AND
AFTER REASONABLE NOTICE TO TENANT (EXCEPT IN EMERGENCIES) to make repairs or
alterations, or showing the Premises to prospective purchasers of the Building.
LANDLORD SHALL USE ITS BEST EFFORTS NOT TO DISTURB OR INTERFERE WITH TENANT'S
USE OF THE PREMISES WHILE LANDLORD PERFORMS ANY SUCH REPAIRS OR ALTERATIONS.
Tenant agrees at any time within six (6) calendar months before the expiration
of this Lease to allow Landlord to enter upon the Premises TO EXHIBIT IT TO
PROSPECTIVE TENANTS and will permit all persons authorized by Landlord to view
said Premises at reasonable times.

              13. UTILITIES. All heat, electric current, gas, garbage, or
utility charges of any nature used on the Premises shall be paid for by Tenant.
Landlord shall not be liable to Tenant for interruption in or curtailment of any
utility service, nor shall any such interruption or curtailment constitute a
constructive eviction or grounds for rental abatement in whole or in part.

              14. ASSIGNMENT AND SUBLETTING. No portion of the Premises or of
Tenant's interest in this Lease may be acquired by any other person or entity,
whether by assignment, mortgage, sublease, transfer, operation of law, or act of
Tenant or any change in controlling interest of Tenant, without Landlord's prior
written consent, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
Any attempted transfer without consent shall be void and shall constitute a
breach of this Lease. No transfer permitted hereunder shall release Tenant or
change Tenant's primary liability to pay the Rent. Landlord's acceptance of Rent
from any other person is not a waiver of any provision of this Lease. Consent to
one transfer is not a consent to any subsequent transfer. If Tenant's transferee
defaults under this Lease, Landlord may proceed directly against Tenant without
pursuing remedies against the transferee. EXCEPT AS SET FORTH BELOW, IN THE
EVENT OF ANY SUBLET OR ASSIGNMENT, ANY PROFIT SHALL BE SPLIT EQUALLY BETWEEN
LANDLORD AND TENANT. TENANT SHALL HAVE THE RIGHT, WITHOUT LANDLORD'S CONSENT, TO
ENTER INTO AN ASSIGNMENT OR SUBLEASE WITH: (I) TENANT'S PARENT CORPORATION; (II)
ANY SUBSIDIARY CORPORATION OF TENANT OR TENANT'S PARENT CORPORATION; OR (III)
ANY AFFILIATED ENTITY IN WHICH TENANT, TENANT'S PARENT CORPORATION OR ANY
SUBSIDIARY OF EITHER HOLDS A MAJORITY OF THE OUTSTANDING SHARES OF OWNERSHIP
INTERESTS. NONE OF THESE EXEMPT TRANSFERS SHALL OBLIGATE TENANT TO SHARE WITH
LANDLORD ANY CONSIDERATION PAID IN CONNECTION THEREWITH. REGARDLESS OF ANY
TRANSFER, TENANT SHALL IN ALL INSTANCES REMAIN LIABLE UNDER THE LEASE.

              15.  TENANT'S INSURANCE. Tenant agrees to provide comprehensive
public liability insurance with an insurance company REASONABLY satisfactory to
Landlord, naming Landlord as an additional insured, in amounts not less than
$500,000 per person and $1,000,000 per accident, and $500,000 for damage to
property. Tenant shall deliver to Landlord a copy of such policy of insurance
prior to the Commencement Date and a copy of any renewal policy at least ten
(10) days prior to the expiration date of any existing policy. Such policies
shall specifically provide that they shall not be cancelable or subject to
reduction of coverage except after thirty (30) days' prior written notice to
Lessor.

<PAGE>   17

              16.  INDEMNIFICATION. Landlord shall indemnify Tenant against and
hold Tenant harmless from any and all cost, claims or liability arising from any
breach or default in the performance of Landlord obligations under the Lease OR
ANY MATERIAL MISREPRESENTATION OR MATERIAL BREACH OF WARRANTY BY LANDLORD UNDER
THIS LEASE; Tenant shall indemnify Landlord against and hold Landlord harmless
from any and all costs, claims or liability arising from: (a) Tenant's use of
the Premises; (b) the conduct of Tenant's business or anything else done or
permitted by Tenant to be done in or about the Premises; (c) any breach or
default in the performance of Tenant's obligations under this Lease; or (d) any
misrepresentation or breach of warranty by Tenant under this Lease. Tenant shall
defend Landlord against any such costs, claims or liabilities at Tenant's
expense with counsel reasonably acceptable to Landlord or, at Landlord's
election, Tenant shall reimburse Landlord for any legal fees or costs incurred
by Landlord in connection with any such claim. As a material part of the
consideration to Landlord, EXCEPT AS PROVIDED FOR IN THIS PARAGRAPH 16 Tenant
hereby assumes all risk of damage to property or injury to persons in or about
the Premises arising from any cause, and Tenant hereby waives all claims in
respect thereof against Landlord, except for any claim arising out of Landlord's
gross negligence or willful misconduct.

              17.  WAIVER OF SUBROGATION. Landlord and Tenant agree, provided
that such agreement does not invalidate or prejudice any policy of insurance,
that, in the event the Premises or the fixtures, leasehold improvements,
furniture, equipment's, or merchandise therein, are damaged or destroyed by fire
or other casualty which is covered by insurance of either the Landlord or the
Tenant, the rights of either party, if any, against the other, or against the
employees, agents, or licensees of any party with respect to such damage or
destruction and with respect to any loss resulting therefrom, including the
interruption of the business of any party, are hereby waived to the extent of
the coverage of said insurance. Landlord and Tenant agree further that all
policies of fire, extended coverage, business interruption, all risk or other
insurance covering the Premises, or the contents, fixtures, equipment and
improvements thereon, shall, if obtainable, contain a clause or endorsement
providing in substance that the insurance shall not be prejudiced by virtue of
this waiver. Any additional premiums on account thereof shall be paid by the
party benefited.

                    17.1 LIENS. Tenant shall not permit any lien or claims for
lien including without limitation, any mechanic, laborer or supplier lien to be
filed against the Building or any part thereof arising out of work performed or
alleged to have been performed by, at the direction of or on behalf of Tenant.
If any such lien or claim for lien is filed, Tenant shall within thirty (30)
days after such filing either have such lien or claim for lien released of
record or MAY CONTEST SUCH LIEN AND IN SUCH CASES shall deliver to Landlord a
bond or other security in form, content, amount, and issued by a company
satisfactory to Landlord, indemnifying Landlord, and others designated by
Landlord against all costs and liabilities resulting from such lien or claim for
lien released or to deliver such bond to Landlord. If Tenant fails to delete
contest any lien, Landlord, without investigating the validity of such lien, may
pay or discharge the same and Tenant shall reimburse Landlord upon demand for
the amount so paid by Landlord including Landlord's expense and attorney's fees.

<PAGE>   18

              18.   DAMAGE OR DESTRUCTION.

                    18.1 Partial Damage to Premises. Tenant shall notify
Landlord in writing immediately upon the occurrence of any damage to the
Premises. If the damage can be completely repaired within ninety (90) days from
the date of such damage and the cost of such repairs do not exceed fifty percent
of the value of the Premises, Landlord shall repair the damage as soon as
reasonably possible. If the damage cannot be repaired within 90 days of the date
of such damages or the cost of such repairs exceeds 50% of the value of the
premises this Lease SHALL TERMINATE as of the date the damage occurred. Landlord
shall notify Tenant within thirty (30) days after receipt of notice of the
occurrence of the damage, whether Landlord elects to repair the damage or
terminate the Lease. If the damage to the Premises occurs during the last six
(6) months of the Lease Term, and if such damage or destruction is not the
result of the act or omission of Tenant, Landlord or Tenant may elect to
terminate this Lease.

                    18.2 TOTAL OR SUBSTANTIAL DESTRUCTION. If the Premises is
totally or substantially destroyed by any cause whatsoever, or if the Premises
is in a building which is substantially destroyed (even though the Premises is
not totally or substantially destroyed), this Lease shall terminate as of the
date the destruction occurred. However, if the Premises can be rebuilt within
one hundred and twenty (120) days after the date of destruction, Landlord may
elect to rebuild the Premises at Landlord's own expense, in which case, this
Lease shall remain in full force and effect. Landlord shall notify Tenant of
such election within thirty (30) days after the occurrence of total or
substantial destruction.

                    18.3 TEMPORARY REDUCTION OF RENT. If the Premises is totally
or substantially destroyed, or if the Premises is damaged through no fault of
Tenant, and the Premises is repaired pursuant to the provisions of this
PARAGRAPH 18, Rent payable during the period of such damage, repair and/or
restoration shall be reduced according to the degree, if any, to which Tenant's
use of the Premises is impaired. Tenant shall not be entitled to any other
compensation, reduction, or reimbursement from Landlord as a result of any
damage, destruction, repair, or restoration of or to the Premises.

              19.   Condemnation. If all or any portion of the Premises is taken
through eminent domain or sold under threat of such taking (all of which are
called "Condemnation"), this Lease shall terminate as to the part taken or sold
on the date the condemning authority takes title or possession, whichever occurs
first. Any Condemnation award or payment shall be distributed in the following
order: (a) first, to any ground lessor, mortgagee or beneficiary under a deed of
trust encumbering the Premises for the amount of its interest in the Premises;
(b) second, to Landlord for reduction in the value of the leasehold, the taking
of the fee, or otherwise; (c) third, to tenant for
<PAGE>   19
reimbursement of unamortized tenant improvements, trade fixtures and moving
expense caused by such condemnation.

         20.  DEFAULT AND REMEDIES AND BANKRUPTCY.

              A. If Tenant shall default in the payment of any installment of
Rent or in the payment of any other sum required to be paid by Tenant under this
Lease and such default shall continue for ten (10) days after payment thereof is
due, or if Tenant shall default in the observance or performance of any of the
other covenants or conditions in this Lease to be performed by Tenant and such
default shall continue for thirty (30) days after written notice to Tenant
(provided, however, that if Tenant shall default with respect to such payments
or observances or performances more than twice in any six (6) month period
within the Term, then no notice of any further default with respect to such
matters within such period shall be required hereunder), or if a default
involves a hazardous condition or an event which in Landlord's judgment is
materially detrimental to the Building and within the control of Tenant, and is
not cured by Tenant immediately upon written notice to Tenant, or if the
interest of Tenant in this Lease shall be levied upon under execution or other
legal process, or if any voluntary petition in bankruptcy or for corporate
reorganization or any similar relief shall be filed by Tenant, or if any
involuntary petition in bankruptcy shall be filed against Tenant under any
federal or state bankruptcy or insolvency act and shall not have been dismissed
within sixty (60) days following the filing thereof, or if a receiver shall be
appointed for Tenant or any of the property of Tenant by any court and such
receiver shall not be dismissed within sixty (60) days from the date of
appointment, or if Tenant shall make an assignment for the benefit of creditors,
or if Tenant shall admit in writing its inability to meet its debts as they
mature, or if Tenant shall abandon the Premises, then Landlord may treat the
occurrence of any one or more of the foregoing events as a breach of this Lease
and thereupon at its option may, without notice or demand of any kind to Tenant
or any other person, exercise one or more of the following described remedies,
in addition to all other rights and remedies provided at law or in equity:

              (i) Landlord may terminate this Lease, in which event Landlord may
    immediately repossess the Premises and be entitled to recover, in addition
    to any other sums or damages for which Tenant may be liable to Landlord, as
    damages, an amount, if any, equal to the Rent which would have been payable
    during any period of rent-free occupancy provided to Tenant by this Lease,
    the cost of all leasing commissions paid by Landlord in connection with this
    Lease, the cost of all leasing commissions paid by Landlord in connection
    with this Lease, the cost to Landlord of the initial leasehold improvements
    to the Premises, and all other amounts paid to or on behalf of Tenant in
    connection with Tenant's entry into this Lease and occupancy of the Premises
    (including without limitation any moving cost allowance, payments on
    lease(s) assumed by Landlord, payment for preparation of floor plans and the
    like), including Landlord's interest expense thereon, together with a sum of
    money equal to the excess of the Rent provided to be paid by Tenant for the
    balance of the Term over the fair market rental value of the Premises, after
    deduction of all anticipated expenses of reletting for said period. Should
    the fair market rental value of the Premises after deduction of all
    anticipated expenses of reletting for the balance of the

<PAGE>   20

then existing Term exceed the Rent to be paid by Tenant for the balance of the
Term, Landlord shall have no obligation to pay to Tenant the excess or any part
thereof or to credit such excess or any part thereof against any other sums or
damages for which Tenant may be liable to Landlord.

   (ii) Landlord may terminate Tenant's right of possession and may repossess
the Premises by forcible entry or unlawful detainer suit by taking peaceful
possession or otherwise without terminating this Lease, in which event Landlord
may, but shall be under no obligation to, relet the same for the account of
Tenant; for such rent and upon such terms as shall be satisfactory to Landlord.
For the purpose of such reletting, Landlord is authorized to decorate, repair,
remodel or alter the Premises. If Landlord shall fail to relet the Premises,
Tenant shall pay to Landlord a sum equal to the amount of the Rent for the
balance of the Term. If the Premises are relet and a sufficient sum shall not be
realized from such reletting after payment of the costs and expenses of all
decoration, repairs, remodeling, alterations and additions and the expenses of
such reletting (including broker's fees) to satisfy the Rent provided for in
this Lease and the amounts recoverable by Landlord from Tenant pursuant to
subparagraph (i) of this paragraph, Tenant shall satisfy and pay the same upon
demand therefor from time to time. Landlord may file suit to recover any sums
falling due from time to time and no suit or recovery of any portion due
Landlord hereunder shall be any defense to any subsequent action brought for any
amount not previously reduced to judgment in favor of Landlord. No waiver of any
default by Tenant shall be implied from any omission by Landlord to take any
action on account of said default if such default persists or shall be repeated,
and no express waiver shall affect any default other than the default specified
in the express waiver and then only for the time and to the extent therein
stated. No failure of Landlord to exercise any power given Landlord hereunder or
to insist upon strict compliance with any obligation hereunder and no custom or
practice of the parties at variance with the terms hereof shall constitute a
waiver of Landlord's right to demand exact compliance with the terms hereof. The
provisions of this Paragraph 20 shall survive any termination of this Lease.

B. The following shall be events of bankruptcy ("Events of Bankruptcy") under
this Lease:

        [1] Tenant's becoming insolvent, as that term is defined under the
Bankruptcy Code, or under the insolvency laws of any state, district,
commonwealth or territory of the United States (the "Insolvency Laws");

        [2] The appointment of a receiver or custodian for any material part of
Tenant's property or assets, or the institution of a foreclosure action upon any
material part of Tenant's real or personal property;

        [3] The filing of a voluntary petition under the provisions of the
Bankruptcy Code or Insolvency Laws;

        [4] The filing of an involuntary petition against Tenant as the subject
debtor under the Bankruptcy Code or Insolvency Laws, which either [a] is not
dismissed within

<PAGE>   21

    sixty (60) thirty (30) days of filing, or [b] results in the issuance of an
    order for relief against the debtor; or

              [51 Tenant's making or consenting to an assignment for the benefit
    of creditors or a common law composition of creditors.

         C. Upon the occurrence of an Event of Bankruptcy, Landlord shall have
all rights and remedies available to Landlord pursuant to Subparagraph 20.A
hereof; provided that, while a case under the Bankruptcy Code is pending in
which Tenant is the subject debtor and only for so long as Tenant or its Trustee
in Bankruptcy hereinafter referred to as "Trustee") is in compliance with the
provisions of Subparagraphs D, E and F below, Landlord shall not exercise its
rights and remedies pursuant to Subparagraph 20.A hereof.

         D. If Tenant becomes the subject debtor in a case pending under the
Bankruptcy Code, Landlord's right to terminate this Lease pursuant to
Subparagraph 20.C above shall be subject to the rights of Trustee to assume or
assign this Lease. Trustee shall not have the right to assume or assign this
Lease unless Trustee promptly [i] cures all defaults under this Lease, [ii]
compensates Landlord for monetary damages incurred as a result of such defaults,
and [iii] provides "adequate assurance of future performance" on the part of the
Tenant as debtor in possession or on the part of the assignee tenant.

         E. Landlord and Tenant hereby agree in advance that "adequate assurance
of future performance," as used in Subparagraph D above, shall mean that all of
the following minimum criteria must be met:

              [1] Trustee must agree that Tenant's business shall be conducted
    in a appropriate manner, and that no liquidating sales, auctions, or other
    inappropriate business operations shall be conducted on the Premises;

              (2] Trustee must agree that the use of the Premises as stated in
    this Lease will remain unchanged and that no prohibited use shall be
    permitted;

              [3] Trustee must agree that the assumption or assignment of this
    Lease will not violate or affect the rights of any sublessees of space in
    the Premises;

              [4] Trustee must pay to Landlord at the time the next monthly
    installment of Rent is due under this Lease, in addition to such Monthly
    Basic Rent Installment of Rent, an amount equal to the Monthly Basic Rent
    Installments due under this Lease for the next three (3) months, said amount
    to be held by Landlord in escrow until either Trustee or Tenant defaults in
    its payment of Rent or other obligations under this Lease (whereupon
    Landlord shall have the right to draw on such escrowed funds to pay all or
    any portion of unpaid sums due under this Lease) or until the expiration of
    this Lease (whereupon the funds shall be returned to Trustee or Tenant); and



<PAGE>   22

            [5] Tenant or Trustee must agree to pay to Landlord promptly at
    any time Landlord is authorized to and does' draw on the escrow account the
    amount necessary to restore such escrow account to the original level
    required by Subparagraph [4] of this Subparagraph E.

         F. In the event Tenant is unable to [i] cure its defaults, [ii]
promptly reimburse the Landlord for its monetary damages, [iii] pay the Rent and
all other payments required of Tenant under this Lease on time (or within ten
(10) days of the due date, or [iv] meet the criteria and obligations imposed by
Subparagraph 20.E above, Tenant agrees in advance that it has not met its burden
to provide "adequate assurance of future performance," and this Lease may be
terminated by Landlord in accordance with Subparagraphs 20.A and 20.C above.

         G. Any property, furniture or fixtures belonging to Tenant which
Landlord may store shall be stored at Tenant's expense and at Tenant's sole risk
and Landlord shall not be held responsible for any breakage or damage occasioned
by such storing. If this Lease is terminated at the election of Landlord, as
aforesaid, or in any other way, Tenant shall, without demand, surrender and
deliver up said Premises and property peaceably to Landlord immediately upon
such termination, and if Tenant shall remain in possession of the Premises, or
any part thereof, one day after the termination of this Lease in any of the ways
above named, Tenant shall be deemed guilty of forcible detainer of the Premises
under the statutes of the State of Kentucky and shall be subject to all the
conditions and provisions above named and to eviction and removal forcibly or
otherwise with or without process of law as above stated. Any property,
furniture or fixtures belonging to Tenant which Landlord may store shall be
stored at Tenant's expense and at Tenant's sole risk and Landlord shall not be
held responsible for any breakage or damage occasioned by such storing after the
commencement of a suit, or after final judgment, for possession of said
Premises, Landlord may receive and collect any Rent due from Tenant, and the
payment of said Rent shall not waive or affect said suit or said judgment. All
rights of Landlord in the event of default herein enumerated shall be in
addition to and without prejudice to any remedy or remedies which Landlord may
have at law or in equity for nonpayment of rent or for breaches of the covenants
and agreements hereof.



<PAGE>   23


         H.  All rights, options and remedies of Landlord contained in this
Lease shall be construed and held to be cumulative, and not one of them shall be
exclusive of the other, and Landlord shall have the right to pursue any one or
all of such remedies or any other remedy or relief which may be provided by law,
whether or not stated in this Lease. No waiver of any default of Tenant
hereunder shall be implied from any acceptance by Landlord of any Rent or other
payments due hereunder or any omission by Landlord to take any action on account
of default if such default persists or is repeated, and no express waiver shall
affect defaults other than as specified in said waiver. The consent or approval
of Landlord to or of any act by Tenant requiring Landlord's consent or approval
shall not be deemed to waive or render unnecessary Landlord's consent or
approval to or of any subsequent similar acts by Tenant.

         I.  Landlord shall in no event be in default in the performance of any
of its obligations in this Lease Agreement unless and until Landlord shall have
failed to perform such obligation within thirty (30) days (or such additional
time as is reasonably required to correct any such default provided Landlord
continuously is acting in good faith to cure such default and such default is
capable of being cured) after notice by Tenant to Landlord in writing and
pursuant to the terms of this Lease concerning notice specifying wherein
Landlord has failed to perform any such obligation.

         21. INTEREST ON PAST DUE AMOUNTS. Any amount owed by Tenant to Landlord
which is not paid when due shall bear interest at the rate of  ten percent (10%)
per annum from the due date of such amount, in addition to any late charges due
under this Lease. If the interest rate specified in this Lease is higher than
the rate permitted by law, the interest rate is hereby decreased to the maximum
legal interest rate permitted by law.

         22. SECURITY DEPOSIT. Upon the execution of this Lease, Tenant shall
deposit with Landlord a Security Deposit in the amount of $ 0.00.

         23. DEFAULT BY LANDLORD. Tenant shall give written notice of any
failure by Landlord to perform any of its obligations under this Lease to
Landlord. Landlord shall not be in default under this Lease unless Landlord
fails to cure such non-performance within thirty (30) days after receipt of
Tenant's notice. However, if such non-performance reasonably requires more than
thirty (30) days to cure, Landlord shall not be in default if such cure is
commenced within such thirty (30) day period and thereafter diligently pursued
to completion.

         24. LEGAL PROCEEDINGS. Should this Lease or the parties' obligations
hereunder be the subject of litigation between Landlord and Tenant, it is
expressly agreed that the prevailing party will have its reasonable legal fees,
costs and expenses reimbursed by the other party.

         25. NOTICES. All notices required or permitted under this Lease shall
be in writing and shall be personally delivered or sent by certified or
registered mail, return receipt requested, or sent by Federal Express or other
recognized delivery service. Notices shall be




                                       20
<PAGE>   24

effective upon delivery or attempted delivery in accordance with this Section.
Notices to Landlord and Tenant shall be addressed as follows:

              Tenant

              To the Premises and to:

              D&K Healthcare Resources, Inc.
              8000 Maryland Avenue, Suite 920
              St. Louis, MO 63105
              Attn: Leonard R. Benjamin, Esq.

              Landlord

              BSRT LEXINGTON TRUST.
              c/o Banyan Strategic Realty Trust
              Attention. General Counsel
              150 South Wacker Drive
              Suite 2900
              Chicago, Illinois 60606

              with a copy to:

              Coleman Group Property Services
              300 West Vine Street
              Lexington, KY 40507
              Attn: Robert L. Cole

Either party may change its notice address upon written notice to the other
party.

         26.  QUIET POSSESSION. Upon paying the Rent and observing and
performing all of the covenants, conditions and provisions on Tenant's part to
be observed and performed hereunder, Tenant shall have quiet possession of the
Premises for the entire Term, subject to all of the provisions of this Lease.

         27.  SUBORDINATION AND ATTORNMENT.

              27.1 SUBORDINATION. Landlord shall have the right to subordinate
this Lease to any ground lease, deed of trust or mortgage encumbering the
Premises, any advances made on the security thereof and any renewals,
modifications, consolidations, replacements or extensions thereof, whenever made
or recorded. However, Tenant's right to quiet possession of the Premises during
the Term shall not be disturbed if Tenant pays the Rent and performs all of
Tenant's obligations under this Lease and is not otherwise in default. If any
ground lessor, beneficiary or mortgagee elects to have this Lease prior to the
lien of its ground lease, deed of



                                       21

<PAGE>   25

trust or mortgage and gives written notice thereof to Tenant, this Lease shall
be deemed prior to such ground lease, deed of trust or mortgage whether this
Lease is dated prior or subsequent to the date of said ground lease, deed of
trust or mortgage or date of recording thereof.

              27.2 ATTORNMENT. If Landlord's interest in the Premises is
acquired by any ground lessor, beneficiary under a deed of trust, mortgagee, or
purchaser at a foreclosure sale, Tenant shall attorn to the transferee of or
successor to Landlord's interest in the Premises and recognize such transferee
or successor as Landlord under this Lease provided such party obtaining
Landlord's interest in the Premises recognizes Tenant's interest under this
Lease and agrees not to disturb the same. Tenant waives the protection of any
statute or rule of law which gives or purports to give Tenant any right to
terminate this Lease or surrender possession of the Premises upon the transfer
of Landlord's interest.

              27.3 SIGNING OF DOCUMENTS. Provided the provisions of
Subparagraphs 27.1 and/or 27.2 are met, Tenant shall sign and deliver any
instrument or documents necessary or appropriate to evidence any such attornment
or subordination or agreement to do so. Such subordination and attornment
documents may contain such provisions as are customarily required by any ground
lessor, beneficiary under a deed of trust or mortgagee. If Tenant fails to do so
within ten (10) days after written request, Tenant hereby makes, constitutes and
irrevocably appoints Landlord, or any transferee or successor of Landlord, the
attorney-in-fact of Tenant to execute and deliver any such instrument or
document.

              27.4 MORTGAGEE PROTECTION. Tenant agrees to give any mortgagees
and/or trust deed holders, by registered mail, a copy of any notice of default
served upon Landlord, provided that prior to such notice Tenant has been
notified, in writing (by way of Notice of Assignment of Rents and Leases, or
otherwise), of the address of such mortgagees and/or trust deed holders. Tenant
further agrees that if Landlord shall have failed to cure such default within
the term provided for in this Lease, then the mortgagees and/or trust deed
holders shall have an additional thirty (30) days within which to cure such
default or, if such default cannot be cured within that time, then such
additional time as may be necessary, if within such thirty (30) days any
mortgagee and/or trust deed holder has commenced and is diligently pursuing the
remedies necessary to cure such default (including, but not limited to,
commencement of foreclosure proceedings, if necessary to effect such cure), in
which event this Lease shall not be terminated while such remedies are being so
diligently pursued.

              27.5 ASSIGNMENT OR SALE BY LANDLORD. In the event Landlord shall
assign this Lease or sell or convey the Building, the same shall operate to
release Landlord from any future liability for any of the covenants or
conditions, express or implied, herein contained in favor of Tenant, and in such
event Tenant agrees to look solely to the successor in interest of Landlord in
and to this Lease.

         28.  ESTOPPEL CERTIFICATES. Within ten (10) business days after
Landlord's written request, Tenant shall deliver, executed in recordable form a
declaration to any person designated by Landlord: [a] ratifying this Lease; [b]
stating the commencement and termination dates; and [c] certifying [i] that this
Lease is in full force and effect and has not been assigned,




                                       22
<PAGE>   26


modified, supplemented or amended (except by such writings as shall be stated),
[ii] that all conditions under this Lease to be performed by Landlord have
been satisfied (stating exceptions, if any), [iii] that no defenses, credits or
offsets against the enforcement of this Lease by Landlord exist (or stating
those claimed): [iv] as to advance Rent, if any, paid by Tenant, [v] the date
to which Rent has been paid, [vi] as to amount of security deposited with
Landlord, and such other information as Landlord reasonably requires. Persons
receiving such statements shall be entitled to rely upon them.

         29. LANDLORD'S LIABILITY. The obligations of the Landlord under this
Lease do not constitute personal obligations of Landlord or the individual
partners, joint ventures, directors, officers, shareholders or beneficial owners
of the Landlord, and Tenant shall look solely to the Building and to no other
assets of the Landlord for satisfaction of any liability in respect to this
Lease. Tenant will not seek recourse against Landlord or such individuals or
entities or such other assets for such satisfaction. As used in this Lease, the
term "Landlord" means only the current owner or owners of the fee title to the
Premises or the leasehold estate under a ground lease of the Premises at the
time in question. Any Landlord who transfers its title or interest is relieved
of all liability with respect to the obligations of Landlord under this Lease to
be performed on or after the date of transfer. However, each Landlord shall
deliver to its transferee, by actual transfer or appropriate credits, all funds
previously paid by Tenant if such funds have not yet been applied under the
terms of this Lease.

         30. BROKERAGE. This Lease has been negotiated through the agency of
Coleman Group Property Services and Haymaker Company ("Broker"), and Tenant and
Landlord warrant and represents to the other that no other broker was involved
with the leasing of the Premises or the negotiation of this Lease or is entitled
to any commission in connection herewith. Landlord shall be solely responsible
for any commission or fee or other compensation payable to Broker arising from
this Lease. Tenant and Landlord agrees to indemnify and hold the other harmless
against any other claims (including court costs and attorneys fees) for
commissions by any other broker.

         31. SURRENDER OF PREMISES. Upon termination of the Lease, by expiration
of term, or otherwise, Tenant shall redeliver to Landlord the Premises broom
clean and in good order and condition, ordinary wear and tear excepted. In
addition, Landlord may require Tenant to remove any alterations, additions or
improvements (whether or not made with Landlord's consent) prior to the
termination of the Lease and to restore the Premises to its prior condition, all
at Tenant's expense. If Landlord shall require such removal, Landlord shall
provide notice to Tenant no later than ninety (90) days prior to the end of the
Lease term. All alterations, additions and improvements which Landlord has not
required Tenant to remove and which Tenant has not removed shall become
Landlord's property and shall be surrendered to Landlord upon the termination of
the Lease. Tenant shall remain liable for holdover rent until the Premises shall
be returned in such order to Landlord.

         32. HOLDOVER. Tenant shall vacate the Premises upon the expiration or
earlier termination of this Lease. Tenant shall reimburse Landlord for and
indemnify Landlord against all damages incurred by Landlord from any delay by
Tenant in vacating the Premises. If Tenant




                                       23
<PAGE>   27


does not vacate the Premises upon the expiration or earlier termination of the
Lease and Landlord thereafter accepts rent from Tenant, Tenant's occupancy of
the Premises shall be a "month-to-month tenancy, subject to all of the terms of
this Lease applicable to a month-to-month tenancy, except that the Base Rent for
such tenancy shall be two hundred percent (200%) of the Base Rent in effect at
the expiration of the Lease.

         33. SEVERABILITY. A determination by a court of competent jurisdiction
that any provision of this Lease or any part thereof is illegal or unenforceable
shall not cancel or invalidate the remainder of such provision or this Lease,
which shall remain in full force and effect.

         34. INTERPRETATION. The captions of the Sections of this Lease are to
assist the parties in reading this Lease and are not a part of the terms or
provisions of this Lease. Whenever required by the contest of this Lease, the
singular shall include the plural and the plural shall include the singular. The
masculine, feminine and neuter genders shall each include the other. In any
provision relating to the conduct, acts or omissions of Tenant, the term
"Tenant" shall include Tenant's agents, employees, contractors, invitees,
successors or others using the Premises with Tenant's expressed or implied
permission.

         35. INCORPORATION OF PRIOR AGREEMENTS; MODIFICATIONS. This Lease is the
only agreement between the parties pertaining to the lease of the Premises and
no other agreements are effective. All amendments to this Lease shall be in
writing and signed by all parties. Any other attempted amendment shall be void.

         36. WAIVERS. All waivers must be in writing and signed by the waiving
party. Landlord's failure to enforce any provision of this Lease or its
acceptance of Rent shall not be a waiver and shall not prevent Landlord from
enforcing that provision or any other provision of this Lease in the future. No
statement on a payment check from Tenant or in a letter accompanying a payment
check shall be binding on Landlord. Landlord may, with or without notice to
Tenant, negotiate such check without being bound to the conditions of such
statement.

         37. NO RECORDATION. Tenant shall not record this Lease without prior
written consent from Landlord. However, either Landlord or Tenant may require
that a "Short Form" memorandum of this Lease executed by both parties be
recorded.

         38. BINDING EFFECT; CHOICE OF LAW. This Lease shall be binding upon any
party who legally acquires any rights or interest in this Lease from Tenant.
However, Landlord shall have no obligation to Tenant's successor unless the
rights or interests of Tenant's successor are acquired in accordance with the
terms of this Lease. The laws of the State of Kentucky shall govern the
validity, performance and enforcement of this Lease.

         39. CORPORATE AUTHORITY; PARTNERSHIP AUTHORITY. If Tenant is a
corporation, each person signing this Lease on behalf of Tenant represents and
warrants that he has full authority to do so and that this Lease binds the
corporation. If Tenant is a partnership, each person signing this Lease for
Tenant represents and warrants that he is a general partner of





                                       24

<PAGE>   28



the partnership, that he has full authority to sign for the partnership and that
this Lease binds the partnership and all general partners of the partnership.
The withdrawal of a General Partner from the Partnership shall not relieve the
General Partner from liability under this Lease and all general partners added
to the Partnership shall be fully liable for the Partnership's obligations
hereunder. Tenant shall give written notice to Landlord of any general partner's
withdrawal or addition.

         40. JOINT AND SEVERAL LIABILITY. All parties signing this Lease as
Tenant shall be jointly and severally liable for all obligations of Tenant.

         41. FORCE MAJEURE. If EITHER PARTY cannot perform any of its
obligations HEREUNDER (EXCEPT TENANT OBLIGATION TO PAY RENT) due to events
beyond their control, the time provided for performing such obligations shall be
extended by a period of time equal to the duration of such events. Events beyond
a PARTY'S control include, but are not limited to, acts of God, war, civil
commotion, labor disputes, strikes, fire, flood or other casualty, shortages of
labor or material, government regulation or restriction and weather conditions.

         42. EXECUTION OF LEASE. This Lease may be executed in counterparts,
and, when all counterpart documents are executed, the counterparts shall
constitute a single binding instrument.

         43. COVENANTS AND CONDITIONS. Tenant's performance of each of Tenant's
obligations under this Lease is a condition as well as a covenant. Tenant's
right to continue in possession of the Premises is conditioned upon such
performance. Time is of the essence in the performance of all covenants and
conditions.

         44. SUBMISSION OF LEASE. The submission of this Lease to Tenant for
examination does not constitute an offer to lease or a reservation of space. No
agreement between Landlord and Tenant relating to the leasing of the Premises
shall become effective or binding until executed by both parties and received by
Tenant.

         45.

         46. RIGHT OF FIRST REFUSAL. During the initial five (5) year term of
this Lease, and provided that Tenant is not then in default under the terms,
covenants, and of this Lease, Tenant shall have the right of first refusal TO
LEASE any adjoining space occupied by Tenant. Landlord shall notify Tenant in
writing that it is under firm negotiations with a prospective tenant to lease
the demised Premises, or any part thereof, and should Tenant decide to lease
said space, Tenant may do so under the same terms and conditions as prospective
tenant. Tenant must notify Landlord in


                                       25

<PAGE>   29


writing of its desire to lease said additional space within five (5) days after
receiving said notification from Landlord.

         47. OPTION TO RENEW. Provided Tenant is not then in default with
respect to this Lease, and has kept and performed all of its obligations under
this Lease, Tenant shall have the right and option, by giving Landlord written
notice of its intention at least six (6) months before the expiration date of
the initial term and/or 1st option period hereof to extend the time of this
Lease for two (2) additional five (5) year periods from the date of expiration
of this Lease, which notice of exercise of this option shall be given separately
and shall only be effective if in writing and sent to Landlord as provided
herein for the mailing of notices. Such Lease extension shall be upon identical
terms and conditions as set forth in this Lease, except that the rental to be
paid by the Tenant shall be $4.50 per square foot during the first renewal term
and $4.75 per square foot during the second renewal term.

         IN WITNESS WHEREOF, the parties have hereunder executed the lease the
day and year above written.

                                LANDLORD:

                                BSRT LEXINGTON TRUST
                                BY BSRT PORTFOLIO CORP. TRUSTEE

                                By: /s/ Niel S. Hanson
                                   ---------------------------------------------

                                Its: Vice President
                                    --------------------------------------------


                                Date:  5/25/99
                                    --------------------------------------------


                                TENANT:

                                D&K HEALTHCARE RESOURCES, INC.


                                By: /s/ Thomas S. Hilton
                                   ---------------------------------------------

                                Its: Sr. V.P. and CFO
                                    --------------------------------------------

                                Date:  5/21/99
                                     -------------------------------------------



                                       26
<PAGE>   30

                                   EXHIBIT A



SITE PLAN
LEXINGTON BUSINESS CENTER
Lexington, Kentucky


<PAGE>   31


                                  EXHIBIT A-1


                           LEXINGTON BUSINESS CENTER
                                   SITE PLAN







<PAGE>   32

                                    EXHIBIT B

                                 Landlord's Work

Landlord shall contribute up to $300,000.00 towards tenant improvements, said
contribution will be provided to tenant upon completion of said work which is
accompanied by invoice and lien waiver's executed by both contractor and Tenant.
Tenant shall be responsible for any and all expenses over Landlord's
contribution towards tenant improvements.

Landlord shall at Landlord's sole cost and expense construct a demising wall to
the east of Tenant's warehouse space, such wall shall be constructed as follows:

         1. Eight (8") feet up from floor level to be constructed of plywood
            material throughout entire wall.

         2. Starting at eight (8") feet above from floor level up to ceiling or
            beam, such wall shall be constructed of dry wall.

Landlord shall at Landlord's sole cost and expense construct a demising wall in
the openings of the west wall. Such wall shall be of block construction.






                                      B-1

<PAGE>   33

                                   EXHIBIT C

                              Rules and Regulations

THE FOLLOWING RULES AND REGULATIONS ARE PRESCRIBED BY LANDLORD FOR THE GENERAL
SAFETY, SECURITY, AND BENEFIT OF ALL OCCUPANTS OF THE BUILDING. LANDLORD SHALL
AT ALL TIMES HAVE THE RIGHT TO CONTROL AND OPERATE THE PUBLIC PORTIONS OF THE
BUILDING, AS WELL AS FACILITIES FOR COMMON USE OF OCCUPANTS, IN SUCH MANNER AS
LANDLORD DEEMS BEST.

1.       The sidewalks, entrances, passages or stairways, shall not be
         obstructed by Tenant or used for any purpose other than ingress and
         egress to and from the Premises. Equipment, furniture or supplies to be
         delivered to the Premises shall be delivered using passageways
         designated for such purpose by Landlord and only during hours and in a
         manner approved by Landlord.

2.       No awnings, antenna or other projections shall be permitted on the
         outside of the Building and no curtains, blinds, shades, screens or
         lights shall be attached to or hung in, or used in connection with any
         window or door of the Premises, without the prior written approval of
         the Landlord.

3.       No sign, advertisement, notice or other lettering or object shall be
         affixed or exhibited on any part of the outside of the Premises, or on
         the inside thereof so as to be visible from the outside of the
         Building. Signage shall be of a material, size and color and style
         acceptable to Landlord and shall be affixed by Tenant at Tenant's
         expense.

4.       Landlord shall have the right to control and operate the public
         portions of the Building and the public facilities, as well as
         facilities furnished for the common use of the tenants, in such manner
         as it deems best for the benefit of the tenants generally. No tenant
         shall invite to the Premises, or permit the visit of persons in such
         numbers or under such conditions as to interfere with the use and
         enjoyment of the entrances an facilities of the Building by other
         tenants. Tenants shall in no way obstruct the sidewalks, entry
         passages, pedestrian passageways, driveways, entrances and exists; they
         shall use them only as ingress to and egress from their work areas.

5.       No showcases or other articles shall be put in front of or affixed to
         any part of the exterior of the Building, nor placed in the windows or
         vestibules without the prior written consent of Landlord.

6.       Canvassing, soliciting or peddling in the Building is prohibited and
         each tenant shall cooperate to prevent the same.






                                      C-1

<PAGE>   34


7.       Tenant shall not advertise the business, profession or activities of
         Tenant in any manner which violates the letter or spirit of any code of
         ethics adopted by any recognized association or organization pertaining
         thereto or use the name of the building for any purpose other than that
         of the business address of Tenant.


9.       Tenant shall not mark, paint, drill into or in any way deface any part
         of the Premises or the Building including, but not limited to, any
         walls, partitions, doors or window. No boring, cutting or stringing of
         wires shall be permitted, excepts with the prior written consent of the
         Landlord, which consent shall not be unreasonably withheld, and as the
         Landlord may direct.

10.      Tenant shall not permit any unusual or objectionable odors or gases to
         be produced upon or permeate from the Premises.


11.      Tenant shall not make, nor permit its employees, agents or invitees to
         make any unseemly or disturbing noises or vibrations, nor disturb nor
         interfere with occupants of this or neighboring buildings or Premises
         or those having business with them, whether by the use of any musical
         instruments, recording device, radio equipment or in any other way.

12.      Tenant agrees that it shall not willfully do or omit to do any act or
         thing which shall discriminate or segregate upon the basis of race,
         color, sex, creed or national origin in the use and occupancy or in any
         subleasing or subletting in the Premises.


14.      Landlord shall have the right to prohibit any advertising by any tenant
         which, in Landlord's opinion, tends to impair the reputation of the
         Building or its desirability as a building for office and warehouse
         space, and upon written notice from Landlord, Tenant shall refrain from
         or discontinue such advertising. Tenant shall not, in its advertising
         or



                                      C-2

<PAGE>   35


         other publicity, without prior written consent of Landlord, use the
         name of the Building or use pictures or illustrations of the Building.

15.      Tenant shall not carry on or permit to be carried upon said Premises or
         any part thereof any immoral or illegal business, gambling, the selling
         of pools, lotteries or any business that is prohibited by law.

16.      Tenant and its authorized representatives or invitees shall not throw
         cigar or cigarette butts or other substances of litter of any kind in
         or about the Building, except in receptacles placed in it for that
         purpose.

17.      The toilet rooms, toilets, urinals, washbowls, and other apparatus
         available to Tenant shall not be used for any purpose other than that
         for which they were constructed. No foreign substance of any kind
         (including sanitary napkins, etc.), shall be thrown into them, and the
         expense of any breakage, stoppage or damage resulting from the
         violation of this rule shall be paid by the Tenant (or its authorized
         representative or invitee) that has caused it.

18.      Landlord agrees that these rules and regulations shall be enforced
         against all tenants in a nondiscriminatory manner. Tenant shall be
         deemed to have read these rules and to have agreed to abide by them as
         a condition to its occupancy of the Premises.

19.      Landlord reserves the right by written notice to Tenant, to rescind,
         alter or waive any rule or regulation at any time prescribed for the
         Building when, in Landlord's judgment, it is necessary, desirable or
         proper for the best interest of the Building and its tenants.

20.      Tenant shall not use or keep in Premises any kerosene, gasoline or
         inflammable or combustible fluid or material other than those limited
         quantities necessary for the operation or maintenance of office
         equipment. Tenant shall not use or permit to be used in the Premises
         any foul or noxious gas or substance, or permit or allow the Premises
         to be occupied or used in a manner offensive or objectionable to
         Landlord or other occupants of the Building by reason of noise, odors
         or vibrations, nor shall Tenant bring into or keep on or about the
         Premises any birds or animals.

21.      Tenant shall not use any method of heating or air-conditioning other
         than that supplied by the building.

22.      Landlord reserves the right, exercisable without notice and without
         liability to Tenant, to change the name and street address of the
         Building.

23.      Tenant shall not park its vehicles in any parking areas designated by
         Landlord as areas for parking by visitors or handicap to the Building.




                                      C-3


<PAGE>   36

                                   EXHIBIT D

                              Signage Requirements

I.       SCOPE

A.       The provisions of this exhibit shall apply to the display,
         construction, erection alteration, use, location and maintenance of all
         signs within the Lexington Business Center.

B.       All sections, provisions and definitions as defined by the 1983
         Lexington-Fayette Urban County Government sign ordinance, Article 17,
         shall apply to this sign regulatory standard with provisions for the
         Landlord as contained herein.

II.      PERMITS AND FEES

A.       Tenant or Tenant's contractor shall be responsible for all permits and
         fees required for Tenant signage.

B.       No sign shall be displayed, erected, relocated or altered unless and
         until a permit has been issued by the Division of Building and
         Inspection. Application materials shall be as required by the division
         of building Inspection, and shall include, but shall not be limited to
         the following:

         1.   A completed application form.

         2.   Building elevation showing the location of the proposed sign.

         3.   Detailed sign information including type of construction, method
              of mounting and/or erection and other similar information.

         4.   The written approval of the Landlord which shall not be
              unreasonably withheld or delayed. Signage proposal shall be
              submitted to Landlord prior to the division of Building Inspection
              review for concept and compatibility with overall shopping center
              aesthetics.

         5.   A permit fee in the amount determined by the Lexington-Fayette
              Urban County Council.

         6.   The Landlord's judgments and decisions relative to the aesthetic
              compatibility of all proposed signage shall be final.

C.       The Division of Building and Inspection shall have on file, records of
         all issued or formally denied permits and conditions attached to
         approval of such permit request. signs may be erected or constructed
         only in compliance with the approved permit.







                                      D-1
<PAGE>   37


D.       The Division of building Inspection shall enforce sign and permit
         compliance and shall maintain written records of any enforcement
         actions taken.

III.     SIGNAGE CRITERIA

A.       All primary tenant identification shall be located on the Landlord's
         "designated signband" as illustrated on the attached Exhibit C-1.

B.       All signage shall be individual letters with internal illumination or
         back lighting to produce a silhouette.

C.       Tenant signage on the designated sign panel shall not exceed 2/3 of
         the length of the Tenant storefront.

D.       Maximum letter height shall be 24", minimum letter height shall be
         10".

E.       Tenant signage shall be connected to the electric service for the
         Tenant's demised Premises.

F.       All individual letters shall be constructed of black anodized aluminum.

G.       Landlord must review and approve the signage shop drawings prior to
         fabrication and installation. The shop drawings shall indicate letter
         style, letter height, letter color, overall sign length, and location
         relative to the Tenant's demised Premises. Any deviation from the
         approved signage drawing shall be corrected by the tenant or Tenant's
         contractor.

IV.      SIGNAGE LIMITATIONS

A.       No logos, emblems or trademarks shall be permitted.

B.       Temporary (2 weeks or less) window signs shall be permitted. Limited to
         no more than 25% of the total window area.

C.       No light, sign or other advertising device shall be designated or
         erected in such a manner or location as to imitate or resemble any
         official traffic sign, signal or device or use any words, phrases,
         symbols or characters implying the existence of danger, or the need to
         stop or maneuver the vehicle.

D.       Mobile signs, projecting signs, flashing or blinking signs, rotating or
         moving signs, streamers, pennants or similar sings or devices, noise
         emitting signs, odor or visible matter emitting signs for the purpose
         of attracting attention to the sign shall not be permitted.

E.       No roof mounted or roof attached signs will be permitted.

F.       No free standing or under canopy attached signs shall be permitted.



                                      D-2

<PAGE>   38


G.       No "painted copy on plywood" signs shall be permitted.

H.       No remote located or projected illumination of sign shall be permitted.

1.       No electronic message display system signs shall be permitted.

J.       No signs will be permitted at or on the rear of the Premises except
         that a small identification sign showing only the name of the tenant
         may be lettered on the exterior of the delivery door at the rear of
         Tenant's store unit with a maximum two (2) inch letter.

K.       No sign shall be painted on the exterior of the masonry, doors (except
         as permitted in J.), windows, nor any other surface of the Premises.

V.       MAINTENANCE STANDARDS

A.       Every sign shall be maintained in good condition at all times.

B.       All signs which contain painted parts shall be kept neatly painted
         including metal parts which are not galvanized or of rust resistant
         materials.

C.       The Division of Building Inspection shall have the authority to order
         the repair, repainting, alteration, or removal of any sign which
         constitutes a hazard to the health, safety or public welfare or which
         is an eyesore to the community be reason or inadequate maintenance,
         dilapidation or obsolescence.

D.       The Landlord shall have the authority to order the repair, repainting
         and maintenance of signs which are, in the opinion of the Landlord,
         deemed as an eyesore by reason of inadequate maintenance.

E.       Repair of damaged sign panel shall be at the expense of the Tenant.

VI.      LANDLORD RESERVED RIGHTS

A.       The Landlord reserves the right to request verification and
         substantiation of structural compatibility of the signage and or
         attachment devices.



                                      D-3


<PAGE>   39

Representations By Landlord. Landlord represents and warrants to Tenant that:

         (a) Landlord does not have any knowledge of any structural or other
defects in the Improvements on the Promises;

         (b) Landlord has not received from any governmental agency any notice
of, any violations of any environmental laws or regulations, (including, but not
limited to, notifications of violations or deficiencies from the Environmental
Protection Agency or any similar state or local agency) or the Americans with
Disabilities Act, as amended from time to time ("ADA") applicable to the
Premises;

         (c) The Premises is not listed or to the best of Landlord's knowledge
is not proposed for listing on the National Priorities List by the Environmental
Protection Agency or on any such similar list in the State of Kentucky relating
to abandoned or uncontrolled hazardous waste sites, and there have been no
discussions between Landlord or its agents or state or federal officials
concerning the possibility of such listings;

         (d) There has been no unlawful contamination (including any disposal,
discharge, deposit, injection, dumping, leaking, spilling, placing or escaping)
of any hazardous materials, pollutant or contaminant on, in, under or from the
Premises and there is no facility in or on the Premises which is used for the
treatment, storage or disposal of hazardous materials;

         (e) There is no current or threatened action, suit or proceeding
pending against the Landlord or the Premises, arising out of the condition, use
or operation of the Premises in any court or before any federal, state, county
or municipal department, commission, board, bureau or agency or other
governmental instrumentality which effects the Premises or Tenant's intended use
thereof;

         (f) There is currently no action, suit or proceeding pending or, to the
bast of Landlord's knowledge, threatened which would result in a condemnation of
the Premises or any portion thereof or which would affect the access to the
Premises by vehicles or to the utilities presently serving the Premises;

         (g) There are no claims pending or threatened which would result in the
creation of any lien against the Premises or any portion thereof;

         (h) Landlord has no knowledge of any pending changes in zoning of the
Premises or any zoning action affecting access to the Premises from dedicated
roadways or of any citation for violation of any building, fire, health, zoning,
or other governmental requirement which has not been corrected by Landlord;

         (i) No commitments have been made to any governmental authority which
would impose any obligation on Tenant or its successors or assigns to make any
contribution or dedication of money or land to construct or maintain any roads
or other improvements of a public or private nature on or off the Premises;

         (j) Landlord is the sole owner in fee simple of the Premises free and
clear of any liens, security agreements or other encumbrances and Landlord is
fully empowered and authorized to enter into this Lease and consummate the Lease
contemplated hereby. There are no purchase options, contracts for dead,
contracts, or other agreements of any kind affecting any part of the Premises;
and

         (k) No fact or condition exists which would result in the termination
of access to, or impair access to the Premises from adjoining public or private
streets which would result in discontinuation of presently available or
otherwise necessary access to sewer, water, electric, gas, telephone or other
utilities or services. The Premises is adjacent to and has full and free access
to and from public roads and ways such that no private easements or agreements
are necessary to afford access to or from the Premises for public street access
or otherwise.