<PAGE>   1
                                                                   EXHIBIT 10.20

                                 January 7, 2000





                             LEASE AGREEMENT BETWEEN






                      2755 E. COTTONWOOD PARKWAY, L.C., AS

                                    LANDLORD



                                       AND





                                PROMEDIX.COM, AS

                                     TENANT







                             DATED JANUARY 24, 2000


<PAGE>   2



                                       TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                          Page
                                                                                          ----
<S>     <C>                                                                               <C>
PART I
        SUMMARY OF BASIC LEASE INFORMATION...................................................1
               A.     PREMISES (LEASE PROVISIONS, PARAGRAPH 2)...............................1
               B.     LEASE TERM (LEASE PROVISIONS, PARAGRAPH 3).............................1
               C.     BASE RENT (LEASE PROVISIONS, PARAGRAPH 5) .............................1
               D.     ADDITIONAL RENT (LEASE PROVISIONS, PARAGRAPH 5.3)......................2
               E.     SECURITY DEPOSIT (GLOSSARY OF DEFINED TERMS)...........................2
               F.     PARKING CHARGE (LEASE PROVISIONS, PARAGRAPH 5.5).......................2
               G.     ADDRESSES FOR NOTICES (LEASE PROVISIONS, PARAGRAPH 27.7)...............2
               H.     TENANT IMPROVEMENT ALLOWANCE AND SPACE PLAN (WORK
                      LETTER AGREEMENT)......................................................2

PART II
        LEASE PROVISIONS.....................................................................3
               1.     DEFINITIONS............................................................3
               2.     PREMISES...............................................................3
               3.     TERM...................................................................3
               4.     USE....................................................................3
               5.     RENT...................................................................3
                      5.1    BASE RENT.......................................................3
                      5.2    NO OTHER ADJUSTMENT OF BASE RENT................................3
                      5.3    ADDITIONAL RENT.................................................3
                      5.4    OPERATING EXPENSES..............................................5
                      5.5    PARKING CHARGE..................................................7
                      5.6    PAYMENT OF RENT.................................................8
                      5.7    DELINQUENT PAYMENTS AND HANDLING CHARGE.........................8
                      5.8    INTENTIONALLY LEFT BLANK........................................9
                      5.9    HOLDING OVER....................................................9
               6.     CONSTRUCTION OF IMPROVEMENTS...........................................9
                      6.1    GENERAL.........................................................9
                      6.2    ACCESS BY TENANT PRIOR TO COMMENCEMENT OF TERM..................9
                      6.3    COMMENCEMENT DATE; ADJUSTMENTS TO COMMENCEMENT DATE.............9
               7.     SERVICES TO BE FURNISHED BY LANDLORD..................................10
                      7.1    GENERAL........................................................10
                      7.2    KEYS AND/OR ACCESS CARDS.......................................11
                      7.3    TENANT IDENTITY, SIGNS AND OTHER MATTERS.......................11
                      7.4    CHARGES........................................................12
                      7.5    OPERATING HOURS................................................12
               8.     REPAIR AND MAINTENANCE................................................12
                      8.1    BY LANDLORD....................................................12
                      8.2    BY TENANT......................................................12
               9.     TAXES ON TENANT'S PROPERTY............................................12
               10.    TRANSFER BY TENANT....................................................13
                      10.1   GENERAL........................................................13
                      10.2   CONDITIONS.....................................................13
                      10.3   LIENS..........................................................14
                      10.4   ASSIGNMENTS IN BANKRUPTCY......................................14
               11.    ALTERATIONS...........................................................14
               12.    PROHIBITED USES.......................................................14
                      12.1   GENERAL........................................................14
                      12.2   HAZARDOUS MATERIALS............................................15
                      12.3   OVERSTANDARD TENANT USE........................................15
               13.    ACCESS BY LANDLORD....................................................15
               14.    CONDEMNATION..........................................................16
               15.    CASUALTY..............................................................16
                      15.1   GENERAL........................................................16
                      15.2   INTENTIONALLY LEFT BLANK.......................................17
               16.    SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT.........................17
                      16.1   GENERAL........................................................17
                      16.2   ATTORNMENT.....................................................17
               17.    INSURANCE.............................................................17

</TABLE>

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<TABLE>
<CAPTION>

               <S>    <C>                                                                  <C>
                      17.1   GENERAL........................................................17
                      17.2   WAIVER OF SUBROGATION..........................................18
                      17.3   LANDLORD'S INSURANCE...........................................18
               18.    INDEMNITY.............................................................19
               19.    THIRD PARTIES; ACTS OF FORCE MAJEURE; EXCULPATION.....................19
               20.    INTENTIONALLY LEFT BLANK..............................................19
               21.    CONTROL OF COMMON AREAS...............................................19
               22.    INTENTIONALLY LEFT BLANK..............................................19
               23.    QUIET ENJOYMENT.......................................................19
               24.    DEFAULT BY TENANT.....................................................19
                      24.1   EVENTS OF DEFAULT..............................................19
                      24.2   REMEDIES OF LANDLORD...........................................20
                      24.3   PAYMENT BY TENANT..............................................21
                      24.4   RELETTING......................................................21
                      24.5   LANDLORD'S RIGHT TO PAY OR PERFORM.............................21
                      24.6   NO WAIVER; NO IMPLIED SURRENDER................................21
               25.    DEFAULTS BY LANDLORD..................................................22
               26.    RIGHT OF REENTRY......................................................22
               27.    MISCELLANEOUS.........................................................22
                      27.1   INDEPENDENT OBLIGATIONS; NO OFFSET.............................22
                      27.2   TIME OF ESSENCE................................................22
                      27.3   APPLICABLE LAW.................................................22
                      27.4   ASSIGNMENT BY LANDLORD.........................................22
                      27.5   ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS....................23
                      27.6   SIGNS, BUILDING NAME AND BUILDING ADDRESS......................23
                      27.7   NOTICES........................................................23
                      27.8   ENTIRE AGREEMENT, AMENDMENT AND BINDING EFFECT.................23
                      27.9   SEVERABILITY...................................................23
                      27.10  NUMBER AND GENDER, CAPTIONS AND REFERENCES.....................23
                      27.11  ATTORNEYS' FEES................................................24
                      27.12  BROKERS........................................................24
                      27.13  INTEREST ON TENANT'S OBLIGATIONS...............................24
                      27.14  AUTHORITY......................................................24
                      27.15  RECORDING......................................................24
                      27.16  EXHIBITS.......................................................24
                      27.17  MULTIPLE COUNTERPARTS..........................................24
                      27.18  SURVIVAL OF INDEMNITIES........................................24
                      27.19  MISCELLANEOUS..................................................24
               28.    TENANT SATELLITE SPACE................................................25
                      28.1   SATELLITE SPACE................................................25
                      28.2   RESTRICTIONS...................................................25
                      28.3   EXPENSES.......................................................25
                      28.4   USE OF SATELLITE DISH..........................................25
               29.    NOTICE FOR POSSIBLE EXPANSION.........................................26
                      29.1   NOTICE.........................................................26
                      29.2   PROCEDURE AND LIMITATIONS......................................26
                      29.3   RESTRICTIONS...................................................26
</TABLE>


EXHIBITS

Exhibit A:     Glossary of Defined Terms
Exhibit B:     Description of Premises
Exhibit C:     Building Rules and Regulations
Exhibit D:     Work Letter Agreement
Exhibit D1:    Pricing Agreement Letter
Exhibit D2:    Building Standard Tenant Improvements
Exhibit E:     Legal Description of Land
Exhibit F:     Lease Extension Addendum
Exhibit G:     Acknowledgment of Lease Commencement Date
Exhibit H:     Estoppel Certificate, Subordination, Non-Disturbance and
               Attornment Agreement
Exhibit I:     Lease Guaranty

Monument Sign Addendum



                                       ii

<PAGE>   4



                                 LEASE AGREEMENT

        THIS LEASE AGREEMENT (the "Lease") is entered into as of the 24th day of
January, 2000, between 2755 E. COTTONWOOD PARKWAY, L.C. as Landlord, and
PROMEDIX.COM, as Tenant.

                                     PART I
                       SUMMARY OF BASIC LEASE INFORMATION

        Each reference in this Summary of Basic Lease Information to the Lease
Provisions contained in PART II shall be construed to incorporate all the terms
provided in said Lease Provisions, and reference in the Lease Provisions to the
Summary contained in this PART I shall be construed to incorporate the
provisions of this Summary. In the event of any conflict between the provisions
of this Summary and the provisions in the balance of the Lease, the latter shall
control. The basic terms of this Lease are as follows:

A.      PREMISES (LEASE PROVISIONS, PARAGRAPH 2):

        1. Premises Location: Suite 500, consisting of approximately 22,157
square feet of Rentable Area (20,517 usable square feet), located on the fifth
floor of the Building and Suite 600, consisting of approximately 22,157 square
feet of Rentable Area (20,517 usable square feet), located on the Penthouse
floor of the Building, for a total of approximately 44,314 Rentable Area (41,034
usable square feet) (as outlined on the floor plan attached to this Lease as
Exhibit B), the street address of which is 2755 E. Cottonwood Parkway, as
constructed on the Land which is further described on Exhibit E hereto.

        2. Number of Approximate Square Feet of Rentable Area in the Building
measured consistently throughout the Building: Approximately One Hundred Thirty
Thousand Seven Hundred Eighty (130,780) square feet.

B.      LEASE TERM (LEASE PROVISIONS, PARAGRAPH 3):

        1. Duration: Five (5) years, Six (6) months.

        2. Lease Commencement Date (Lease Provisions, Paragraph 6.3): The
earliest to occur of the following events: (a) the date of Substantial
Completion (as defined in the Work Letter Agreement) of the Landlord's Work on
the Phase One Space, or (b) the date on which Landlord would have substantially
completed the Landlord's Work on the Phase One Space and tendered possession of
the Phase One Space to Tenant but for certain delays attributable to Tenant as
provided in Paragraph 6.3, or (c) the date on which Tenant takes possession of
the Premises or any portion thereof (including the Phase One Space). The Lease
Commencement Date is scheduled to be May 1, 2000. Following the Commencement
Date, the Phase II Move-In Date is defined and set forth in Section 6.3(b)
below.

        3. Lease Expiration Date (Lease Provisions, Paragraph 3): The last day
of October, 2005,at 5:00 p.m., unless further extended or earlier terminated as
provided in this Lease.

C.      BASE RENT (LEASE PROVISIONS, PARAGRAPH 5) :

<TABLE>
<CAPTION>

              Lease Year                    Monthly Base Rent           Annualized Base Rent
              ----------                    -----------------           --------------------
<S>                                         <C>                         <C>
May 1, 2000 - October 31, 2000                  $41,987.52                 $  503,850.18
November 1, 2000 - April 30, 2001               $83,975.03                 $1,007,700.36
May 1, 2001 - October 31, 2001                  $85,175.20                 $1,022,102.41
November 1, 2001 - April 30, 2002               $86,375.37                 $1,036,504.46
May 1, 2002 - October 31, 2002                  $87,575.54                 $1,050,906.51
November 1, 2002 - April 30, 2003               $88,775.71                 $1,065,308.56
May 1, 2003 - October 31, 2003                  $89,975.88                 $1,079,710.61
November 1, 2003 - April 30, 2004               $91,176.06                 $1,094,112.66
May 1, 2004 - October 31, 2004                  $92,376.23                 $1,108,514.71
November 1, 2004 - April 30, 2005               $93,576.40                 $1,122,916.76
May 1, 2005 - October 31, 2005                  $94,776.57                 $1,137,318.81
</TABLE>

                                       1
<PAGE>   5

D.      ADDITIONAL RENT (LEASE PROVISIONS, PARAGRAPH 5.3):

        1. Base Year (Lease Provisions, Paragraph 5.3.1): The Fiscal Year
commencing January 1 through December 31, 2000 (with Operating Expenses for 2000
being annualized); provided, however, that real property taxes levied on the
Building and Parking Facility included in the Operating Expenses applicable to
the Base Year shall be determined as provided in paragraph 5.3.2(a) hereof.

        2. Tenant's Share (Lease Provisions, Paragraph 5.3.1): Tenant's Share
for Tenant's payment of Operating Expenses means Thirty-three and 88/100 percent
(33.88%).

E.      SECURITY DEPOSIT (GLOSSARY OF DEFINED TERMS):

        Means Zero Dollars ($0.00).

F.      PARKING CHARGE (LEASE PROVISIONS, PARAGRAPH 5.5):

        Tenant shall throughout the Term, lease from Landlord up to a total of
two hundred five (205) automobile parking spaces, of which total Tenant may
elect to lease up to fifty-one (51) assigned and covered automobile parking
spaces at an initial cost of Thirty and 00/100 Dollars ($30.00) per month per
space, if available; however, of the 51 assigned and covered parking spaces,
Tenant shall be provided twelve (12) assigned and covered parking spaces without
charge during the initial Term of the Lease. The remainder of the automobile
parking spaces leased by Tenant which Tenant does not elect to have assigned and
covered shall be unassigned parking spaces at a cost of Zero Dollars ($0.00) per
month per space for the initial Term of the Lease.

G.      ADDRESSES FOR NOTICES (LEASE PROVISIONS, PARAGRAPH 27.7):

        1.     Tenant's Address:

               (a)    Before Lease Commencement Date:

                      488 East Winchester Avenue, Suite 200
                      Salt Lake City, UT 84107

               (b)    After Lease Commencement Date:

                      2755 E. Cottonwood Parkway, Suite 600
                      Salt Lake City, UT 84121

        2.     Landlord's Address:

                      2755 E. Cottonwood Parkway,  L.C.
                      c/o John L. West
                      2855 E. Cottonwood Parkway, Suite 560
                      Salt Lake City, Utah 84121

        3.     Address of Landlord's Lender or Mortgagee:

                      U. S. Bank National Association
                      15 West South Temple, Suite 600
                      Salt Lake City, UT 84101

H.      TENANT IMPROVEMENT ALLOWANCE AND SPACE PLAN (WORK LETTER AGREEMENT):

        1. Space Plan Delivery Date: The initial Space Plan of Tenant's Premises
will be delivered to Landlord on or before January 10, 2000.

        2. Tenant Improvement Allowance: A Tenant Improvement Allowance shall be
in the amount of Nine Hundred Eighty-Four Thousand Eight Hundred Sixteen and
00/100 DOLLARS ($984,816.00) for the design, modification and construction of
the Tenant Improvements. This Tenant Improvement Allowance is to be disbursed
for the items set forth in Paragraph I.B. of Exhibit D hereto.

                                        2

<PAGE>   6



                                     PART II
                                LEASE PROVISIONS

        1. DEFINITIONS. The definitions of certain of the capitalized terms used
in this Lease are set forth in the Glossary of Defined Terms attached as Exhibit
A.

        2. PREMISES. Subject to the provisions of this Lease, Landlord hereby
leases to Tenant, and Tenant hereby leases from Landlord, the premises described
in the Summary of Basic Lease Information, Section "A", as outlined on the floor
plan attached hereto as Exhibit B (the "PREMISES"). In connection with such
demise and subject to paragraph 21 herein, Landlord hereby grants to Tenant the
nonexclusive right to use during the Term, all Common Areas designed for the use
of all tenants in the Building, in common with all tenants in the Building and
their invitees, for the purposes for which the Common Areas are designed and in
accordance with all Legal Requirements. Landlord, however, subject to Landlord's
repair, maintenance and service obligations stated herein, has the sole
discretion to determine the manner in which the Common Areas are maintained and
operated, and the use of the Common Areas shall be subject to the Building Rules
and Regulations. Tenant acknowledges that Landlord has made no representation or
warranty regarding the Building or Premises except as specifically stated in
this Lease. By occupying the Premises, Tenant accepts the Premises as being
suitable for Tenant's intended use of the Premises. Landlord represents that, to
the best of its knowledge, upon occupancy, the Building will be in compliance
with the Americans with Disabilities Act of 1990. Landlord further represents
that, to the best of its knowledge, the Building is in compliance with all Legal
Requirements.

        3. TERM. The provisions of this Lease shall be effective only as of the
date this Lease is executed by both Landlord and Tenant. The duration of the
term of this Lease shall be for the period stated in the Summary of Basic Lease
Information, Section "B," commencing on the Commencement Date set forth in
paragraph 6.3 below, and expiring at 5:00 p.m. on the day stated in Section "B"
of the Summary of Basic Lease Information, unless earlier terminated as provided
herein (the "TERM").

        4. USE. Tenant shall occupy and use the Premises solely for lawful,
general business office purposes in strict compliance with the Building Rules
and Regulations from time to time in effect. Tenant shall, and Tenant agrees to
cause its agents, servants, employees, invitees and licensees to observe and
comply fully and faithfully with the Building Rules and Regulations attached
hereto as Exhibit C, and incorporated herein by this reference, or such
reasonable modifications, rules and regulations which may be hereafter adopted
by Landlord for the care, protection, cleanliness and operation of the Premises
and Complex. Tenant shall also comply with all Legal Requirements and other
restrictions on use of the Premises as provided in this Lease, including,
without limitation, paragraph 12 hereof. The Landlord represents that the
Premises are properly zoned for the permitted uses set forth herein and that, to
Landlord's actual knowledge without any duty of further investigation, the
Premises are free from any Hazardous Materials (as defined herein) and are not
otherwise in violation of any applicable law or governmental regulation.

        5. RENT.

               5.1 BASE RENT. In consideration of Landlord's leasing the
        Premises to Tenant, Tenant shall pay to Landlord the base rent ("Base
        Rent") at the time(s) and in the manner stated in paragraph 5.6 below,
        as stated in Section "C" of the Summary of Basic Lease Information.

               5.2 NO OTHER ADJUSTMENT OF BASE RENT. The stipulation of Rentable
        Area set forth in paragraph 2 above and in the Summary of Basic Lease
        Information, shall be conclusive and binding on the parties.
        Notwithstanding the foregoing, the Base Rent set forth in paragraph 5.1
        above and in the Summary of Basic Lease Information is a negotiated
        amount and there shall be no adjustment to the Base Rent or Additional
        Rent without the prior written consent of Landlord. Tenant shall have no
        right to withhold, deduct or offset any amount of the monthly Base Rent,
        Additional Rent or any other sum due hereunder even if the actual
        rentable square footage or Rentable Area of the Premises is less than
        set forth in paragraph 2 hereof.

               5.3 ADDITIONAL RENT. It is intended by Landlord and Tenant that
        this Lease shall be a full-service Lease with a 2000 calendar Base Year
        for purposes of calculating Operating Expense increases. In addition to
        paying the Base Rent specified in paragraph 5.1 above, Tenant shall pay
        as additional rent the Tenant's Share (as defined in subparagraph
        5.3.1(b) below) of the Operating Expenses (as defined in subparagraph
        5.4 below) for each Fiscal Year, or portion thereof, that are in excess
        of the amount of Operating Expenses applicable to the Base Year (as
        defined in subparagraph 5.3.1(a) below). Said additional rent, together
        with other amounts of any kind (other

                                        3

<PAGE>   7



        than Base Rent) payable by Tenant to Landlord under the terms of this
        Lease, shall be collectively referred to in this Lease as "Additional
        Rent." Operating Expenses which are normally and reasonably allocable to
        more than one Fiscal Year shall be prorated and allocated over such
        period(s). All amounts due under this paragraph 5.3 as Additional Rent
        are payable for the same periods and in the same manner, time and place
        as the Base Rent as provided in paragraph 5.6 below. Without limitation
        on any other obligation of Tenant that may survive the expiration of the
        Lease Term, Tenant's obligations to pay the Additional Rent provided for
        in this paragraph 5.3 shall survive the expiration of the Lease Term.

               5.3.1 Additional Rent Definitions. The following definitions
        apply to this paragraph 5.4:

                      (a) Base Year. "Base Year" means the Fiscal Year
               commencing January 1 through December 31 of the year stated in
               Section "D" of the Summary of Basic Lease Information.

                      (b) Tenant's Share. "Tenant's Share" for Tenant's payment
               of Operating Expenses means the percentage stated in Section "D"
               of the Summary of Basic Lease Information. If the Premises or the
               Building is expanded or reduced, the Tenant's Share shall be
               adjusted commensurate with such expansion or reduction by written
               notice from Landlord to Tenant.

               5.3.2 Calculation and Payment of Additional Rent. Tenant's Share
        of Operating Expenses for any Fiscal Year, or portion thereof, shall be
        calculated and paid as follows:

                      (a) Calculation of Excess. If Tenant's Share of Operating
               Expenses for any Fiscal Year, commencing with the Fiscal Year
               immediately following the Base Year, exceeds Tenant's Share of
               the amount of Operating Expenses applicable to the Base Year
               (with Operating Expenses for the Base Year 2000 being
               annualized), Tenant shall pay as Additional Rent to Landlord an
               amount equal to that excess (the "Excess") in the manner stated
               in subparagraphs 5.3.2(b) and (c) below. Notwithstanding the
               foregoing, the Landlord acknowledges that the Building and
               Parking Facility may not be fully assessed for property taxes
               levied during the Base Year because of incomplete construction.
               Therefore, for purposes of calculating the Additional Rent, the
               Landlord will make an adjustment to the property taxes applicable
               to the Base Year at the time the Building and Parking Facility
               are fully assessed.

                      (b) Statement of Estimated Operating Expenses and Payment
               by Tenant. On or before the last day of the Fiscal Year in which
               the Lease Commencement Date occurs and for each Fiscal Year
               thereafter, Landlord shall endeavor to deliver to Tenant an
               estimate statement (the "Estimate Statement") of Additional Rent
               to be due by Tenant for the forthcoming Fiscal Year. The Estimate
               Statement will be based on good faith estimates, reasonably
               determined, and will set forth in reasonable detail the
               calculation of estimated expenses and Additional Rent.
               Thereafter, unless Landlord delivers to Tenant a revision of the
               Estimate Statement, Tenant shall pay to Landlord monthly,
               coincident with Tenant's payment of Base Rent, an amount equal to
               the estimated Additional Rent set forth on the Estimate Statement
               for such Fiscal Year divided by twelve (12) months. On no more
               than two occasions during any Fiscal Year, Landlord may estimate
               and re-estimate the Additional Rent to be due by Tenant for that
               Fiscal Year and deliver a copy of the revised Estimate Statement
               to Tenant. Thereafter, the monthly installments of Additional
               Rent payable by Tenant shall be appropriately adjusted in
               accordance with the revised Estimate Statement so that, by the
               end of any Fiscal Year, Tenant shall have paid all of the
               Additional Rent as estimated by Landlord on the revised Estimate
               Statement. Landlord's failure to furnish the Estimate Statement
               for any Fiscal Year in a timely manner shall not preclude
               Landlord from enforcing its rights to collect any Additional
               Rent.

                      (c) Statement of Actual Operating Expenses and Payment by
               Tenant. Landlord shall endeavor to give to Tenant as soon as
               available following the end of each Fiscal Year, but in no event
               later than June 30, a statement (the "Statement of Actual
               Operating Expenses") stating the Operating Expenses incurred or
               accrued for that preceding Fiscal Year and indicating the amount,
               if any, of any Excess due to Landlord or overpayment by Tenant.
               Landlord's Statement of Actual Operating Expenses will show in
               reasonable detail the amount and computation of Operating
               Expenses for the applicable Fiscal Year, a statement as to any
               Operating Expense which is not final and the amount of Tenant's

                                        4

<PAGE>   8

               obligations hereunder and application of Tenant's estimated
               payments. Except for Operating Expense items identified by
               Landlord as not being final or adjustments to Operating Expense
               items not reasonably foreseeable by Landlord, no adjustment will
               be made by Landlord to the Statement of Actual Operating Expenses
               for any Fiscal Year subsequent to November 1 following the end of
               the Fiscal Year to which the Statement of Actual Operating
               Expenses relates. On receipt of the Statement of Actual Operating
               Expenses for each Fiscal Year for which an Excess exists, Tenant
               shall pay, with its next installment of Base Rent due, the full
               amount of the Excess, less the estimated amounts (if any) paid
               during the Fiscal Year pursuant to an Estimate Statement (as
               defined in subparagraph 5.3.2(b) above). In the event there is an
               overpayment of Additional Rent set forth on a Statement of Actual
               Operating Expenses for any Fiscal Year, the amount of overpayment
               shall be credited against payments of Additional Rent as they
               become due. If it is determined that there is an overpayment of
               Additional Rent by Tenant for any fiscal year after the
               expiration of the term of this Lease, such overpayment shall be
               promptly refunded to Tenant. Landlord's failure to furnish the
               Statement of Actual Operating Expenses for any Fiscal Year in a
               timely manner shall not prejudice Landlord from enforcing its
               rights hereunder. Even if the Lease Term is expired and Tenant
               has vacated the Premises, if an Excess exists when final
               determination is made of Tenant's Share of the Operating Expenses
               for the Fiscal Year in which the Lease terminates, Tenant shall
               immediately pay to Landlord the amount calculated under this
               subparagraph (c). Provisions of this subparagraph (c) shall
               survive the expiration or earlier termination of the Lease Term.

               5.4 OPERATING EXPENSES shall mean all costs and expenses which
        Landlord pays or accrues by virtue of the ownership, use, management,
        leasing, maintenance, service, operation, insurance or condition of the
        Land and all improvements thereon, including, without limitation, the
        Building and Parking Facility, during a particular Fiscal Year or
        portion thereof as determined by Landlord or its accountant in
        accordance with generally accepted accounting principles, subject to the
        exclusions contained in Section 5.4.2(a) below.

               5.4.1 Examples. "Operating Expenses" shall include, but shall not
        be limited to, the following to the extent they relate to the Complex or
        are chargeable to the Complex in connection with the operation and
        maintenance of the Cottonwood Corporate Center generally:

                      (a) all Impositions and other governmental charges;

                      (b) all insurance premiums charged for policies obtained
               by Landlord for the Land, Building and Parking Facility, which
               may include without limitation, at Landlord's election, (i) fire
               and extended coverage insurance, including earthquake, windstorm,
               hail, explosion, riot, strike, civil commotion, aircraft, vehicle
               and smoke insurance, (ii) public liability and property damage
               insurance, (iii) elevator insurance, (iv) workers' compensation
               insurance for the employees covered by clause (h), (v) boiler,
               machinery, sprinkler, water damage, and legal liability
               insurance, (vi) rental loss insurance, and (vii) such other
               insurance as Landlord may reasonably elect to obtain;

                      (c) all deductible amounts incurred in any Fiscal Year
               relating to an insurable loss;

                      (d) all maintenance, repair, replacement, restoration and
               painting costs, including, without limitation, the cost of
               operating, managing, maintaining and repairing the following
               systems: utility, mechanical, sanitary, drainage, escalator and
               elevator;

                      (e) all janitorial, snow removal, custodial, cleaning,
               washing, landscaping, landscape maintenance, access systems,
               trash removal, pest control costs and environmental compliance
               costs;

                      (f) all security costs;

                      (g) all electrical, energy monitoring, water, water
               treatment, gas, sewer, telephone and other utility and
               utility-related charges;


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<PAGE>   9


                      (h) all wages, salaries, salary burdens, employee
               benefits, payroll taxes, Social Security and insurance for all
               persons engaged by Landlord or an Affiliate of Landlord
               reasonably allocable to the Complex;

                      (i) all costs of leasing or purchasing supplies, tools,
               equipment and materials;

                      (j) all fees and assessments of the Cottonwood Corporate
               Center park applicable to the Complex;

                      (k) the cost of licenses, certificates, permits and
               inspections;

                      (l) the cost of contesting the validity or applicability
               of any governmental enactments that may affect the Operating
               Expenses;

                      (m) the costs incurred in connection with the
               implementation and operation of a transportation system
               management program or similar program;

                      (n) the cost of Parking Facility maintenance, repair and
               restoration, including, without limitation, resurfacing,
               repainting, restriping and cleaning;

                      (o) all fees and other charges paid under all maintenance
               and service agreements, including but not limited to window
               cleaning, elevator and HVAC maintenance;

                      (p) All reasonable and customary fees, charges, management
               fees (or amounts in lieu of such fees) not to exceed a maximum of
               three percent (3%) of gross rentals at the Complex, consulting
               fees, legal fees and accounting fees of all persons engaged by
               Landlord, together with all other associated costs or other
               charges reasonably incurred by Landlord in connection with the
               management office and the operation, management, maintenance and
               repair of the Complex;

                      (q) all costs of monitoring services, including, without
               limitation, any monitoring or control devices used by Landlord in
               regulating the Parking Facility;

                      (r) amortization of the cost of acquiring, financing and
               installing capital items which are intended to reduce (or avoid
               increases in) operating expenses or which are required by a
               governmental authority subsequent to the Commencement Date of
               this Lease. Such costs shall be amortized over the reasonable
               life of the items in accordance with generally accepted
               accounting principles, but not beyond the reasonable life of the
               Building; and

                      (s) any other costs or expenses reasonably incurred by
               Landlord under this Lease which are not otherwise reimbursed
               directly by Tenants.

               5.4.2 Adjustments. Operating Expenses shall be adjusted as
        follows:

                      (a) Exclusions. "Operating Expenses" shall not include (i)
               expenditures classified as capital expenditures for federal
               income tax purposes except as set forth in clause 5.4.1(r), (ii)
               costs for which Landlord is entitled to specific reimbursement by
               Tenant, by any other tenant of the Building or by any other third
               party, (iii) allowances specified in the Work Letter for expenses
               incurred by Landlord for improvements to the Premises, (iv)
               leasing commissions, and all noncash expenses (including
               depreciation), except for the amortized costs specified in clause
               5.4.1(r), (v) land or ground rent, if applicable, and (vi) debt
               service on any indebtedness secured by the Complex (except debt
               service on indebtedness to purchase or pay for items specified as
               permissible "Operating Expenses"), (vii) the excess cost of any
               work or service performed for or facilities furnished to any
               tenant of the Building to a substantially greater extent or in a
               manner materially more favorable to such tenant than that
               performed for or furnished to Tenant hereunder; (viii) sums which
               constitute insured repairs or other work necessitated by fire or
               other casualty; (ix) sums incurred for the alteration or
               renovation of vacant or vacated space in the Building; (x)
               expenditures paid to a related corporation, entity or persons
               which are in excess of the amount which would be paid in the
               absence of such relationship; (xi) expenditures resulting from
               the relocation or moving of tenants in the Building to another

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<PAGE>   10



               location within the Building; (xii) any income, franchise or
               corporate tax, any leasehold taxes on other tenants' personal
               property, sales, capital levy, capital stock, excess profits,
               transfer, revenue, or any other tax, assessment or charge upon or
               measured by rent payable to Landlord; and (xiii) Landlord's
               office overhead not related to on-site management of, or
               reasonably allocable to, the Complex. Operating Expenses shall
               not exceed the reasonable, customary and ordinary cost for such
               items. In addition to the foregoing, Operating Expenses shall be
               billed to the Tenant at Landlord's reasonably allocable cost
               without markup or other fee payable to the Landlord in connection
               therewith (except as specifically provided in this Lease), and
               shall not include expenses, costs or disbursements that are not
               for the benefit of, or reasonably allocable or attributable to
               the operation, maintenance or repair of areas of the Complex that
               are typically viewed as common facilities; legal fees, expenses,
               costs and disbursements resulting from Landlord's breach of the
               Lease or Landlord's gross negligence or intentional misconduct;
               advertising expenses exceeding $10,000 annually for the Complex;
               amounts to fund any reserve for capital expenditures (as defined
               above) except as set forth in clause 5.4.1(r); expenses, costs or
               disbursements to remedy construction defects in the original
               construction of the Building; costs, fines or penalties imposed
               upon the Landlord for violating any law or regulation; or
               expenses, costs or disbursements to test, survey, remove,
               cleanup, abate or remedy asbestos-containing materials or
               hazardous substances in the Premises, Building or Complex
               exceeding $5,000.00 annually, unless the asbestos-containing
               materials or hazardous substances are present because of Tenant's
               negligent or intentional acts.

                      (b) Gross-Up Adjustments. If the occupancy of the Building
               during any part of any Fiscal Year (including the Base Year) is
               less than ninety-five percent (95%), Landlord shall make an
               appropriate adjustment of the Operating Expenses for that Fiscal
               Year, as reasonably determined by Landlord using sound accounting
               and management principles, to determine the amount of Operating
               Expenses that would have been incurred had the Building been
               ninety-five percent (95%) occupied. This amount shall be
               considered to have been the amount of Operating Expenses for that
               Fiscal Year.

               5.4.3 Landlord's Books and Records. If Tenant disputes the amount
        of the Additional Rent due hereunder, Tenant may designate, within sixty
        (60) days after receipt of the Statement of Actual Operating Expenses,
        an independent certified public accountant or qualified third-party
        management company to inspect Landlord's records. Tenant is not entitled
        to request that inspection, however, if Tenant is then in default under
        this Lease. The accountant must be a member of a nationally recognized
        accounting firm and must not charge a fee based on the amount of
        Additional Rent that the accountant is able to save Tenant by the
        inspection. Any inspection must be conducted in Landlord's offices at a
        reasonable time or times. If, after such an inspection, Tenant still
        disputes the Additional Rent, Landlord and Tenant shall each designate
        an independent certified public accountant, which shall in turn jointly
        select a third independent certified public accountant (the "Third
        CPA"). A certification of the proper amount shall be made, at Tenant's
        sole expense, by the Third CPA. That certification shall be final and
        conclusive. If as a result of such audit and certification, it is
        determined that Tenant was overcharged by more than seven percent (7%)
        during any period covered by such audit and certification, then Landlord
        will pay the costs and expenses of such audit.

               5.5 PARKING CHARGE. Tenant shall throughout the Term, lease from
        Landlord the number of unassigned and assigned automobile parking
        spaces, at such prices per month, as stated in Section "F" of the
        Summary of Basic Lease Information. Such monthly parking charges shall
        be considered Additional Rent and shall be due and payable without
        notice or demand, on or before the first day of each calendar month.
        Landlord shall have the right from time to time during the Lease Term
        and during each Extension Renewal Term (if applicable), to increase the
        monthly parking charges for assigned parking spaces to the then
        prevailing market rate. From time to time after five (5) years and six
        (6) months from the Commencement Date, the Landlord shall also have the
        right to increase the monthly parking charges for unassigned parking
        spaces to the prevailing market rate. Landlord shall also have the right
        to establish such reasonable rules and regulations as may be deemed
        desirable, at Landlord's reasonable discretion, for the proper and
        efficient operation and maintenance of said Parking Facility. Such rules
        and regulations may include, without limitation, (i) restrictions in the
        hours during which the Parking Facility shall be open for use, (ii)
        subject to the provisions of this paragraph 5.5 above, the establishment
        of charges for parking therein, and (iii) the use of parking gates,
        cards, permits and other control devices to regulate the use of the
        parking areas. The rights of Tenant and its employees, customers,
        service suppliers and invitees to use the Parking Facility shall, to the
        extent such rules and regulations are not inconsistent with the other
        terms of this

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<PAGE>   11



        Lease, at all times be subject to (a) Landlord's right to establish
        reasonable rules and regulations applicable to such use and to exclude
        any person therefrom who is not authorized to use the same or who
        violates such rules and regulations; (b) the rights of Landlord and
        other tenants in the Building to use the same in common with Tenant; (c)
        other than with respect to Tenant's assigned parking spaces, the
        availability of parking spaces in said Parking Facility (provided,
        however, that there shall always be no less than 205 parking spaces
        available to Tenant); and (d) Landlord's right to change the
        configuration of the parking areas and any unassigned parking spaces as
        shall be determined at Landlord's reasonable discretion. Tenant agrees
        to limit its use of the Parking Facility to the number and type of
        parking spaces specified in this paragraph above. Notwithstanding the
        foregoing, nothing contained herein shall be deemed to impose liability
        upon Landlord for personal injury or theft, for damage to any motor
        vehicle, or for loss of property from within any motor vehicle, which is
        suffered by Tenant or any of its employees, customers, service suppliers
        or other invitees in connection with their use of the Parking Facility.
        Tenant understands and agrees that, while the Parking Facility will be
        open to Tenant on a 24-hour basis, other than spaces that are assigned
        for Tenant and other tenants, all parking spaces in the parking area may
        be leased to members of the general public between the hours of 6:30
        p.m. through 7:00 a.m. Monday through Saturday morning, after 1:30 p.m.
        on Saturday, and all day on Sunday, provided that such leasing to the
        general public shall not prevent Tenant's use of the Parking Facility
        during such periods without any additional charge other than as provided
        in this Lease.

               5.6 PAYMENT OF RENT. Except as otherwise expressly provided in
        this Lease, all Base Rent and Additional Rent shall be due in advance
        monthly installments on the first day of each calendar month during the
        Term. Rent shall be paid to Landlord at its address recited in Section
        27.7, or to such other person or at such other address in the United
        States as Landlord may from time to time designate in writing. Rent
        shall be paid without notice, demand, abatement, deduction or offset in
        legal tender of the United States of America. The Base Rent for the
        first full calendar month of the Lease Term shall be paid as follows:
        Twenty-One Thousand and 00/100 Dollars ($21,000.00) shall be paid upon
        execution by Tenant of this Lease, and the remaining balance of Twenty
        Thousand Nine Hundred Eighty-Seven and 52/100 ($20,987.52) shall be paid
        on or before April 15, 2000. In addition, if the Term commences or ends
        on other than the first or the last day of a calendar month, the Base
        Rent for the partial month shall be prorated on the basis of the number
        of days during the applicable month and paid on or before the Lease
        Commencement Date. If the Lease Term commences or ends on other than the
        first or the last day of a Fiscal Year, the Additional Rent for the
        partial Fiscal Year calculated as provided in paragraph 5.3 above shall
        be prorated on the basis of the number of days during the applicable
        Fiscal Year. All payments received by Landlord from Tenant shall be
        applied to the oldest payment obligation owed by Tenant to Landlord. No
        designation by Tenant, either in a separate or on a check or money
        order, shall modify this clause or have any force or effect. The Rent to
        be paid by Tenant or any Transferee hereunder shall not be based, in
        whole or in part, on the income or profits derived from the lease, use
        or occupancy of the Premises. In the event Landlord's Mortgagee succeeds
        to the Landlord's interests under this Lease and determines that all or
        any portion of the Rent payable hereunder is or may be deemed to be
        unrelated business income within the meaning of the United States
        Internal Revenue Code or regulations issued thereunder, Landlord's
        Mortgagee may elect unilaterally to amend the calculation of Rent such
        that none of the Rent payable under this Lease will constitute unrelated
        business income; provided, however, that any such amendment shall not
        increase Tenant's payment obligations or other liabilities, or reduce
        the obligations of Landlord, under this Lease.

               5.7 DELINQUENT PAYMENTS AND HANDLING CHARGE. All Rent and other
        payments required of Tenant hereunder shall bear interest from the date
        due until the date paid at the rate of interest specified in Section
        27.13. In addition, if any Base Rent, Additional Rent or other payments
        required of Tenant hereunder are not received by Landlord (i) when due
        on more than three (3) occasions in any Lease Year, or (ii) within five
        (5) days of when due on any occasion, Tenant shall pay to Landlord a
        late charge of five percent (5%) of the delinquent payment to reimburse
        Landlord for its costs and inconvenience incurred as a consequence of
        Tenant's delinquency (other than interest, attorneys' fees and costs).
        The parties agree that this late charge represents a reasonable estimate
        of the expenses that Landlord will incur because of any late payment
        (other than interest, attorneys' fees and costs). Landlord's acceptance
        of any late charge shall not constitute a waiver of Tenant's default
        with respect to the overdue amount or prevent Landlord from exercising
        any of the rights and remedies available to Landlord under this Lease.
        Tenant shall pay the late charge as Additional Rent with the next
        installment of Additional Rent. In no event, however, shall the charges
        permitted under this Section 5.7 or elsewhere in this Lease, to the
        extent the same are considered to be interest under applicable law,
        exceed the maximum rate of interest allowable under applicable law. If
        any two noncash payments made by Tenant are not paid by the bank or
        other

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<PAGE>   12



        institution on which they are drawn, Landlord shall have the right,
        exercised by notice to Tenant, to require that Tenant make all future
        payments by certified funds or cashier's check.

               5.8 INTENTIONALLY LEFT BLANK.

               5.9 HOLDING OVER. Any holding over by Tenant in the possession of
        the Premises, or any portion thereof, after the expiration of the Term,
        with or without the consent of Landlord, shall require Tenant to pay one
        hundred twenty-five percent (125%) of the Base Rent and Additional Rent
        herein specified for the last month of the Term (prorated on a monthly
        basis), unless Landlord shall specify a lesser amount for Rent in its
        sole discretion. If Tenant holds over with Landlord's consent, such
        occupancy shall be deemed a month-to-month tenancy and such tenancy
        shall otherwise be on the terms and conditions herein specified in this
        Lease as far as applicable. Notwithstanding the foregoing provisions or
        the acceptance by Landlord of any payment by Tenant, any holding over
        without Landlord's consent shall constitute a default by Tenant and
        shall entitle Landlord to pursue all remedies provided in this Lease, or
        otherwise, and Tenant shall be liable for any and all direct or
        consequential damages or losses of Landlord resulting from Tenant's
        holding over without Landlord's consent.

        6. CONSTRUCTION OF IMPROVEMENTS.

               6.1 GENERAL. Subject to events of Force Majeure, Landlord and
        Tenant agree that Landlord or Landlord's designee shall construct,
        install, furnish, perform and supply the Tenant Improvements in
        accordance with the parties' respective payment warranty and other
        obligations as specified in the Work Letter Agreement ("Work Letter
        Agreement") attached hereto as Exhibit D and incorporated herein by this
        reference. The Landlord's Work shall meet or exceed the Building
        Standard Tenant Improvements as specified in the Work Letter Agreement
        and, to Landlord's actual knowledge, without duty to further
        investigate, shall be in full compliance with ADA, all applicable
        building codes and governmental regulations.

               6.2 ACCESS BY TENANT PRIOR TO COMMENCEMENT OF TERM. Provided that
        Tenant obtains and delivers to Landlord the certificates or policies of
        insurance called for in Section 17.1, Landlord, in its sole discretion,
        may permit Tenant and its employees, agents, contractors and suppliers
        to enter the Phase One Space before the Lease Commencement Date or to
        enter the Phase Two Space before the Phase Two Move-In Date (and such
        entry alone shall not constitute Tenant's taking possession of the Phase
        One Space or Phase Two Space for the purpose of Section 6.3(c) below),
        to perform certain work on the Phase One or Phase Two Space on behalf of
        Tenant not contrary to the provisions of the Work Letter Agreement.
        Tenant and each other person or firm who or which enters the Premises
        before the Commencement Date shall conduct itself so as to not interfere
        with Landlord or other occupants of the Building. Landlord may withdraw
        any permission granted under this Section 6.2 upon twenty-four (24)
        hours' notice to Tenant if Landlord, in its reasonable discretion,
        determines that any such interference has been or may be caused. Any
        prior entry shall be under all of the terms of this Lease (other than
        the obligation to pay Base Rent and Additional Rent) and at Tenant's
        sole risk. Tenant hereby releases and agrees to indemnify Landlord and
        Landlord's contractors, agents, employees and representatives from and
        against any and all personal injury, death or property damage (including
        damage to any personal property which Tenant may bring into, or any work
        which Tenant may perform in, the Premises) which may occur in or about
        the Complex in connection with or as the result of said entry by Tenant
        or its employees, agents, contractors and suppliers.

               6.3    COMMENCEMENT DATE; ADJUSTMENTS TO COMMENCEMENT DATE.

                      (a) For purposes of this Lease, the "COMMENCEMENT DATE"
               shall mean the earliest to occur of the following events (the
               "Lease Commencement Events"): (a) the date of Substantial
               Completion of the Landlord's Work on the Phase One Space, or (b)
               the date on which Landlord would have substantially completed the
               Landlord's Work on the Phase One Space and tendered possession of
               the Phase One Space to Tenant but for (i) the delay or failure of
               Tenant to furnish information, approvals or other matters
               required in the Work Letter Agreement, (ii) Tenant's request for
               changes in the Space Plan (as defined in the Work Letter
               Agreement) after execution of this Lease, or (iii) any other
               action or inaction of Tenant, or any person or firm employed or
               retained by Tenant, or (c) the date on which Tenant takes
               possession of the Premises or any portion thereof, including the
               Phase One Space. Subject to events of Force Majeure and the
               provisions of this paragraph 6.3, the Lease Commencement Date is
               scheduled to be as stated in Section "B" of the Summary of

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<PAGE>   13



               Basic Lease Information. Upon the occurrence of the Commencement
               Date, the parties will execute and deliver a certificate in the
               form of Exhibit G attached hereto stating and acknowledging the
               Commencement Date.

                      (b) For purposes of this Lease, the "Phase Two Move-In
               Date" shall mean the earliest to occur of the following events
               (the "Phase Two Move-In Date Events"): (a) the date of
               Substantial Completion of the Landlord's Work on the Phase Two
               Space, or (b) the date on which the Landlord would have
               substantially completed the Landlord's Work on the Phase Two
               Space and tendered possession of that space to Tenant but for Net
               Tenant Delay, as provided in the Work Letter Agreement, or (c)
               the date on which Tenant takes possession of the Phase Two Space.
               Subject to events of Force Majeure and the provisions of this
               paragraph 6.3, the Phase Two Move-In Date is scheduled to be
               November 1, 2000.

                      (c) If by the scheduled Commencement Date or, as
               applicable, the Phase Two Move-In Date, there is not Substantial
               Completion of the Landlord's Work for any reason, and such
               failure to substantially complete renders the Phase One Space or
               Phase Two Space, as applicable, untenantable for their intended
               purpose or Landlord is unable to tender possession of the
               applicable space to Tenant, then the Landlord may elect (without
               limiting the remedies available to Landlord as otherwise provided
               in this Lease) to postpone the Commencement Date or the Phase Two
               Move-In Date, as applicable, until the earliest to occur of the
               Lease Commencement Events or the Phase II Move-In Events, as
               applicable. Such postponement shall extend the scheduled
               expiration of the Term for a number of days equal to the
               postponement. Notwithstanding the foregoing, in the event there
               is not Substantial Completion of the Landlord's Work with
               seventy-five (75) calendar days (plus any period which is the
               result of Force Majeure, Tenant Delay, or a request for change by
               Tenant in the Space Plan or Working Drawings) of the scheduled
               Commencement Date or, as applicable, the Phase Two Move-In Date,
               which is the direct result of the Landlord's negligence or
               willful act, the Tenant may terminate this Lease by giving
               written notice to Landlord within ten (10) calendar days after
               the expiration of said seventy-five (75) day period. Whether or
               not Landlord makes such an election to postpone the Commencement
               Date and notwithstanding any provision in this Lease or any
               exhibit to the contrary, the remedies set forth in this paragraph
               6.3(c) shall be Tenant's sole and exclusive remedies for
               Landlord's delay in completing the Landlord's Work, the Tenant
               Improvements or tendering possession of the Premises to Tenant.
               The Landlord shall not be subject to any liability, including,
               without limitation, lost profits or incidental or consequential
               damages for any delay or inability to deliver possession of the
               Premises to the Tenant. Such a delay or failure shall not affect
               the validity of this Lease or the obligations of the Tenant
               hereunder, other than as set forth in this paragraph 6.3(c)
               above.

        7. SERVICES TO BE FURNISHED BY LANDLORD.

               7.1 GENERAL. Subject to applicable Legal Requirements,
        governmental standards for energy conservation, and Tenant's performance
        of its obligations hereunder, Landlord shall use all reasonable efforts
        to furnish the following services:

                      (a) Subject to the charges provided in Section 7.4 below,
               HVAC to the Premises during Building Operating Hours, at such
               temperatures and in such amounts as are reasonably suitable and
               standard [thus excluding air conditioning or heating for
               electronic data processing or other specialized equipment or
               specialized (nonstandard) Tenant requirements];

                      (b) hot and cold water at those points of supply common to
               all floors for lavatory and drinking purposes only;

                      (c) janitorial service five (5) days per week;

                      (d) periodic window washing in and about the Building and
               the Premises, anticipated to be accomplished approximately every
               3 or 4 months for outside windows and every 2 or 3 months for
               inside windows;

                      (e) elevator service, if necessary, to provide access to
               and egress from the Premises twenty-four hours per day, seven
               days per week;


                                       10

<PAGE>   14



                      (f) electric current twenty-four hours per day, seven days
               per week for normal office machines and other machines of low
               electrical consumption of not more than six (6) watts per square
               foot of Rentable Area of the Premises available for Tenant's use;
               and

                      (g) replacement of fluorescent lamps in Building Standard
               light fixtures installed by Landlord and of incandescent bulbs or
               fluorescent lamps in all public rest rooms, stairwells and other
               Common Areas in the Building.

               If any of the services described above or elsewhere in this Lease
        are interrupted, Landlord shall use reasonable diligence to promptly
        restore the same; provided, however, if as a result of any interruption
        of services the Premises will be uninhabitable or unusable by Tenant for
        three (3) consecutive business days, then Base Rent and Additional Rent
        shall be abated to the extent to which such condition interferes with
        Tenant's use of the Premises commencing on the first day of such
        condition and continuing until such condition is corrected. However,
        neither the interruption nor cessation of such services, nor the failure
        of Landlord to restore same, shall render Landlord liable for damages to
        person or property, or be construed as an eviction of Tenant, or work an
        abatement of Rent or relieve Tenant from fulfilling any of its other
        obligations hereunder.

               If not previously installed, Landlord may cause an electric
        and/or water meter(s) to be installed in the Premises of the Tenant in
        order to measure the amount of electricity and/or water consumed for any
        such use, and the cost of such meter(s) shall be paid promptly by
        Tenant.

               Certain security measures (both by electronic equipment and
        personnel) may be provided by Landlord in connection with the Building.
        However, Tenant hereby acknowledges that any such security is intended
        to be solely for the benefit of the Landlord and protecting its
        property, and while certain incidental benefits may accrue to the Tenant
        therefrom, any such security is not for the purpose of protecting either
        the property of Tenant or the safety of its employees, agents or
        invitees. By providing any such security, Landlord assumes no obligation
        to Tenant and shall have no liability arising therefrom except for
        matters arising from the willful misconduct of Landlord, its employees
        or agents.

               7.2 KEYS AND/OR ACCESS CARDS. Landlord shall furnish Tenant, at
        Landlord's expense, with up to One Hundred (100) keys and access cards,
        and at Tenant's expense with such additional keys and access cards as
        Tenant may request, to unlock or allow access to the Building and each
        corridor door entering the Premises. Tenant shall not install, or permit
        to be installed, any additional lock on any door into or in the Premises
        or make, or permit to be made, any duplicates of keys or access cards to
        the Premises without Landlord's prior consent, with the exception of a
        lock-out room designated in writing by Tenant. Landlord shall be
        entitled at all times to possession of a duplicate of all keys and
        access cards to all doors to or inside of the Premises. All keys and
        access cards referred to in this Section 7.2 shall remain the property
        of the Landlord. Upon the expiration or termination of the Term, Tenant
        shall surrender all such keys and access cards to Landlord and shall
        deliver to Landlord the combination to all locks on all safes, cabinets
        and vaults which will remain in the Premises. Landlord shall be entitled
        to install, operate and maintain a card reader and after- hours access
        card system, security systems and other control devices in or about the
        Premises and the Complex which regulate entry into the Building (or
        portions thereof) and monitor, by closed circuit television or
        otherwise, all persons leaving or entering the Complex, the Building and
        the Premises.

               7.3 TENANT IDENTITY, SIGNS AND OTHER MATTERS. Landlord shall
        disburse a portion of the Tenant Improvement Allowance, as defined in
        the Work Letter Agreement attached as Exhibit D, to provide and install,
        in Building Standard graphics, letters or numerals identifying Tenant's
        name and suite number adjacent to Tenant's entry door at one location
        per floor of the Building occupied by Tenant. Tenant's name, as set
        forth on the first page of this Lease, or as otherwise provided by
        Tenant in writing upon execution of this Lease, shall also be placed in
        the Building Directory located on the main level of the Building. Any
        subsequent modification to the listing of Tenant's name in the Building
        Directory shall be at Tenant's cost. Without Landlord's prior written
        consent, no other signs, numerals, letters, graphics, symbols or marks
        identifying Tenant shall be placed on the exterior, or in the interior
        if they are visible from the exterior, of the Premises.

               Tenant shall not place or suffer to be placed on any exterior
        door, wall or window of the Premises, on any part of the inside of the
        Premises which is visible from outside of the Premises, or elsewhere on
        the Complex, any sign, decoration, notice, logo, picture, lettering,
        attachment, advertising matter or other thing of any kind, without first
        obtaining Landlord's prior written

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<PAGE>   15



        approval, which Landlord may, in its discretion, grant or withhold.
        Landlord may, at Tenant's cost, and without notice or liability to
        Tenant, enter the Premises and remove any item erected in violation of
        this Section. Landlord may establish rules and regulations governing the
        size, type and design of all such items and Tenant shall abide by such
        rules and regulations.

               7.4 CHARGES. Tenant shall pay to Landlord monthly as billed, as
        Additional Rent, such charges as may be separately metered or as
        Landlord may compute for (a) any utility services utilized by Tenant for
        computers, data processing equipment or other electrical equipment in
        excess of that agreed to be furnished by Landlord pursuant to Section
        7.1, (b) lighting installed in the Premises in excess of Building
        Standard lighting, (c) HVAC and other services in excess of that stated
        in Section 7.1(a) or provided at times other than Building Operating
        Hours, and (d) janitorial services required with respect to Above
        Standard Tenant Improvements within the Premises. If Tenant wishes to
        use HVAC or electrical services to the Premises during hours other than
        Building Operating Hours, Landlord shall supply such HVAC, electrical
        and utility services at an hourly cost to Tenant of $17.50 per Service
        Area (defined below), as adjusted from time to time by Landlord
        consistent with prevailing market charges for such use. A "Service
        Area", as used in this Lease, shall be defined as the separate portions
        of the Premises as outlined on Exhibit B hereto (three Service Areas on
        Floor 5 and three Service Areas on Floor 6). Landlord may utilize a
        lighting and utility occupancy sensor in order to automatically
        determine and control use of HVAC, electrical and other utility
        services.

               7.5 OPERATING HOURS. Subject to Building Rules and Regulations
        and such security standards as Landlord may from time to time adopt, the
        Building shall be open to the public during the Building Operating Hours
        and the Premises shall be open to Tenant during hours other than
        Building Operating Hours.

        8. REPAIR AND MAINTENANCE.

               8.1 BY LANDLORD. Landlord shall provide the services to the
        Premises set forth in paragraph 7.1 above and shall maintain the
        Building (excepting the nonstructural portions of the Premises and
        portions of the Building leased by persons not affiliated with Landlord)
        in a good, clean and operable condition, making such repairs and
        replacements as may be required to maintain the Building in such
        condition. This Section 8.1 shall not apply to damage resulting from a
        Taking (as to which Section 14 shall apply), or damage resulting from a
        casualty (as to which Section 15.1 shall apply), or to damage for which
        Tenant is otherwise responsible under this Lease. Tenant hereby waives
        and releases any right it may have to make repairs to the Premises or
        Building at Landlord's expense under any law, statute, ordinance, rules
        and regulations now or hereafter in effect in any jurisdiction in which
        the Building is located.

               8.2 BY TENANT. Tenant, at Tenant's sole cost, shall maintain the
        nonstructural components of the Premises and every part of the Premises
        (including, without limitation, all floors, walls and ceilings and their
        coverings, doors and locks, furnishings, trade fixtures, signage,
        leasehold improvements, equipment and other personal property from time
        to time situated in or on the Premises) in good order, condition and
        repair, and in a clean, safe, operable, attractive and sanitary
        condition. Tenant will not commit or allow to remain any waste or damage
        to any portion of the Premises. Tenant shall repair or replace, subject
        to Landlord's direction and supervision, any damage to the Complex
        caused by Tenant or Tenant's agents, contractors or invitees, reasonable
        wear and tear excepted. If Tenant fails to make such repairs or
        replacements, Landlord may make the same at Tenant's cost. Such cost
        shall be payable to Landlord by Tenant on demand as Additional Rent. All
        contractors, workmen, artisans and other persons which or whom Tenant
        proposes to retain to perform work in the Premises (or the Complex,
        pursuant to the second sentence of this Section 8.2) pursuant to this
        Section 8.2 or Section 11 shall be approved by Landlord, in Landlord's
        reasonable discretion, prior to the commencement of any such work.

        9. TAXES ON TENANT'S PROPERTY. Tenant shall be liable for and shall pay,
before they become delinquent, all taxes and assessments levied against any
personal property placed by Tenant in the Premises (even if same becomes a
fixture by operation of law or the property of Landlord by operation of this
Lease), including any additional Impositions which may be assessed, levied,
charged or imposed against Landlord or the Building by reason of non-Building
Standard Items in the Premises. Tenant may withhold payments of any taxes and
assessments described in this Section 9 so long as Tenant contests its
obligation to pay in accordance with applicable law and the nonpayment thereof
does not pose a threat of loss or seizure of the Building or any interest of
Landlord therein.


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<PAGE>   16



        10. TRANSFER BY TENANT.

               10.1 GENERAL. Except as specifically provided in this Section
        10.1 below, Tenant shall not directly or indirectly, voluntarily or by
        operation of law, sell, assign, encumber, pledge or otherwise Transfer
        or hypothecate all or any part of the Premises or Tenant's leasehold
        estate hereunder, or permit the Premises to be occupied by anyone other
        than Tenant or sublet the Premises or any portion thereof without
        Landlord's prior written consent in Landlord's discretion (such consent
        not to be unreasonably withheld, conditioned or delayed), being obtained
        in each instance, subject to the terms and conditions contained in this
        paragraph. Notwithstanding the foregoing, but without waiving any other
        requirement for a Transfer as contained in this Section 10, Tenant shall
        have the right, without the prior consent of Landlord, to assign the
        Lease or sublet the whole or any part of the Premises to a corporation
        or entity (a "Related Entity") which: (i) is Tenant's parent
        organization, or (ii) is a wholly-owned subsidiary of Tenant or Tenant's
        parent organization, or (iii) is an organization of which Tenant or
        Tenant's parent owns in excess of fifty percent (50%) of the outstanding
        capital stock or has in excess of fifty percent (50%) ownership or
        control interest, or (iv) is the result of a consolidation, merger or
        reorganization with Tenant and/or Tenant's parent organization, or (v)
        is the Transferee of substantially all of Tenant's assets. Except as
        provided above, any attempted Transfer without Landlord's consent shall
        be void. If Tenant desires to effect a Transfer, it shall deliver to
        Landlord written notice thereof in advance of the date on which Tenant
        proposes to make the Transfer, together with all of the terms of the
        proposed Transfer and the identity of the proposed Transferee. Upon
        request by Landlord, such notice shall contain financial information
        concerning the proposed Transferee and other reasonable information
        regarding the transaction which Landlord may specify. Landlord shall
        have thirty (30) days following receipt of the notice and information
        within which to notify Tenant in writing whether Landlord elects (a) to
        refuse to consent to the Transfer and to continue this Lease in full
        force, or (b) to consent to the proposed Transfer. If Landlord fails to
        notify Tenant of its election within said thirty (30) day period,
        Landlord shall be deemed to have elected option (a). The consent by
        Landlord to a particular Transfer shall not be deemed a consent to any
        other Transfer. If a Transfer occurs without the prior written consent
        of Landlord as provided herein, Landlord may nevertheless collect rent
        from the Transferee and apply the net amount collected to the Rent
        payable hereunder, but such collection and application shall not
        constitute a waiver of the provisions hereof or a release of Tenant from
        the further performance of its obligations hereunder.

               10.2 CONDITIONS. The following conditions shall automatically
        apply to each Transfer, without the necessity of same being stated or
        referred to in Landlord's written consent:

                      (a) Tenant shall execute, have acknowledged and deliver to
               Landlord, and cause the Transferee to execute, have acknowledged
               and deliver to Landlord, an instrument in form and substance
               reasonably acceptable to Landlord in which (i) the Transferee
               adopts this Lease and agrees to perform, jointly and severally
               with Tenant, all of the obligations of Tenant hereunder, as to
               the space Transferred to it, including, without limitation, the
               prohibition against rent based on the income or profits derived
               from the Premises (any purported lease to the contrary being null
               and void), (ii) Tenant subordinates to Landlord's statutory lien
               and security interest any liens, security interests or other
               rights which Tenant may claim with respect to any property of the
               Transferee, (iii) Tenant agrees with Landlord that, if the rent
               or other consideration due by the Transferee exceeds the Rent for
               the transferred space, then Tenant shall pay Landlord as
               Additional Rent hereunder all such excess Rent and other
               consideration, net of reasonable leasing commissions and tenant
               improvement costs directly required in connection with such
               Transfer actually paid by Tenant, immediately upon Tenant's
               receipt thereof, (iv) Tenant and the Transferee agree to provide
               to Landlord, at their expense, direct access from a public
               corridor in the Building to the transferred space, (v) the
               Transferee agrees to use and occupy the Transferred space solely
               for the purpose specified in Section 4 and otherwise in strict
               accordance with this Lease, and (vi) Tenant acknowledges that,
               notwithstanding the Transfer, Tenant remains directly and
               primarily liable for the performance of all the obligations of
               Tenant hereunder (including, without limitation, the obligation
               to pay all Rent), and Landlord shall be permitted to enforce this
               Lease against Tenant or the Transferee, or all of them, without
               prior demand upon or proceeding in any way against any other
               persons; and

                      (b) Tenant shall deliver to Landlord a counterpart of all
               instruments relative to the Transfer executed by all parties to
               such transaction (except Landlord).


                                       13

<PAGE>   17



                      (c) If Tenant requests Landlord to consent to a proposed
               Transfer, Tenant shall pay to Landlord, whether or not consent is
               given, Landlord's reasonable costs, including, without
               limitation, reasonable attorneys' fees, incurred in connection
               with such request.

               10.3 LIENS. Without in any way limiting the generality of the
        foregoing, Tenant shall not grant, place or suffer, or permit to be
        granted, placed or suffered, against the Complex or any portion thereof,
        any lien, security interest, pledge, conditional sale contract, claim,
        charge or encumbrance (whether constitutional, statutory, contractual or
        otherwise) and, if any of the aforesaid does arise or is asserted,
        Tenant will, promptly upon demand by Landlord and at Tenant's expense,
        cause the same to be released.

               10.4 ASSIGNMENTS IN BANKRUPTCY. If this Lease is assigned to any
        person or entity pursuant to the provisions of the Bankruptcy Code, 11
        U.S.C. Section 101 et seq. (the "Bankruptcy Code"), any and all monies
        or other consideration payable or otherwise to be delivered in
        connection with such assignment shall be paid or delivered to Landlord,
        shall be and remain the exclusive property of Landlord and shall not
        constitute property of Tenant or of the Estate of Tenant within the
        meaning of the Bankruptcy Code.

        11.    ALTERATIONS. Tenant shall not make (or permit to be made) any
change, addition or improvement to the Premises (including, without limitation,
the attachment of any fixture or equipment) unless such change, addition or
improvement (a) equals or exceeds the Building Standard and utilizes only new
and first-grade materials, (b) is in conformity with all Legal Requirements, and
is made after obtaining any required permits and licenses, (c) is made with the
prior written consent of Landlord not to be unreasonably withheld, conditioned
or delayed, (d) is made pursuant to plans and specifications approved in writing
in advance by Landlord, (e) is made after Tenant has provided to Landlord such
reasonable indemnification and/or bonds requested by Landlord, including,
without limitation, a performance and completion bond in such form and amount as
may be satisfactory to Landlord to protect against claims and liens for labor
performed and materials furnished, and to insure the completion of any change,
addition or improvement, (f) is carried out by persons approved in writing by
Landlord who, if required by Landlord, deliver to Landlord before commencement
of their work proof of such insurance coverage as Landlord may require, with
Landlord named as an additional insured, and (g) is done only at such time and
in such manner as Landlord may reasonably specify. All such alterations,
improvements and additions (including all articles attached to the floor, wall
or ceiling of the Premises) shall, at Tenant's election, be (i) surrendered with
the Premises as part thereof at the termination or expiration of the Term,
without any payment, reimbursement or compensation therefor, and shall become
the property of Landlord, or (ii) removed by Tenant, at Tenant's expense, with
all damage caused by such removal repaired by Tenant, normal wear and tear
excepted. Tenant may remove Tenant's trade fixtures, office supplies, movable
office furniture and equipment not attached to the Building, provided such
removal is made prior to the expiration of the Term, no uncured Event of Default
has occurred and Tenant promptly repairs all damage caused by such removal.
Tenant shall indemnify, defend and hold harmless Landlord from and against all
liens, claims, damages, losses, liabilities and expenses, including attorneys'
fees, which may arise out of, or be connected in any way with, any such change,
addition or improvement. Within twenty (20) days following the imposition of any
lien resulting from any such change, addition or improvement, Tenant shall cause
such lien to be released of record by payment of money or posting of a proper
bond.

        12. PROHIBITED USES.

               12.1 GENERAL. Tenant will not (a) use, occupy or permit the use
        or occupancy of the Complex or Premises for any purpose or in any manner
        which is or may be, directly or indirectly, violative of any Legal
        Requirement, or contrary to Building Rules and Regulations, or dangerous
        to life or property, or a public or private nuisance, or disrupt,
        obstruct or unreasonably annoy the owners or any other tenant of the
        Building or adjacent buildings, (b) keep or permit to be kept any
        substance in, or conduct or permit to be conducted any operation from,
        the Premises which might emit offensive odors or conditions into other
        portions of the Building, or make undue noise or create undue
        vibrations, (c) commit or permit to remain any waste to the Complex or
        Premises, (d) install or permit to remain any improvements to the
        Complex or Premises, window coverings or other items (other than window
        coverings which have first been approved by Landlord) which are visible
        from the outside of the Premises, or exceed the structural loads of
        floors or walls of the Building, or adversely affect the mechanical,
        plumbing or electrical systems of the Building, or affect the structural
        integrity of the Building in any way, (e) permit the occupancy of the
        Premises at any time during the Lease Term to exceed one person
        (including visitors) per two hundred (200) square feet Rentable Area of
        space in the Premises, (f) violate any recorded covenants, conditions or
        restrictions that now or later affect the Complex or Building, or (g)
        commit or permit to be committed any action

                                       14

<PAGE>   18



        or circumstance in or about the Complex or Building which, directly or
        indirectly, would or might justify any insurance carrier in cancelling
        or increasing the premium on the fire and extended coverage insurance
        policy maintained by Landlord on the Complex or Building or contents,
        and if any increase results from any act of Tenant, then Tenant shall
        pay such increase promptly upon demand therefor by Landlord.

               12.2 HAZARDOUS MATERIALS. Without limiting the foregoing, Tenant
        shall not cause or permit any Hazardous Material (defined below) to be
        brought upon, kept or used in or about the Premises or Complex by
        Tenant, its agents, employees, contractors or invitees, without the
        prior written consent of Landlord. Notwithstanding the foregoing, Tenant
        may use and store types and quantities of materials and substances which
        may be or contain hazardous substances, provided that the same are of
        the type and in the quantities customarily found or used in offices for
        use of similar businesses, including packaging materials, commercial
        cleaning fluids and photocopier fluids. If Tenant breaches the
        obligations stated in the preceding sentence, or if the presence of
        Hazardous Materials on the Premises or Complex caused or permitted by
        Tenant results in contamination of the Premises or Complex, or if
        contamination of the Premises or Complex by Hazardous Material otherwise
        occurs for which Tenant is legally liable to Landlord for damage
        resulting therefrom, then Tenant shall indemnify, defend and hold
        Landlord harmless from any and all claims, judgments, damages,
        penalties, fines, costs, liabilities or losses (including, without
        limitation, diminution in value of the Premises or Complex, damages for
        the loss or restriction on use of rentable or usable space or any
        amenity of the Premises or Complex, damages arising from any adverse
        impact on marketing of space in the Building, and sums paid in
        settlement of claims, attorneys' fees, consultant fees and expert fees)
        which arise during or after the Lease Term as a result of such
        contamination. This indemnification of Landlord includes, without
        limitation, the obligation to reimburse Landlord for costs incurred in
        connection with any cleanup, remedial, removal or restoration work
        required by any federal, state or local governmental agency or political
        subdivision. Without limiting the foregoing, if the presence of any
        Hazardous Material in, on or about the Premises or Complex caused by or
        permitted by Tenant results in any contamination of the Premises or
        Complex, Tenant shall promptly take all actions at its sole expense as
        are necessary to return the Premises or Complex to the condition
        existing prior to the introduction of any Hazardous Material; provided,
        however, that Landlord's approval of such action shall first be
        obtained. "Hazardous Material" shall mean, in the broadest sense, any
        petroleum-based products, pesticides, paints, insolvents,
        polychlorinated, biphenyl, lead, cyanide, DDT, acids, ammonium compounds
        and other chemical products and any substance or material defined or
        designated as a hazardous or toxic, or other similar term, by any
        federal, state or local environmental statute, regulation or ordinance
        affecting the Premises or Complex presently in effect or that may be
        promulgated in the future, as such statutes, regulations and ordinances
        may be amended from time to time. In addition, Tenant shall execute
        affidavits, representations and the like from time to time at Landlord's
        request concerning Tenant's best knowledge and belief regarding the
        presence of hazardous substances or materials on the Premises. In all
        events, Tenant shall indemnify Landlord in the manner elsewhere provided
        in this Lease from any release of hazardous materials on the Premises to
        the extent caused by, or resulting from the acts of, Tenant or Tenant's
        employees, directors, partners, shareholders, contractors, agents,
        invitees or representatives occurring while Tenant is in possession, or
        elsewhere if caused by Tenant or persons acting under Tenant. The within
        covenants shall survive the expiration or earlier termination of the
        lease term.

               12.3 OVERSTANDARD TENANT USE. Tenant shall not, without
        Landlord's prior written consent, use heat-generating machines, other
        than standard equipment or lighting, or machines other than normal
        fractional horsepower office machines, in the Premises that may affect
        the temperature otherwise maintained by the air conditioning system or
        increase the water normally furnished to the Premises by Landlord.

        13. ACCESS BY LANDLORD. Upon reasonable prior notice (except in case of
emergency or to perform janitorial services), Landlord, its employees,
contractors, agents and representatives, shall have the right (and Landlord, for
itself and such persons and firms, hereby reserves the right) to enter the
Premises at all hours (a) to inspect, clean, maintain, repair, replace or alter
the Premises or the Building, (b) to show the Premises to prospective purchasers
(or, during the last twelve (12) months of the Term, to prospective tenants),
(c) to determine whether Tenant is performing its obligations hereunder and, if
it is not, to perform same at Landlord's option and Tenant's expense, or (d) for
any other purpose deemed reasonable by Landlord. In an emergency, Landlord (and
such persons and firms) may use any means to open any door into or in the
Premises without any liability therefor. Landlord shall use reasonable efforts
to minimize interference with Tenant's use of the Premises. Entry into the
Premises by Landlord or any other person or firm named in the first sentence of
this Section 13 for any purpose permitted herein shall not constitute a

                                       15

<PAGE>   19



trespass or an eviction (constructive or otherwise), or entitle Tenant to any
abatement or reduction of Rent, or constitute grounds for any claim (and Tenant
hereby waives any claim) for damages for any injury to or interference with
Tenant's business, for loss of occupancy or quiet enjoyment, or for
consequential damages.

        14. CONDEMNATION. If all of the Complex is Taken, or if so much of the
Complex is Taken that, in Landlord's opinion, the remainder cannot be restored
to an economically viable, quality office building, or if the awards payable to
Landlord as a result of any Taking are, in Landlord's opinion, inadequate to
restore the remainder to an economically viable, quality office building,
Landlord may, at its election, exercisable by the giving of written notice to
Tenant within sixty (60) days after the date of the Taking, terminate this Lease
as of the date of the Taking or the date Tenant is deprived of possession of the
Premises (whichever is later). Tenant may, at its election, exercisable by
giving sixty (60) days' written notice to Landlord, terminate this Lease in the
event a substantial (greater than 50%) portion of the Premises is taken
rendering the Premises inadequate for its continued use and occupancy by Tenant.
If this Lease is not terminated as a result of a Taking, Landlord shall restore
the Premises remaining after the Taking to a Building Standard condition. During
the period of restoration, Base Rent shall be abated to the extent the Premises
are rendered untenantable and, after the period of restoration, Base Rent and
Tenant's Share shall be reduced in the proportion that the area of the Premises
Taken or otherwise rendered untenantable bears to the area of the Premises just
prior to the Taking. If any portion of Base Rent is abated under this Section
14, Landlord may elect to extend the expiration date of the Term for the period
of the abatement. All awards, proceeds, compensation or other payments from or
with respect to any Taking of the Complex or any portion thereof shall belong to
Landlord, and Tenant hereby assigns to Landlord all of its right, title,
interest and claim to same. Whether or not this Lease is terminated as a
consequence of a Taking, all damages or compensation awarded for a partial or
total Taking, including any award for severance damage and any sums compensating
for diminution in the value of or deprivation of the leasehold estate under this
Lease, shall be the sole and exclusive property of Landlord. Tenant may assert a
claim for and recover from the condemning authority, but not from Landlord, such
compensation as may be awarded on account of Tenant's moving and relocation
expenses, and depreciation to and loss of Tenant's moveable personal property.
Tenant shall have no claim against Landlord for the occurrence of any Taking, or
for the termination of this Lease or a reduction in the Premises as a result of
any Taking.

        15. CASUALTY.

               15.1 GENERAL. Tenant shall give prompt written notice to Landlord
        of any casualty to the Complex of which Tenant is aware and any casualty
        to the Premises. If (a) the Complex or the Premises are totally
        destroyed, or (b) if the Complex or the Premises are partially destroyed
        but in Landlord's opinion they cannot be restored to an economically
        viable, quality office building, or (c) if the insurance proceeds
        payable to Landlord as a result of any casualty are, in Landlord's
        opinion, inadequate to restore the portion remaining to an economically
        viable, quality office building, or (d) if the damage or destruction
        occurs within twelve (12) months of the expiration of the Term, or (e)
        Landlord's Mortgagee requires insurance proceeds be applied to pay or
        reduce indebtedness rather than repair the Premises, Landlord may, at
        its election exercisable by the giving of written notice to Tenant
        within sixty (60) days after the casualty, terminate this Lease as of
        the date of the casualty or the date Tenant is deprived of possession of
        the Premises (whichever is later). If this Lease is not terminated by
        Landlord as a result of a casualty, Landlord shall (subject to Section
        15.2) restore the Premises to a Building Standard condition. If
        restoration of the Premises to a Building Standard Condition is not
        completed, or estimated by Landlord or its agents to be completed,
        within a period of one hundred sixty (160) days, Tenant may elect to
        terminate this Lease by providing written notice to Landlord within
        thirty (30) days after expiration of the one hundred sixty (160) day
        period, or, as applicable, within thirty (30) days after receipt by
        Tenant of a written estimate from Landlord of a time in excess of one
        hundred sixty (160) days to complete the restoration. If Tenant does not
        elect to terminate within this 30-day period, Tenant shall be deemed to
        have waived the option to terminate. During the period of restoration,
        Base Rent and Additional Rent shall be abated to the extent the Premises
        are rendered untenantable and, after the period of restoration, Base
        Rent and Tenant's Share shall be reduced in the proportion that the area
        of the Premises remaining tenantable after the casualty bears to the
        area of the Premises just prior to the casualty. Except for abatement of
        Base Rent, if any, Tenant shall have no claim against Landlord for any
        loss suffered by reason of any such damage, destruction, repair or
        restoration, nor may Tenant terminate this Lease as the result of any
        statutory provision in effect on or after the date of this Lease
        pertaining to the damage and destruction of the Premises or the
        Building. Landlord shall not be required to repair any damage or to make
        any restoration or replacement of any furnishings, trade fixtures,
        leasehold improvements, equipment, merchandise and other personal
        property installed in the Premises by Tenant or at the direct or
        indirect expense of Tenant.


                                       16

<PAGE>   20



               15.2   INTENTIONALLY LEFT BLANK.

        16. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT.

               16.1 GENERAL. This Lease, Tenant's leasehold estate created
        hereby, and all of Tenant's rights, titles and interests hereunder and
        in and to the Premises are hereby made subject and subordinate to any
        Mortgage presently existing or hereafter placed upon all or any portion
        of the Complex, and to any and all renewals, extensions, modifications,
        consolidations and replacements of any Mortgage and all advances made or
        hereafter to be made on the security of any Mortgage. Notwithstanding
        the foregoing, Landlord and Landlord's Mortgagee may, at any time upon
        the giving of written notice to Tenant and without any compensation or
        consideration being payable to Tenant, make this Lease, and the
        aforesaid leasehold estate and rights, titles and interests, superior to
        any Mortgage. In order to confirm the subordination (or, at the election
        of Landlord or Landlord's Mortgagee, the superiority of this Lease),
        upon the written request by Landlord or by Landlord's Mortgagee to
        Tenant, and within ten (10) days of the date of such request, and
        without any compensation or consideration being payable to Tenant,
        Tenant shall execute, have acknowledged and deliver a recordable
        instrument substantially in the form of Exhibit H hereto (which shall
        include non-disturbance provisions substantially as set forth therein
        confirming that this Lease, Tenant's leasehold estate in the Premises
        and all of Tenant's rights, titles and interests hereunder are subject
        and subordinate (or, at the election of Landlord or Landlord's
        Mortgagee, superior) to the Mortgage benefiting Landlord's Mortgagee.
        Without limiting the foregoing, upon request by Landlord's Mortgagee,
        the Landlord and Tenant shall execute such documents as Landlord's
        Mortgagee deems necessary to effect an amendment of this Lease. Tenant's
        failure to execute and deliver such instrument(s) as required in this
        Section 16 shall constitute a default under this Lease; provided,
        however, any such amendment may not materially adversely affect Tenant.

               16.2 ATTORNMENT. Upon the written request of any person or party
        succeeding to the interest of Landlord under this Lease, Tenant shall
        automatically become the tenant of and attorn to such successor in
        interest without any change in any of the terms of this Lease. No
        successor in interest shall be (a) bound by any payment of Rent for more
        than one month in advance, except payments of security for the
        performance by Tenant of Tenant's obligations under this Lease, or (b)
        subject to any offset, defense or damages arising out of a default or
        any obligations of any preceding Landlord. Neither Landlord's Mortgagee
        nor its successor in interest shall be bound by any amendment of this
        Lease entered into after Tenant has been given written notice of the
        name and address of Landlord's Mortgagee and without the written consent
        of Landlord's Mortgagee or such successor in interest, not to be
        unreasonably withheld or delayed. Any transferee or successor-
        in-interest shall not be liable for any acts, omissions or defaults of
        Landlord that occurred before the sale or conveyance, or the return of
        any security deposit except for deposits actually paid to the successor
        or transferee. Tenant agrees to give written notice of any default by
        Landlord to the holder of any Mortgage. Tenant further agrees that,
        before it exercises any rights or remedies under the Lease, other than
        Rent abatement as expressly provided herein, the holder of any Mortgage
        or other successor-in-interest shall have the right, but not the
        obligation, to cure the default within the same time, if any, given to
        Landlord to cure the default, plus an additional thirty (30) days. The
        subordination, attornment and mortgagee protection clauses of this
        Section 16 shall be self-operative and no further instruments of
        subordination, attornment or mortgagee protection need be required by
        any Landlord's Mortgagee or successor in interest thereto. Nevertheless,
        upon the written request therefor and without any compensation or
        consideration being payable to Tenant, Tenant agrees to execute, have
        acknowledged and deliver such instruments substantially in the form of
        Exhibit H hereto to confirm the same. Tenant shall from time to time, if
        so requested by Landlord and if doing so will not materially and
        adversely affect Tenant's economic interests under this Lease, join with
        Landlord in amending this Lease so as to meet the reasonable needs or
        requirements of any lender that is considering making or that has made a
        loan secured by all or any portion of the Complex.

        17. INSURANCE.

               17.1 GENERAL. Tenant shall obtain and maintain throughout the
        Term the following policies of insurance:

                      (a) commercial general liability insurance with a combined
               single limit for bodily injury and property damage of not less
               than One Million Dollars ($1,000,000) per occurrence, including,
               without limitation, contractual liability coverage for the
               performance by Tenant of the indemnity agreements set forth in
               Section 18;


                                       17

<PAGE>   21



                      (b) hazard insurance with special causes of loss,
               including theft coverage, insuring against fire, extended
               coverage risks, vandalism and malicious mischief, and including
               sprinkler leakage coverage, in an amount equal to the full
               replacement cost (without deduction for depreciation) of all
               furnishings, trade fixtures, leasehold improvements, equipment,
               merchandise and other personal property from time to time
               situated in or on the Premises;

                      (c) workers' compensation insurance satisfying Tenant's
               obligations under the workers' compensation laws of the State of
               Utah; and

                      (d) such other policy or policies of insurance as Landlord
               may reasonably require or as Landlord is then generally requiring
               from other tenants in the Building.

        Such minimum limits shall in no event limit the liability of Tenant
        under this Lease. Such liability insurance shall name Landlord, and any
        other person reasonably specified from time to time by Landlord, as an
        additional insured; such property insurance shall name Landlord as a
        loss payee as Landlord's interests may appear; and both such liability
        and property insurance shall be with companies acceptable to Landlord,
        having a rating of not less than A:XII in the most recent issue of
        Best's Key Rating Guide, Property-Casualty. All liability policies
        maintained by Tenant shall contain a provision that Landlord and any
        other additional insured, although named as an insured, shall
        nevertheless be entitled to recover under such policies for any loss
        sustained by Landlord and Landlord's agents and employees as a result of
        the acts or omissions of Tenant. Tenant shall furnish Landlord with
        certificates of coverage. No such policy shall be cancelable or subject
        to reduction of coverage or other modification except after thirty (30)
        days' prior written notice to Landlord by the insurer. All such policies
        shall be written as primary policies, not contributing with and not in
        excess of the coverage which Landlord may carry, and shall only be
        subject to such deductibles as may be approved in writing in advance by
        Landlord. Tenant shall, at least ten (10) days prior to the expiration
        of such policies, furnish Landlord with renewals of, or binders for,
        such policies. Landlord and Tenant waive all rights to recover against
        each other, against any other tenant or occupant of the Complex, and
        against the officers, directors, shareholders, partners, joint
        venturers, employees, agents, customers, invitees or business visitors
        of each other, or of any other tenant or occupant of the Building, for
        any loss or damage arising from any cause covered by any insurance
        carried by the waiving party, to the extent that such loss or damage is
        actually covered. Tenant shall cause all other assignees, subtenants, or
        successors of the Premises claiming by, through or under Tenant to
        execute and deliver to Landlord a waiver of claims similar to the waiver
        contained in this Section and to obtain such waiver of subrogation
        rights endorsements. Any Landlord's Mortgagee may, at Landlord's option,
        be afforded coverage under any policy required to be secured by Tenant
        under this Lease by use of a mortgagee's endorsement to the policy
        concerned.

               17.2 WAIVER OF SUBROGATION. Landlord and Tenant hereby waive all
        claims, rights of recovery and causes of action that either party or any
        party claiming by, through or under such party may now or hereafter have
        by subrogation or otherwise against the other party or against any of
        the other party's officers, directors, shareholders, partners or
        employees for any loss or damage that may occur to the Complex, the
        Premises, Tenant's improvements or any of the contents of any of the
        foregoing by reason of fire or other casualty, or by reason of any other
        cause except gross negligence or willful misconduct (thus including
        simple negligence of the parties hereto or their officers, directors,
        shareholders, partners or employees), that could have been insured
        against under the terms of (a) in the case of Landlord, the standard
        fire and extended coverage insurance policies available in the state
        where the Complex is located at the time of the casualty, and (b) in the
        case of Tenant, the fire and extended coverage insurance policies
        required to be obtained and maintained under Section 17.1; provided,
        however, that the waiver set forth in this Section 17.2 shall not apply
        to any deductibles on insurance policies carried by Landlord or to any
        coinsurance penalty which Landlord might sustain. Landlord and Tenant
        shall cause an endorsement to be issued to their respective insurance
        policies recognizing this waiver of subrogation.

               17.3 LANDLORD'S INSURANCE. Landlord shall obtain and maintain
        throughout the Term the following policies of insurance:

                      (a) All-risk property damage insurance on the Building,
               Building Improvements and personal property owned by Landlord in
               the amount of the full replacement values thereof, as the values
               may exist from time to time; and

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<PAGE>   22

                      (b) General liability insurance covering Landlord's
               operations and the Building with combined single limits of not
               less than $1,000,000 per occurrence for bodily injury and
               property damage; and

                      (c) All policies shall be issued by reasonable insurance
               companies authorized to do business in the state in which the
               Premises are located.

        18. INDEMNITY. Subject to paragraph 17.2, and except to the extent
caused by the gross negligence or willful misconduct of Landlord, its employees,
representatives or contractors, Tenant agrees to indemnify, defend and hold
Landlord and its officers, directors, partners and employees entirely harmless
from and against all liabilities, losses, demands, actions, expenses or claims,
including reasonable attorneys' fees and court costs for injury to or death of
any person or for damages to any property or for violation of law arising out of
or in any manner connected with (i) the use, occupancy or enjoyment of the
Premises and Complex by Tenant or Tenant's agents, employees or contractors, or
the clients and other invitees of Tenant, (ii) any work, activity or other thing
allowed or suffered by Tenant or Tenant's agents, employees or contractors to be
done in or about the Premises or Complex, (iii) any breach or default in the
performance of any obligation of Tenant under this Lease, and (iv) any negligent
or otherwise tortious act or failure to act by Tenant or Tenant's agents,
employees or contractors on or about the Premises or Complex.

        19. THIRD PARTIES; ACTS OF FORCE MAJEURE; EXCULPATION. Except to the
extent caused by the gross negligence or willful misconduct of Landlord, its
employees, representatives or contractors, Landlord shall have no liability to
Tenant, or to Tenant's officers, directors, shareholders, partners, employees,
agents, contractors or invitees, for bodily injury, death, property damage,
business interruption, loss of profits, loss of trade secrets or other direct or
consequential damages occasioned by (a) the acts or omissions of any other
tenant or such other tenant's officers, directors, shareholders, partners,
employees, agents, contractors or other invitees within the Complex, (b) Force
Majeure, or (c) vandalism, theft, burglary and other criminal acts (other than
those committed by Landlord and its employees). Except to the extent an injury,
loss, damage or destruction was proximately caused by Landlord's fraud, willful
act or violation of law, Tenant waives all claims against Landlord arising out
of injury to or death of any person or loss of, injury or damage to, or
destruction of any property of Tenant. Unless otherwise specifically provided in
this Lease, the remedies of Tenant for breach of this Lease by Landlord shall be
limited to abatement of Rent and/or termination of this Lease in the manner set
forth herein.

        20. INTENTIONALLY LEFT BLANK.

        21. CONTROL OF COMMON AREAS. Landlord shall have the exclusive control
over the Common Areas. Landlord may, from time to time, create different Common
Areas, close or otherwise modify the Common Areas, and reasonably modify the
Building Rules and Regulations with respect thereto; provided, however, that the
use by Tenant of the Building and Premises shall not be materially adversely
impacted.

        22. INTENTIONALLY LEFT BLANK.

        23. QUIET ENJOYMENT. Provided Tenant has performed all its obligations
under this Lease, Tenant shall and may peaceably and quietly have, hold, occupy,
use and enjoy the Premises during the Term subject to the provisions of this
Lease. Landlord shall warrant and forever defend Tenant's right to occupancy of
the Premises against the claims of any and all persons whosoever lawfully
claiming the same or any part thereof, by, through or under Landlord, but not
otherwise, subject to the provisions of this Lease.

        24. DEFAULT BY TENANT.

               24.1 EVENTS OF DEFAULT. Each of the following occurrences shall
        constitute an Event of Default (herein so called):

                      (a) the failure of Tenant to pay Base Rent, Additional
               Rent or any other amount due under this Lease as and when due
               hereunder and the continuance of such failure for a period of
               five (5) days after written notice from Landlord to Tenant
               specifying the failure; provided, however, after Landlord has
               given Tenant written notice pursuant to this clause 24.1(a) on
               two separate occasions, Landlord shall not be required to give
               Tenant any further notice under this clause 24.1(a); provided,
               however, that the obligation of Tenant to pay a late charge or
               interest pursuant to this Lease shall commence as of the due date
               of the Rent or other monetary obligation and not on the
               expiration of any grace period;


                                       19

<PAGE>   23

                      (b) the failure of Tenant to perform, comply with or
               observe any other agreement, obligation or undertaking of Tenant,
               or any other term, condition or provision in this Lease, and the
               continuance of such failure for a period of thirty (30) days
               after written notice from Landlord to Tenant specifying the
               failure, or, if reasonably required, such longer period (not to
               exceed 120 days) so long as Tenant timely and diligently
               commences and continues to completion the required cure;

                      (c) the involuntary transfer by Tenant of Tenant's
               interest in this Lease or other than specifically permitted
               pursuant to Section 10 hereof, the voluntary attempt to or actual
               transfer of its interest in this Lease, without Landlord's prior
               written consent;

                      (d) the failure of Tenant to discharge any lien placed as
               a result of Tenant's action or inaction upon the Premises or
               Building as set forth hereunder;

                      (e) the occurrence of a Net Tenant Delay, as defined in
               the Work Letter Agreement, of thirty (30) calendar days or more;

                      (f) the voluntary filing of a petition by Tenant (the term
               "Tenant" also meaning, for the purpose of this clause 24.1(d),
               any guarantor of the named Tenant's obligations hereunder) (i) in
               any bankruptcy or other insolvency proceeding, (ii) seeking any
               relief under the Bankruptcy Code or any similar debtor relief
               law, (iii) for the appointment of a liquidator or receiver for
               all or substantially all of Tenant's property or for Tenant's
               interest in this Lease, or (iv) to reorganize or modify Tenant's
               capital structure;

                      (g) the failure of Tenant, within ninety (90) days of the
               filing of an involuntary petition in any situation described in
               paragraph 24.1(f), to obtain its dismissal; and

                      (h) the admission by Tenant in writing that it cannot meet
               its obligations as they become due or the making by Tenant of an
               assignment for the benefit of its creditors.

               24.2 REMEDIES OF LANDLORD. Upon any Event of Default, Landlord
        may, at Landlord's option in its sole discretion, and in addition to all
        other rights, remedies and recourses afforded Landlord hereunder or by
        law or equity, do any one or more of the following:

                      (a) terminate this Lease by the giving of written notice
               to Tenant; reenter the Premises, with or without process of law;
               eject all parties in possession thereof; repossess and enjoy the
               Premises and all Tenant Improvements; and recover from Tenant all
               of the following: (i) all Rent and other amounts accrued
               hereunder to the date of termination, (ii) all amounts due under
               Section 24.3, and (iii) liquidated damages in an amount equal to
               (A) the total Rent that Tenant would have been required to pay
               for the remainder of the Term discounted to present value at the
               prime lending rate (or equivalent rate, however denominated) in
               effect on the date of termination at the largest national bank in
               the state where the Complex is located, minus (B) the
               then-present fair rental value of the Premises for such period,
               similarly discounted, plus any other amount necessary to
               compensate Landlord for all the detriment proximately caused by
               Tenant's failure to perform its obligations under this Lease or
               which would be likely to result therefrom, including, without
               limitation, attorneys' fees, brokers' commissions or finder's
               fees;

                      (b) terminate Tenant's right to possession of the Premises
               without terminating this Lease by the giving of written notice to
               Tenant, in which event Tenant shall pay to Landlord (i) all Rent
               and other amounts accrued hereunder to the date of termination of
               possession, (ii) all amounts due from time to time under Section
               24.3, and (iii) all Rent and other sums required hereunder to be
               paid by Tenant during the remainder of the Term, diminished by
               any net sums thereafter received by Landlord through reletting
               the Premises during said period. Reentry by Landlord in the
               Premises will not affect the obligations of Tenant hereunder for
               the unexpired Term. Landlord may bring action against Tenant to
               collect amounts due by Tenant on one or more occasions, without
               the necessity of Landlord's waiting until expiration of the Term.
               If Landlord elects to proceed under this Section 24.2(b), it may
               at any time elect to terminate this Lease pursuant to Section
               24.2(a);

                      (c) alter any and all locks and other security devices at
               the Premises without being obligated to deliver new keys to the
               Premises, unless Tenant has cured all Events of

                                       20

<PAGE>   24



               Default before Landlord has terminated this Lease under Section
               24.2(a) or has entered into a lease to relet all or a portion of
               the Premises;

                      (d) if an Event of Default specified in Section 24.1(c)
               occurs, Landlord may remove and store any property that remains
               on the Premises and, if Tenant does not claim such property
               within ten (10) days after Landlord has delivered to Tenant
               notice of such storage, Landlord may appropriate, sell, destroy
               or otherwise dispose of the property in question without notice
               to Tenant or any other person, and without any obligation to
               account for such property; and/or

                      (e) no taking possession of the Premises by Landlord shall
               be construed as Landlord's acceptance of a surrender of the
               Premises by Tenant or an election of Landlord to terminate this
               Lease unless written notice of such intention is given to Tenant.
               Notwithstanding any leasing or subletting without termination of
               the Lease, Landlord may at any time thereafter elect to terminate
               the Lease for Tenant's previous breach.

               24.3 PAYMENT BY TENANT. Upon any Event of Default, Tenant shall
        also pay to Landlord all costs and expenses incurred by Landlord,
        including court costs and reasonable attorneys' fees, in (a) retaking or
        otherwise obtaining possession of the Premises, (b) removing and storing
        Tenant's or any other occupant's property, (c) the unamortized portion
        (on a straight-line basis over the initial term of the Lease) of the
        cost of constructing the Tenant Improvements or otherwise incurred in
        connection with the Tenant Improvement Allowance Items as defined in the
        Work Letter Agreement, (d) repairing, restoring, altering, remodeling or
        otherwise putting the Premises into condition acceptable to a new tenant
        or tenants, (e) reletting all or any part of the Premises, (f) paying or
        performing the underlying obligation which Tenant failed to pay or
        perform, and (g) enforcing any of Landlord's rights, remedies or
        recourses arising as a consequence of the Event of Default.

               24.4 RELETTING. Upon termination of this Lease or upon
        termination of Tenant's right to possession of the Premises, Landlord
        shall use reasonable good faith efforts to mitigate its damages and
        relet the Premises on such terms and conditions as Landlord in its sole
        discretion may determine (including a term different than the Term,
        rental concessions, and alterations to and improvements of the
        Premises); however, Landlord shall not be obligated to relet the
        Premises before leasing other portions of the Building. Landlord shall
        not be liable for, nor shall Tenant's obligations hereunder be
        diminished because of, Landlord's failure to relet the Premises or
        collect rent due with respect to such reletting. If Landlord relets the
        Premises, rent Landlord receives from such reletting shall be applied to
        the payment of: first, any indebtedness from Tenant to Landlord other
        than Rent (if any); second, all costs, including for maintenance and
        alterations, incurred by Landlord in reletting; and third, Rent due and
        unpaid. In no event shall Tenant be entitled to the excess of any rent
        obtained by reletting over the Rent herein reserved.

               24.5 LANDLORD'S RIGHT TO PAY OR PERFORM. Upon an Event of
        Default, Landlord may, but without obligation to do so and without
        thereby waiving or curing such Event of Default, pay or perform the
        underlying obligation for the account of Tenant, and enter the Premises
        and expend the Security Deposit and any other sums for such purpose.

               24.6 NO WAIVER; NO IMPLIED SURRENDER. Provisions of this Lease
        may only be waived by the party entitled to the benefit of the provision
        evidencing the waiver in writing. Thus, neither the acceptance of Rent
        by Landlord following an Event of Default (whether known to Landlord or
        not), nor any other custom or practice followed in connection with this
        Lease, shall constitute a waiver by Landlord of such Event of Default or
        any other Event of Default. Further, the failure by Landlord to complain
        of any action or inaction by Tenant, or to assert that any action or
        inaction by Tenant constitutes (or would constitute, with the giving of
        notice and the passage of time) an Event of Default, regardless of how
        long such failure continues, shall not extinguish, waive or in any way
        diminish the rights, remedies and recourses of Landlord with respect to
        such action or inaction. No waiver by Landlord of any provision of this
        Lease or of any breach by Tenant of any obligation of Tenant hereunder
        shall be deemed to be a waiver of any other provision hereof, or of any
        subsequent breach by Tenant of the same or any other provision hereof.
        Landlord's consent to any act by Tenant requiring Landlord's consent
        shall not be deemed to render unnecessary the obtaining of Landlord's
        consent to any subsequent act of Tenant. No act or omission by Landlord
        (other than Landlord's execution of a document acknowledging such
        surrender) or Landlord's agents, including the delivery of the keys to
        the Premises, shall constitute an acceptance of a surrender of the
        Premises.

                                       21

<PAGE>   25




        25. DEFAULTS BY LANDLORD. Landlord shall not be in default under this
Lease, and Tenant shall not be entitled to exercise any right, remedy or
recourse against Landlord or otherwise as a consequence of any alleged default
by Landlord under this Lease, unless Landlord fails to perform any of its
obligations hereunder and said failure continues for a period of thirty (30)
days after Tenant gives Landlord and (provided that Tenant shall have been given
the name and address of Landlord's Mortgagee) Landlord's Mortgagee written
notice thereof specifying, with reasonable particularity, the nature of
Landlord's failure. If, however, the failure cannot reasonably be cured within
the thirty (30) day period, Landlord shall not be in default hereunder if
Landlord or Landlord's Mortgagee commences to cure the failure within the thirty
(30) days and thereafter pursues the curing of same for such longer period (not
to exceed 120 days) diligently to completion. If Tenant recovers a money
judgment against Landlord for Landlord's default of its obligations hereunder or
otherwise, the judgment shall be limited to Tenant's actual direct, but not
consequential, damages therefor and shall be satisfied only out of the interest
of Landlord in the Complex as the same may then be encumbered, and Landlord
shall not otherwise be liable for any deficiency. In no event shall Tenant have
the right to levy execution against any property of Landlord other than its
interest in the Complex. The foregoing shall not limit any right that Tenant
might have to obtain specific performance of Landlord's obligations hereunder.

        26. RIGHT OF REENTRY. Upon the expiration or termination of the Term for
whatever cause, or upon the exercise by Landlord of its right to reenter the
Premises without terminating this Lease, Tenant shall immediately, quietly and
peaceably surrender to Landlord possession of the Premises in "broom clean" and
good order, condition and repair, except only for ordinary wear and tear, and
repairs to be made by Landlord pursuant to Section 15.1. If Tenant is in default
under this Lease, Landlord shall have a lien on such personal property, trade
fixtures and other property as set forth in Section 38-3-1, et seq., of the Utah
Code Ann. (or any replacement provision). Landlord may require Tenant to remove
any personal property, trade fixtures, other property, alterations, additions
and improvements made to the Premises by Tenant or by Landlord for Tenant, and
to restore the Premises to their condition on the date of this Lease, except
only for ordinary wear and tear, and repairs to be made by Landlord pursuant to
Section 15.1. All personal property, trade fixtures and other property of Tenant
not removed from the Premises on the abandonment of the Premises or on the
expiration of the Term or sooner termination of this Lease for any cause shall
conclusively be deemed to have been abandoned and may be appropriated, sold,
stored, destroyed or otherwise disposed of by Landlord without notice to, and
without any obligation to account to, Tenant or any other person. Tenant shall
pay to Landlord all expenses incurred in connection with the disposition of such
property in excess of any amount received by Landlord from such disposition.
While Tenant remains in possession of the Premises after such expiration,
termination or exercise by Landlord of its reentry right, Tenant shall be deemed
to be occupying the Premises as a tenant-at-sufferance, subject to all of the
obligations of Tenant under this Lease, except that the daily Rent shall be one
hundred twenty-five percent (125%) of the per-day Rent in effect immediately
before such expiration, termination or exercise by Landlord. No such holding
over shall extend the Term. If Tenant fails to surrender possession of the
Premises in the condition herein required, Landlord may, at Tenant's expense,
restore the Premises to such condition.

        27. MISCELLANEOUS.

               27.1 INDEPENDENT OBLIGATIONS; NO OFFSET. The obligations of
        Tenant to pay Rent and to perform the other undertakings of Tenant
        hereunder constitute independent unconditional obligations to be
        performed at the times specified hereunder, regardless of any breach or
        default by Landlord hereunder. Tenant shall have no right, and Tenant
        hereby waives and relinquishes all rights which Tenant might otherwise
        have, to claim any nature of lien against the Complex or to withhold,
        deduct from or offset against any Rent or other sums to be paid to
        Landlord by Tenant.

               27.2 TIME OF ESSENCE. Time is of the essence with respect to each
        date or time specified in this Lease by which an event is to occur.

               27.3 APPLICABLE LAW. This Lease shall be governed by, and
        construed in accordance with, the laws of the State of Utah. All
        monetary and other obligations of Landlord and Tenant are performable in
        the county where the Complex is located.

               27.4 ASSIGNMENT BY LANDLORD. Landlord shall have the right to
        assign without notice or consent, in whole or in part, any or all of its
        rights, titles or interests in and to the Complex or this Lease and,
        upon any such assignment, Landlord shall be relieved of all unaccrued
        liabilities and obligations hereunder to the extent of the interest so
        assigned arising after the date of such transfer

                                       22

<PAGE>   26



        provided, however, the Landlord shall only be released of such unaccrued
        liabilities and obligations to the extent they are assumed by Landlord's
        assignee.

               27.5 ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS. From time to
        time at the request of Landlord or Landlord's Mortgagee, Tenant will
        within seven (7) calendar days, and without compensation or
        consideration execute, have acknowledged and deliver a certificate
        substantially in the form of Exhibit H hereto, setting forth the
        following: (a) a ratification of this Lease; (b) the Commencement Date,
        expiration date and other Lease information; (c) that this Lease is in
        full force and effect and has not been assigned, modified, supplemented
        or amended (except by such writing as shall be stated); (d) that all
        conditions under this Lease to be performed by Landlord have been
        satisfied or, in the alternative, those claimed by Tenant to be
        unsatisfied; (e) that no defenses or offsets exist against the
        enforcement of this Lease by Landlord or, in the alternative, those
        claimed by Tenant to exist; (f) whether within the knowledge of Tenant
        there are any existing breaches or defaults by Landlord hereunder and,
        if so, stating the defaults with reasonable particularity; (g) the
        amount of advance Rent, if any (or none if such is the case), paid by
        Tenant; (h) the date to which Rent has been paid; (i) the amount of the
        Security Deposit; and (j) such other information as Landlord or
        Landlord's Mortgagee may reasonably request. Landlord's Mortgagee and
        purchasers shall be entitled to rely on any estoppel certificate
        executed by Tenant. Tenant shall, within twenty (20) calendar days after
        Landlord's request, furnish to Landlord the most current financial
        statements available for Tenant (in no event less than annual), prepared
        in accordance with generally accepted accounting principles consistently
        applied and certified by Tenant to be true and correct.

               27.6 SIGNS, BUILDING NAME AND BUILDING ADDRESS. Landlord may,
        from time to time at its discretion, place any and all signs anywhere in
        the Complex, and may change the name and street address of the Complex.
        Tenant shall not, without Landlord's prior written consent, use the name
        of the Building for any purpose other than as the address of the
        business to be conducted by Tenant from the Premises.

               27.7 NOTICES. All notices and other communications given pursuant
        to this Lease shall be in writing and shall either be sent by overnight
        courier or mailed by first class United States mail, postage prepaid,
        registered or certified with return receipt requested, and addressed as
        set forth in Section "G" of the Basic Lease Information, or delivered in
        person to the intended addressee. Notice sent by overnight courier shall
        become effective one (1) business day after being sent. Notice mailed in
        the aforesaid manner shall become effective five (5) business days after
        deposit. Notice given in any other manner, and any notice given to
        Landlord, shall be effective only upon receipt by the intended
        addressee. Each party shall have the continuing right to change its
        address for notice hereunder by the giving of fifteen (15) days' prior
        written notice to the other party in accordance with this Section 27.7.

               27.8 ENTIRE AGREEMENT, AMENDMENT AND BINDING EFFECT. This Lease
        constitutes the entire agreement between Landlord and Tenant relating to
        the subject matter hereof, and all prior agreements relative hereto
        which are not contained herein are terminated. This Lease may be amended
        only by a written document duly executed by Landlord and Tenant (and, if
        a Mortgage is then in effect, by the Landlord's Mortgagee entitled to
        the benefits thereof), and any alleged amendment which is not so
        documented shall not be effective as to either party. The provisions of
        this Lease shall be binding upon and inure to the benefit of the parties
        hereto and their heirs, executors, administrators, successors and
        assigns; provided, however, that this Section 27.8 shall not negate,
        diminish or alter the restrictions on Transfers applicable to Tenant set
        forth elsewhere in this Lease.

               27.9 SEVERABILITY. This Lease is intended to be performed in
        accordance with and only to the extent permitted by all Legal
        Requirements. If any provision of this Lease or the application thereof
        to any person or circumstance shall, for any reason and to any extent,
        be invalid or unenforceable, but the extent of the invalidity or
        unenforceability does not destroy the basis of the bargain between the
        parties as contained herein, the remainder of this Lease and the
        application of such provision to other persons or circumstances shall
        not be affected thereby, but rather shall be enforced to the greatest
        extent permitted by law.

               27.10 NUMBER AND GENDER, CAPTIONS AND REFERENCES. As the context
        of this Lease may require, pronouns shall include natural persons and
        legal entities of every kind and character, the singular number shall
        include the plural, and the neuter shall include the masculine and the
        feminine gender. Section headings in this Lease are for convenience of
        reference only and are not intended, to any extent and for any purpose,
        to limit or define any section hereof. Whenever the terms

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<PAGE>   27



        "hereof," "hereby," "herein," "hereunder" or words of similar import are
        used in this Lease, they shall be construed as referring to this Lease
        in its entirety rather than to a particular section or provision, unless
        the context specifically indicates to the contrary. Any reference to a
        particular "Section" shall be construed as referring to the indicated
        section of this Lease.

               27.11 ATTORNEYS' FEES. In the event either party commences a
        legal proceeding to enforce any of the terms of this Lease, the
        prevailing party in such action shall have the right to recover
        reasonable attorneys' fees and costs from the other party, to be fixed
        by the court in the same action. "Legal proceedings" includes appeals
        from a lower court judgment as well as proceedings in the Federal
        Bankruptcy Court ("Bankruptcy Court"), whether or not they are adversary
        proceedings or contested matters. The "prevailing party" (i) as used in
        the context of proceedings in the Bankruptcy Court means the prevailing
        party in an adversary proceeding or contested matter, or any other
        actions taken by the non-bankrupt party which are reasonably necessary
        to protect its rights under this Lease, and (ii) as used in the context
        of proceedings in any court other than the Bankruptcy Court means the
        party that prevails in obtaining a remedy or relief which most nearly
        reflects the remedy or relief which the party sought.

               27.12 BROKERS. Tenant and Landlord hereby warrant and represent
        unto the other that it has not incurred or authorized any brokerage
        commission, finder's fees or similar payments in connection with this
        Lease, other than that which is due pursuant to a separate written
        agreement between the Landlord and Landlord's agents and subagents. Each
        party shall defend, indemnify and hold the other harmless from and
        against any claim for brokerage commission, finder's fees or similar
        payment arising by virtue of authorization of such party, or any
        Affiliate of such party, in connection with this Lease.

               27.13 INTEREST ON TENANT'S OBLIGATIONS. Any amount due from
        Tenant to Landlord which is not paid when due shall bear interest at the
        lesser of ten percent (10%) per annum or the maximum rate allowed by law
        from the date such payment is due until paid, but the payment of such
        interest shall not excuse or cure the default in payment.

               27.14 AUTHORITY. Each person executing this Lease on behalf of
        Tenant personally warrants and represents that (a) Tenant is a duly
        organized and existing legal entity, in good standing in the State of
        Utah, (b) Tenant has full right and authority to execute, deliver and
        perform this Lease, (c) this Lease is binding upon and enforceable
        against Tenant in accordance with its terms, (d) the person executing
        and delivering this Lease on behalf of Tenant was duly authorized to do
        so, and (d) upon request of Landlord, such person will deliver to
        Landlord satisfactory evidence of his or her authority to execute this
        Lease on behalf of Tenant.

               27.15 RECORDING. Neither this Lease (including any Exhibit
        hereto) nor any memorandum hereof shall be recorded without the prior
        written consent of Landlord.

               27.16 EXHIBITS. All Exhibits and written addenda hereto are
        incorporated herein for any and all purposes.

               27.17 MULTIPLE COUNTERPARTS. This Lease may be executed in two
        or more counterparts, each of which shall be an original, but all of
        which shall constitute but one instrument.

               27.18 SURVIVAL OF INDEMNITIES. The indemnity obligations of
        Tenant contained in this Lease shall survive the expiration or earlier
        termination of this Lease to and until the last to occur of (a) the last
        day permitted by law for the bringing of any claim or action with
        respect to which indemnification may be claimed, or (b) the date on
        which any claim or action for which indemnification may be claimed under
        such provision is fully and finally resolved and any compromise thereof
        or judgment or award thereon is paid in full. Payment shall not be a
        condition precedent to recovery upon any indemnification provision
        contained herein.

               27.19 MISCELLANEOUS. Any guaranty delivered in connection with
        this Lease is an integral part of this Lease and constitutes
        consideration given to Landlord to enter into this Lease. No amendment
        to this Lease shall be binding on Landlord or Tenant unless reduced to
        writing and signed by both parties. Each provision to be performed by
        Tenant shall be construed to be both a covenant and a condition. Venue
        on any action arising out of this Lease shall be proper only in the
        District Court of Salt Lake County, State of Utah. Landlord and Tenant
        waive trial by jury in any action, proceeding or counterclaim brought by
        either of them against the other on all matters arising out of this
        Lease or the use and occupancy of the Premises. The submission of this
        Lease to Tenant

                                       24

<PAGE>   28



        is not an offer to lease the Premises or an agreement by Landlord to
        reserve the Premises for Tenant. Landlord shall not be bound to Tenant
        until Tenant has duly executed and delivered duplicate original copies
        of this Lease to Landlord and Landlord has duly executed and delivered
        one of those duplicate original copies to Tenant.

        28.    TENANT SATELLITE SPACE.

               28.1 SATELLITE SPACE. Subject to the provisions of the Lease
        Agreement and as part of the Premises leased to Tenant hereunder,
        Landlord does hereby grant Tenant the right to the following space
        ("Space"):

                      (a) Space on the roof of the Building to place Tenant's
               satellite dish, as reasonably and specifically described and
               designated by Landlord (the "Satellite Space"); and

                      (b) At the location and in the manner designated by
               Landlord, space for cabling attended to Tenant's satellite dish
               from its location on the roof of the Building to its Premises on
               the fifth and sixth floors of the Building.

               28.2 RESTRICTIONS. Tenant's rights shall be subject to the
        following requirements:

                      (a) The use and occupancy of the Satellite Space by tenant
               shall be subject to all of the terms and provisions of the Lease
               Agreement;

                      (b) The occupancy by Tenant of the entire Premises during
               the Lease Term;

                      (c) Compliance with all applicable governmental laws,
               statutes, regulations, rules, codes and ordinances;

                      (d) Compliance with the provisions of the Lease Agreement
               in connection with the satellite dish and Satellite Space;

                      (e) All expenses in connection with the construction,
               installation and maintenance of the satellite dish and attendant
               cabling shall be paid by Tenant;

                      (f) The design, size, location and materials of the
               satellite dish and Satellite Space shall be reasonably approved
               in writing by Landlord;

                      (g) Payment by Tenant to Landlord, from time to time upon
               request from Landlord, of all expenses incurred by Landlord that
               are directly attributable to the satellite dish;

                      (h) Tenant's rights under this section may not be assigned
               or transferred to any assignee, subtenant or other Transferee of
               the Lease Agreement without Landlord's prior written consent; and

                      (i) Upon termination or expiration of the term of the
               Lease Agreement, Landlord shall have the right to permanently
               remove Tenant's satellite dish and attendant cabling at Tenant's
               expense.

               28.3 EXPENSES. Tenant shall bear all expenses relating to the
        costs associated with the repair or removal of the satellite dish, and
        restoration of the Satellite Space to the condition in which those
        portions of the Building existed before installation of Tenant's
        satellite dish. Tenant's payment and other obligations under this
        paragraph shall survive any expiration or earlier termination of the
        Lease Term. Tenant shall pay at the time and in the manner provided for
        the payment of Rent, the sum of $0.00 per month, which sum is to be
        included with the Monthly Base Rent and Annual Base Rent set forth in
        the Summary of Basic Lease Information, Section "C" of the Lease
        Agreement.

               28.4 USE OF SATELLITE DISH. Tenant will not use the satellite
        dish or the Satellite Space for any purpose or in any manner which
        violates the provisions of the Lease Agreement, or might make undue
        noise or create undue vibrations, or exceed the structural loads of the
        Building. It will be the responsibility of the Tenant to resolve all
        interference problems with other tenants of the

                                       25

<PAGE>   29



        Building and Landlord shall have no responsibility or liability in
        connection therewith, regardless of cause. Tenant shall not operate the
        satellite dish in any manner which will conflict or interfere with the
        activities of, or cause electrical or other interference to, the
        Landlord or any other tenant of the Building. Notwithstanding any other
        provision in the Lease Agreement to the contrary, Landlord shall not be
        liable or responsible to correct any interference problem created by any
        tenant, customer, invitee, or third party to the transmission or other
        use of the satellite dish by Tenant.

        29. NOTICE FOR POSSIBLE EXPANSION.

               29.1 NOTICE. Landlord shall provide Tenant with notice
        ("Expansion Notice") of the availability of potential Expansion Space
        (defined below) in the Building. In addition, Landlord will request that
        any affiliated entity of Landlord which owns other rentable space within
        the Cottonwood Corporate Center (an "Affiliated Entity") notify Tenant
        of other space containing at least 5,000 rentable square feet that
        becomes available in the Cottonwood Corporate Center.

               29.2 PROCEDURE AND LIMITATIONS. Landlord shall provide Tenant
        with the Expansion Notice upon the lapse of termination of all rights of
        first refusal, first offer rights or other rights pertaining to space
        within the Building containing at least 5,000 rentable square feet (the
        "Expansion Space"); provided, however, notwithstanding any other
        provision of this Section 29, Landlord shall not be liable to Tenant or
        otherwise in default under this Lease if Landlord fails to provide the
        Expansion Notice or Tenant is not otherwise given notice of the
        availability of other space within the Cottonwood Corporate Center. If
        Tenant wishes to make a proposal for any Expansion Space or other space
        within the Cottonwood Corporate Center which becomes available, Tenant
        shall, within five (5) business days from the date of the Expansion
        Notice or the date of notice from an Affiliated Entity, deliver written
        notice to Landlord of Tenant's desire to lease such space (the "Tenant's
        Notice"). The Landlord's Expansion Notice and the Tenant's Notice shall
        not constitute an agreement or contract between the parties, or
        otherwise be enforceable against either party, and the parties shall
        only be bound by a final definitive lease agreement executed by the
        parties in their sole discretion ("Expansion Space Lease Agreement"). In
        the event that, for any reason, the Expansion Space Lease Agreement is
        not fully executed by the parties within thirty (30) days of the
        Expansion Notice, this Section 29 shall terminate and be of no further
        force or effect.

               29.3 RESTRICTIONS. This Section 29 shall be personal to the
        originally named Tenant (and not any assignee or other Transferee of
        Tenant's interest in this Lease), shall be applicable only if (i) the
        Tenant occupies the entire Premises as of the date of the Expansion
        Notice, and (ii) Tenant is not in default under this Lease as of the
        date of the Expansion Notice or as of the scheduled date of delivery of
        the Expansion Space.

        EXECUTED as of the date and year above first written.

TENANT ACKNOWLEDGES THAT LANDLORD HAS MADE NO WARRANTIES TO TENANT, EITHER
EXPRESS OR IMPLIED EXCEPT AS EXPRESSLY STATED HEREIN.

                   TENANT:   PROMEDIX.COM


                             By: /S/ WM C. KLINTWORTH
                                --------------------------------------
                             Name: WM. C. KLINTWORTH
                                  ------------------------------------
                             Title: CEO
                                   -----------------------------------
                             Date: 1/19/00
                                  ------------------------------------

                   LANDLORD: 2755 E. COTTONWOOD PARKWAY, L.C., a Utah
                             limited liability company, by its following Manager

                                  COTTONWOOD PARTNERS MANAGEMENT,
                                  LTD., a Utah limited partnership, by its
                                  following general partner

                                     COTNET MANAGEMENT, INC., a Utah corporation


                                     By: /S/ JOHN L. WEST
                                        ----------------------------------------
                                         JOHN L. WEST, President

                                       26

<PAGE>   30



                                    EXHIBIT A

                            GLOSSARY OF DEFINED TERMS



a.      "ADDENDUM" shall mean all the addenda, exhibits and attachments, if any,
        attached to the Lease or to any exhibit to the Lease. All addenda are by
        definition incorporated into the Lease Agreement. Unless otherwise
        specifically provided, terms and phrases in any Addendum shall have the
        meaning of such terms and phrases as provided in the Lease Agreement and
        this Glossary of Defined Terms.

b.      "AFFILIATE" shall mean a person or party who or which controls, is
        controlled by or is under common control with, another person or party.

c.      "BUILDING" shall mean that certain office building and garage structure
        constructed on the Land, the street address of which is 2755 E.
        Cottonwood Parkway, Salt Lake County, Utah. The term "Building" shall
        include, without limitation, all fixtures and appurtenances in and to
        the aforesaid structure, including specifically but without limitation
        all above-grade walkways and all electrical, mechanical, plumbing,
        security, elevator, boiler, HVAC, telephone, water, gas, storm sewer,
        sanitary sewer and all other utility systems and connections, all life
        support systems, sprinklers, smoke detection and other fire protection
        systems, and all equipment, machinery, shafts, flues, piping, wiring,
        ducts, duct work, panels, instrumentation and other appurtenances
        relating thereto.

d.      "BUILDING OPERATING HOURS" shall mean 7:00 a.m. to 6:00 p.m. Monday
        through Friday, and Saturday 8:00 a.m. to 1:00 p.m., exclusive of
        Sundays and Holidays.

e.      "BUILDING RULES AND REGULATIONS" shall mean the rules and regulations
        governing the Complex promulgated by Landlord from time to time. The
        current Building Rules and Regulations maintained by Landlord are
        attached as Exhibit C hereto.

f.      "BUILDING STANDARD", when applied to an item, shall mean such item as
        has been designated by Landlord (orally or in writing) as generally
        applicable throughout the leased portions of the Building, as more fully
        set forth on Exhibit D2 hereto.

g.      "COMMENCEMENT DATE" shall mean the date of the commencement of the Term
        as determined pursuant to Section 6.3.

h.      "COMMON AREAS" shall mean all areas and facilities within the Complex
        which have been constructed and are being maintained by Landlord for the
        common, general, nonexclusive use of all tenants in the Building, as
        revised from time to time in Landlord's discretion, and shall include
        rest rooms, lobbies, corridors, service areas, elevators, stairs and
        stairwells, the Parking Facility, driveways, loading areas, ramps,
        walkways and landscaped areas.

i.      "COMPLEX" shall mean the Land and all improvements thereon, including
        the Building and the Parking Facility.

j.      "FISCAL YEAR" shall mean each fiscal year (or portion thereof) as
        designated by Landlord, in which any portion of the Lease Term falls,
        through and including the Fiscal Year in which the Lease Term expires.
        The Fiscal Year currently commences on January 1; however, Landlord may
        change the Fiscal Year at any time or times.

k.      "FORCE MAJEURE" shall mean the occurrence of any event which hinders,
        prevents or delays the performance by Landlord of any of its obligations
        hereunder and which is beyond the reasonable control of Landlord.

l.      "HOLIDAYS" shall mean (a) New Year's Day, Memorial Day, Independence
        Day, Labor Day, Thanksgiving Day and Christmas Day, (b) other days on
        which national or state banks located in the state where the Complex is
        located must or may close for ordinary operations, and (c) other days
        which are commonly observed as Holidays by the majority of tenants of
        the Building. If the Holiday occurs on a Saturday or Sunday, the Friday
        preceding or the Monday following may, at Landlord's discretion, be
        observed as a Holiday.

m.      "HVAC" shall mean the heating, ventilation and air conditioning systems
        in the Building.

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<PAGE>   31




n.      "IMPOSITIONS" shall mean (a) all real estate, personal property, rental,
        water, sewer, transit, use, occupancy and other taxes, assessments,
        charges, excises and levies (including any interest, costs or penalties
        with respect thereto), general and special, ordinary and extraordinary,
        foreseen and unforeseen, of any kind and nature whatsoever which are
        assessed, levied, charged or imposed upon or with respect to the
        Complex, or any portion thereof, or the sidewalks, streets or alleyways
        adjacent thereto, or the ownership, use, occupancy or enjoyment thereof
        (including but not limited to mortgage taxes and other taxes and
        assessments passed on to Landlord by Landlord's Mortgagee), and (b) all
        charges for any easement, license, permit or agreement maintained for
        the benefit of the Complex. "Impositions" shall not include income
        taxes, estate and inheritance taxes, excess profit taxes, franchise
        taxes, taxes imposed on or measured by the income of Landlord from the
        operation of the Complex, and taxes imposed on account of the transfer
        of ownership of the Complex or the Land. If any or all of the
        Impositions shall be discontinued and, in substitution therefor, taxes,
        assessments, charges, excises or impositions shall be assessed, levied,
        charged or imposed wholly or partially on the Rents received or payable
        hereunder (a "SUBSTITUTE IMPOSITION"), then the Substitute Imposition
        shall be deemed to be included within the term "Impositions."

o.      "LAND" shall mean the real property on which the Building is constructed
        and which is further described in Exhibit E hereto.

p.      "LANDLORD'S CONSENT OR LANDLORD'S APPROVAL" as used in this Agreement,
        shall mean the prior written consent or written approval of Landlord to
        the particular item or request. Unless otherwise provided in this Lease,
        the Landlord's consent or approval shall be determined in Landlord's
        reasonable discretion.

q.      "LANDLORD'S MORTGAGEE" shall mean the mortgagee of any mortgage, the
        beneficiary of any deed of trust, the pledgee of any pledge, the secured
        party of any security interest, the assignee of any assignment and the
        transferee of any other instrument of transfer (including the ground
        lessor of any ground lease on the Land) now or hereafter in existence on
        all or any portion of the Complex, and their successors, assigns and
        purchasers. "MORTGAGE" shall mean any such mortgage, deed of trust,
        pledge, security agreement, assignment or transfer instrument, including
        all renewals, extensions and rearrangements thereof and of all debts
        secured thereby.

r.      "LANDLORD'S WORK" shall mean all improvements, components, assemblies,
        installations, finish, labor, materials and services that Landlord is
        required to furnish, install, perform, provide or apply to the Premises
        as specified in the Work Letter Agreement.

s.      "LEGAL REQUIREMENTS" shall mean any and all (a) judicial decisions,
        orders, injunctions, writs, statutes, rulings, rules, regulations,
        promulgations, directives, permits, certificates or ordinances of any
        governmental authority in any way applicable to Tenant or the Complex,
        including but not limited to the Building Rules and Regulations, zoning,
        environmental and utility conservation matters, (b) requirements imposed
        on Landlord by any Landlord's Mortgagee, (c) insurance requirements, and
        (d) other documents, instruments or agreements relating to the Complex
        or to which the Complex may be bound or encumbered.

t.      "PARKING FACILITY" shall mean (a) any parking garage and any other
        parking lot or facility adjacent to or in the Complex servicing the
        Building, and (b) any parking area, open or covered, leased by Landlord
        to service the Building.

u.      "PERMITTED USE" means lawful, general business office purposes only, and
        no other purpose, in strict compliance with the Building Rules and
        Regulations from time to time in effect and all other Legal
        Requirements.

v.      "PHASE ONE SPACE" shall mean the portion of Premises on Floor 6.

w.      "PHASE TWO SPACE" shall mean the portion of Premises on Floor 5.

x.      "PREMISES" shall mean the area leased by Tenant pursuant to this Lease
        as outlined on the floor plan drawing attached as Exhibit B hereto and
        all other space added to the Premises pursuant to the terms of this
        Lease. The Premises includes the space between the interior surface of
        the walls and the top surface of the floor slab of the outlined area and
        the finished surface of the ceiling immediately above.


                                       A-2

<PAGE>   32



y.      "RENT" shall mean Base Rent, Additional Rent, the parking charge called
        for in Section 5.4 and all other amounts provided for under this Lease
        to be paid by Tenant, whether as Additional Rent or otherwise. "BASE
        RENT" shall mean the base rent specified in Section 5.1 as adjusted in
        accordance with Section 5.2. "BASE RENT ADJUSTMENT" shall mean the
        increase in the annual Base Rent as set forth in Section 5.2.
        "ADDITIONAL RENT" shall mean the additional rent specified in Section
        5.3.

z.      "RENTABLE AREA" shall mean the Rentable Area of the Premises and the
        Rentable Area of the Building as stated in Section "A" of the Summary of
        Basic Lease Information.

aa.     "SECURITY DEPOSIT" means the amount stated in Section "E" of the Summary
        of Basic Lease Information.

bb.     "SUBSTANTIAL COMPLETION" shall mean the completion of construction upon
        the Premises of the Landlord's Work pursuant to the approved Working
        Drawings, with the exception of any punch list items and any tenant
        fixtures, work-stations, built-in furniture or equipment to be installed
        by Tenant or under the supervision of Tenant and the issuance of a
        certificate of occupancy or other instrument allowing lawful occupancy
        of the Premises. Landlord's Substantial Completion shall also include
        the improved Building shell with common areas, main entry lobby,
        elevator cabs, and rest rooms substantially completed and reasonable
        usable by Tenant.

cc.     "TAKING" or "TAKEN" shall mean the actual or constructive condemnation,
        or the actual or constructive acquisition by or under threat of
        condemnation, eminent domain or similar proceeding, by or at the
        direction of any governmental authority or agency.

dd.     "TENANT'S SHARE" shall mean the percentage of Operating Expenses to be
        paid by Tenant in accordance with the provisions of the Lease. "Tenant's
        Share" shall be adjusted by Landlord from time to time to reflect
        adjustments to the then-current Rentable Area of the Building or the
        Premises. Landlord and Tenant stipulate that "Tenant's Share" shall
        initially mean the percentage stated in Section "D" of the Summary of
        Basic Lease Information.

ee.     "TRANSFER" shall mean (a) an assignment (direct or indirect, absolute or
        conditional, by operation of law or otherwise) by Tenant of all or any
        portion of Tenant's interest in this Lease or the leasehold estate
        created hereby, (b) a sublease of all or any portion of the Premises, or
        (c) the grant or conveyance by Tenant of any concession or license
        within the Premises. If Tenant is a corporation, then any transfer of
        this Lease by merger, consolidation or dissolution, or by any change in
        ownership or power to vote a majority of the voting stock (being the
        shares of stock regularly entitled to vote for the election of
        directors) in Tenant outstanding at the time of execution of this Lease
        shall constitute a Transfer. If Tenant is a partnership having one or
        more corporations as general partners, the preceding sentence shall
        apply to each corporation as if the corporation alone had been the
        Tenant hereunder. If Tenant is a general or limited partnership, joint
        venture or other form of association, the Transfer of a majority of the
        ownership interests therein shall constitute a Transfer. "TRANSFEREE"
        shall mean the assignee, sublessee, pledgee, concessionaire, licensee or
        other transferee of all or any portion of Tenant's interest in this
        Lease, the leasehold estate created hereby or the Premises.

ff.     "WORK LETTER AGREEMENT" shall mean the agreement, if any, attached as
        Exhibit D hereto between Landlord and Tenant for the construction of
        improvements in the Premises.

                                       A-3