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JMB 102 (2/89)
Base Years

                                 OFFICE LEASE

THIS LEASE made as of the 30th day of November, 1995 , between Carlyle Real
Estate Limited Partnership-XV an Illinois limited Partnership ("Landlord") and
Industrial Training Corporation a Maryland corporation whose address is 13515
Dulles Technology Drive, Herndon. VA 22071 ("Tenant").



                                  WITNESSETH:

                                   ARTICLE 1

                               PREMISES AND TERM

Landlord hereby leases to Tenant and Tenant hereby leases from Landlord that
certain space known as Suite(s) 590 ("Premises") described or shown on Exhibit A
attached hereto, in the building known as the RiverEdge Place ("Building")
located at 2000 River Edge Parkway, Atlanta, GA 30328 ("Property", as further
described in Article 25), subject to the provisions herein contained. The term
("Term") of this Lease shall commence on the 1st day of February, 1996
("Commencement Date"), and end on the 31st day of January, 2001 ("Expiration
Date"), unless sooner terminated as provided herein. The Commencement Date shall
be subject to adjustment as provided in Article 4. Landlord and Tenant agree
that for purposes of this Lease the rentable area of the Premises is 3,405
square feet and the rentable area of the Property is 231,423 square feet.


                                   ARTICLE 2

                                   BASE RENT

Tenant shall pay Landlord monthly Base Rent of Four thousand eight hundred
twenty-three and 75/100 Dollars ($4,823.75), in advance on or before the first
day of each calendar month during the Term, except that Base Rent for the first
full calendar month for which Base Rent shall be due. shall be paid when Tenant
executes this Lease. If the Term commences on a day other than the first day of
a calendar month, or ends on a day other than the last day of a calendar month,
then the Base Rent for such month shall be prorated on the basis of 1/30th of
the monthly Base Rent for each day of such month.


                                   ARTICLE 3

                                Additional Rent

(A) Taxes. Tenant shall pay Landlord an amount equal to Tenant's Prorata Share
of Taxes in excess of the amount of Taxes paid by Landlord during the calendar
year 1996 ("Base Tax Year"). The terms "Taxes" and "Tenant's Prorata Share"
shall have the meanings specified therefor in Article 25.

(B) OPERATING EXPENSES. Tenant shall pay Landlord an amount equal to Tenant's
Prorata Share of Operating Expenses in excess of the amount of Operating
Expenses paid by Landlord during the calendar year 1996 ("Base Expense Year").

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The terms "Operating Expenses" and "Tenant's Prorata Share" shall have the
meanings specified therefor in Article 25.

(D) MANNER OF PAYMENT. Taxes, and Operating Expenses shall be paid in the
following manner:

          (i) Landlord may reasonably estimate in advance the amounts Tenant
shall owe for Taxes and Operating Expense for any full or partial calendar year
of the Term. In such event, Tenant shall pay such estimated amounts, on a
monthly basis, on or before the first day of each calendar month, together with
Tenant's payment of Base Rent. Such estimate may be reasonably adjusted from
time to time by Landlord.

         (ii) Within 120 days after the end of each calendar year, or as soon
thereafter as practicable, Landlord shall provide a statement (the "Statement")
to Tenant showing: (a) the amount of actual Taxes and Operating Expenses for
such calendar year, with a listing of amounts for major categories of Operating
Expenses, and such amounts for the Base Years, (b) any amount paid by Tenant
towards Taxes and Operating Expenses during such calendar year on an estimated
basis, (c) any revised estimate of Tenant's obligations for Taxes and Operating
Expenses for the current calendar year.

        (iii) If the Statement shows that Tenant's estimated payments were
less than Tenant's actual obligations for Taxes and Operating Expenses for such
year, Tenant shall pay the difference. If the Statement shows an increase in
Tenant's estimated payments for the current calendar year, Tenant shall pay the
difference between the new and former estimates, for the period from January 1
of the current calendar year through the month in which the Statement is sent.
Tenant shall make such payments within thirty (30) days after Landlord sends the
Statement.

         (iv) If the Statement shows that Tenant's estimated payments exceeded
Tenant's actual obligations for Taxes and Operating Expenses, Tenant shall
receive a credit for the difference against payments of Rent next due. If the
Term shall have expired and no further Rent shall be due, Tenant shall receive a
refund of such difference, within thirty (30) days after Landlord sends the
Statement.

         (vi) So long as Tenant's obligations hereunder are not materially
adversely affected thereby, Landlord reserves the right to reasonably change,
from time to time, the manner or timing of the foregoing payments. In lieu of
providing one Statement covering Taxes, Operating Expenses, Landlord may provide
separate statements at the same or different times. No delay by Landlord in
providing the Statement (or separate statements) shall be deemed a default by
Landlord or a waiver of Landlord's right to require payment of Tenant's
obligations for actual or estimated Taxes or Operating Expenses. In no event
shall a decrease in Taxes or Operating Expenses below the Base Year amounts, or
a decrease in the CPI, ever decrease the monthly Base Rent, or give rise to a
credit in favor of Tenant.

(E) PRORATION. If the Term commences other than on January 1, or ends other than
on December 31, Tenant's obligations to pay estimated and actual amounts towards
Taxes and Operating Expenses for such first or final calendar years shall be
prorated to reflect the portion of such years included in the Term. Such
proration shall be made by multiplying the total estimated or actual (as the
case may be) Taxes and Operating Expenses, for such calendar years. as well as
the Base Year amounts, by a fraction, the numerator of which shall be the number
of days of the Term during such calendar year, and the denominator of which
shall be 365.

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(F) LANDLORD'S RECORDS. Landlord shall maintain records respecting Taxes and
Operating Expenses and determine the same in accordance with sound accounting
and management practices, consistently applied. Although this Lease contemplates
the computation of Taxes and Operating Expenses on a cash basis, Landlord shall
make reasonable and appropriate accrual adjustments to ensure that each calendar
year, including the Base Years, includes substantially the same recurring items.
Landlord reserves the right to change to a full accrual system of accounting so
long as the same is consistently applied and Tenant's obligations are not
materially adversely affected. Tenant or its representative shall have the right
to examine such records upon reasonable prior notice specifying such records
Tenant desires to examine, during normal business hours at the place or places
where such records are normally kept by sending such notice no later than forty-
five (45) days following the furnishing of the Statement. Tenant may take
exception to matters included in Taxes or Operating Expenses, or Landlord's
computation of Tenant's Prorata Share of either, by sending notice specifying
such exception and the reasons therefor to Landlord no later than thirty (30)
days after Landlord makes such records available for examination. Such Statement
shall be considered final, except as to matters to which exception is taken
after examination of Landlord's records in the foregoing manner and within the
foregoing times. Tenant acknowledges that Landlord's ability to budget and incur
expenses depends on the finality of such Statement, and accordingly agrees that
time is of the essence of this Paragraph.  If Tenant takes exception to any
matter contained in the Statement as provided herein, Landlord shall refer the
matter to an independent certified public accountant, whose certification as to
the proper amount shall be final and conclusive as between Landlord and Tenant.
Tenant shall promptly pay the cost of such certification unless such
certification determines that Tenant shall was overbilled by more than 2%.
Pending resolution of any such exceptions in the foregoing manner, Tenant shall
continue paying Tenant's Prorata Share of Taxes and Operating Expenses in the
amounts determined by Landlord, subject to adjustment after any such exceptions
are so resolved.

(G) RENT AND OTHER CHARGES. Base Rent, Taxes, Operating Expenses, and any other
amounts which Tenant is or becomes obligated to pay Landlord under this Lease or
other agreement entered in connection herewith, are sometimes herein referred to
collectively as "Rent,'' and all remedies applicable to the non-payment of Rent
shall be applicable thereto. Rent shall be paid at any office maintained by
Landlord or its agent at the Property, or at such other place as Landlord may
designate.


                                   ARTICLE 4

                             Commencement of Term

The Commencement Date set forth in Article 1 shall be delayed and Rent shall be
abated to the extent that Landlord fails: (i) to substantially complete any
improvements to the Premises required to be performed by Landlord under any
separate agreement signed by both parties, or (ii) to deliver possession of the
Premises for any other reason, including but not limited to holding over by
prior occupants, except to the extent that Tenant, its contractors, agents or
employees in any way contribute to either such failures. If Landlord so fails
for a ninety (90) day initial grace period, or such additional time as may be
necessary due to fire or other casualty, strikes, lock-outs or other labor
troubles, shortages of equipment or materials, governmental requirements, power
shortages or outages, acts or omissions of Tenant or other Persons, or other
causes beyond Landlord's reasonable control, Tenant shall have the right to
terminate this Lease by written notice to Landlord any time thereafter up until
Landlord substantially 

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completes any such improvements and delivers the Premises to Tenant. Any such
delay in the Commencement Date shall not subject Landlord to liability for loss
or damage resulting therefrom, and Tenant's sole recourse with respect thereto
shall be the abatement of Rent and right to terminate this Lease described
above. Upon any such termination, Landlord and Tenant shall be entirely relieved
of their obligations hereunder, and any Security Deposit and Rent payments shall
be returned to Tenant. If the Commencement Date is delayed, the Expiration Date
shall not be similarly extended, unless Landlord shall so elect (in which case,
the parties shall confirm the same in writing). During any period that Tenant
shall be permitted to enter the Premises prior to the Commencement Date other
than to occupy the same (e.g., to perform alterations or improvements). Tenant
shall comply with all terms and provisions of this Lease, except those
provisions requiring the payment of Rent. If Tenant shall be permitted to enter
the Premises prior to the Commencement Date for the purpose of occupying the
same, Rent shall commence on such date, and if Tenant shall commence occupying
only a portion of the Premises prior to the Commencement Date, Rent shall be
prorated based on the number of rentable square feet occupied by Tenant.
Landlord shall permit early entry, provided the Premises are legally available
and Landlord has completed any work required under this Lease or any separate
agreement entered in connection herewith.


                                   ARTICLE 5

                             Condition of Premises

Tenant has inspected the Premises, Property, Systems and Equipment (as defined
in Article 25), or has had an opportunity to do so, and agrees to accept the
same "as is" without any agreements, representations, understandings or
obligations on the part of Landlord to perform any alterations, repairs or
improvements except as expressly provided in any separate agreement that may be
signed by the parties.


                                   ARTICLE 6

                                 Use and Rules

Tenant shall use the Premises for offices and no other purpose whatsoever, in
compliance with all applicable Laws, and without disturbing or interfering with
any other tenant or occupant of the Property. Tenant shall not use the Premises
in any manner so as to cause a cancellation of Landlord's insurance policies, or
an increase in the premiums thereunder. Tenant shall comply with all rules set
forth in Rider One attached hereto (the "Rules"). Landlord shall have the right
to reasonably amend such Rules and supplement the same with other reasonable
Rules (not expressly inconsistent with this Lease) relating to the Property, or
the promotion of safety, care, cleanliness or good order therein, and all such
amendments or new Rules shall be binding upon Tenant after five (5) days notice
thereof to Tenant. All Rules shall be applied on a non-discriminatory basis, but
nothing herein shall be construed to give Tenant or any other Person (as defined
in Article 25) any claim, demand or cause of action against Landlord arising out
of the violation of such Rules by any other tenant, occupant, or visitor of the
Property, or out of the enforcement or waiver of the Rules by Landlord In any
particular instance.

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                                   ARTICLE 7
                            Services and Utilities

Landlord shall provide the following services and utilities (the cost of which
shall be included in Operating Expenses unless otherwise stated herein or in any
separate rider hereto):

(A) Electricity for standard office lighting fixtures, and equipment and
accessories customary for offices (up to 280 hours per month) where: (1) the
connected electrical load of all of the same does not exceed an average of 4
watts per square foot of the Premises (or such lesser amount as may be
available, based on the safe and lawful capacity of the existing electrical
circuit(s) and facilities serving the Premises), (2) the electricity will be at
nominal 120 volts, single phase (or 110 volts, depending on available service in
the Building), and (3) the safe and lawful capacity of the existing electrical
circuit(s) serving the Premises is not exceeded.

(B) Heat and air-conditioning to provide a temperature required, in Landlord's
reasonable opinion and in accordance with applicable Law, for occupancy of the
Premises under normal business operations, from 8:00 a.m. until 6:00 p.m. Monday
through Friday, except on Holidays (as defined in Article 25). Landlord shall
not be responsible for inadequate air-conditioning or ventilation to the extent
the same occurs because Tenant uses any item of equipment consuming more than
500 watts at rated capacity without providing adequate air-conditioning and
ventilation therefor.

(C) Water for drinking, lavatory and toilet purposes at those points of supply
provided for nonexclusive general use of other tenants at the Property.

(D) Customary office cleaning and trash removal service Monday through Friday or
Sunday through Thursday in and about the Premises.

(E) Operatorless passenger elevator service (if the Property has such equipment
serving the Premises) and freight elevator service (if the Property has such
equipment serving the Premises, and subject to scheduling by Landlord) In common
with Landlord and other tenants and their contractors, agents and visitors.

(F) Landlord shall seek to provide such extra utilities or services as Tenant
may from time to time request, if the same are reasonable and feasible for
Landlord to provide and do not involve modifications or additions to the
Property or existing Systems and Equipment (as defined in Article 25), and if
Landlord shall receive Tenant's request within a reasonable period prior to the
time such extra utilities or services are required. Landlord may comply with
written or oral requests by any officer or employee of Tenant, unless Tenant
shall notify Landlord of, or Landlord shall request, the names of authorized
individuals (up to 3 for each floor on which the Premises are located) and
procedures for written requests. Tenant shall, for such extra utilities or
services, pay such charges as Landlord shall from time to time reasonably
establish. All charges for such extra utilities or services shall be due at the
same time as the installment of Base Rent with which the same are billed, or if
billed separately, shall be due within twenty (20) days after such billing.

Landlord may install and operate meters or any other reasonable system for
monitoring or estimating any services or utilities used by Tenant in excess of
those required to be provided by Landlord under this Article (including a system
for Landlord's engineer to reasonably estimate any such excess usage). If such
system indicates such excess services or utilities, Tenant shall pay Landlord's
reasonable charges for installing and operating such system and any
supplementary air-conditioning, ventilation, heat, electrical or other systems
or equipment (or adjustments or modifications to the existing Systems and
Equipment), and Landlord's reasonable charges for such amount of excess services
or utilities used by Tenant.

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Landlord does not warrant that any services or utilities will be free from
shortages, failures, variations, or interruptions caused by repairs,
maintenance, replacements, improvements, alterations, changes of service,
strikes, lockouts, labor controversies, accidents, inability to obtain services,
fuel, steam, water or supplies, governmental requirements or requests, or other
causes beyond Landlord's reasonable control. None of the same shall be deemed an
eviction or disturbance of Tenant's use and possession of the Premises or any
part thereof, or render Landlord liable to Tenant for abatement of Rent, or
relieve Tenant from performance of Tenant's obligations under this Lease.
Landlord in no event shall be liable for damages by reason of loss of profits,
business interruption or other consequential damages.


                                   ARTICLE 8

                             Alterations and Liens

Tenant shall make no additions, changes, alterations or improvements (the
"Work") to the Premises or the Systems and Equipment (as defined in Article 25)
pertaining to the Premises without the prior written consent of Landlord.
Landlord may impose reasonable requirements as a condition of such consent
including without limitation the submission of plans and specifications for
Landlord's prior written approval, obtaining necessary permits, posting bonds,
obtaining insurance, prior approval of contractors, subcontractors and
suppliers, prior receipt of copies of all contracts and subcontracts, contractor
and subcontractor lien waivers, affidavits listing all contractors,
subcontractors and suppliers, use of union labor (if Landlord uses union labor),
affidavits from engineers acceptable to Landlord stating that the Work will not
adversely affect the Systems and Equipment or the structure of the Property, and
requirements as to the manner and times in which such Work shall be done. All
Work shall be performed in a good and workmanlike manner and all materials used
shall be of a quality comparable to or better than those in the Premises and
Property and shall be in accordance with plans and specifications approved by
Landlord, and Landlord may require that all such Work be performed under
Landlord's supervision. If Landlord consents or supervises, the same shall not
be deemed a warranty as to the adequacy of the design, workmanship or quality of
materials, and Landlord hereby expressly disclaims any responsibility or
liability for the same. Landlord shall under no circumstances have any
obligation to repair, maintain or replace any portion of the Work.

Tenant shall keep the Property and Premises free from any mechanic's,
materialman's or similar liens or other such encumbrances in connection with any
Work on or respecting the Premises not performed by or at the request of
Landlord, and shall indemnify and hold Landlord harmless from and against any
claims, liabilities, judgments, or costs (including attorneys' fees) arising out
of the same or in connection therewith. Tenant shall give Landlord notice at
least twenty (20) days prior to the commencement of any Work on the Premises (or
such additional time as may be necessary under applicable Laws), to afford
Landlord the opportunity of posting and recording appropriate notices of non-
responsibility. Tenant shall remove any such lien or encumbrance by bond or
otherwise within thirty (30) days after written notice by Landlord, and if
Tenant shall fail to do so, Landlord may pay the amount necessary to remove such
lien or encumbrance, without being responsible for investigating the validity
thereof. The amount so paid shall be deemed additional Rent under this Lease
payable upon demand, without limitation as to other remedies available to
Landlord under this Lease.  Nothing contained in this Lease shall authorize
Tenant to do any act which shall subject Landlord's title to the Property or
Premises to any liens or encumbrances whether claimed by operation of law or
express or implied contract. Any claim to a lien or encumbrance upon the
Property or Premises arising in connection with any Work on or respecting the
Premises not performed by or at the request of Landlord shall be null and void,
or at Landlord's option shall attach only 

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against Tenant's interest in the Premises and shall in all respects be
subordinate to Landlord's title to the Property and Premises.


                                   ARTICLE 9

                                    Repairs

Except for customary cleaning and trash removal provided by Landlord under
Article 7, and damage covered under Article 10, Tenant shall keep the Premises
in good and sanitary condition, working order and repair (including without
limitation, carpet, wall-covering, doors, plumbing and other fixtures,
equipment, alterations and improvements whether installed by Landlord or
Tenant). In the event that any repairs, maintenance or replacements are
required, Tenant shall promptly arrange for the same either through Landlord for
such reasonable charges as Landlord may from time to time establish, or such
contractors as Landlord generally uses at the Property or such other contractors
as Landlord shall first approve in writing, and in a first class, workmanlike
manner approved by Landlord in advance in writing. If Tenant does not promptly
make such arrangements, Landlord may, but need not, make such repairs,
maintenance and replacements, and the costs paid or incurred by Landlord
therefor shall be reimbursed by Tenant promptly after request by Landlord.
Tenant shall indemnify Landlord and pay for any repairs, maintenance and
replacements to areas of the Property outside the Premises, caused, in whole or
in part, as a result of moving any furniture, fixtures, or other property to or
from the Premises, or by Tenant or its employees, agents, contractors, or
visitors (notwithstanding anything to the contrary contained in this Lease).
Except as provided in the preceding sentence, or for damage covered under
Article 10, Landlord shall keep the common areas of the Property in good and
sanitary condition. working order and repair (the cost of which shall be
included in Operating Expenses, as described in Article 25, except as limited
therein).


                                  ARTICLE 10

                                Casualty Damage

If the Premises or any common areas of the Property providing access thereto
shall be damaged by fire or other casualty, Landlord shall use available
insurance proceeds to restore the same. Such restoration shall be to
substantiate the condition prior to the casualty, except for modifications
required by zoning and building codes and other Laws or by any Holder (as
defined in Article 25), any other modifications to the common areas, deemed
desirable by Landlord (provided access to the Premises is not materially
impaired), and except that Landlord shall not be required to repair or replace
any of Tenant's furniture, furnishings, fixtures or equipment, or any
alterations or improvements in excess of any work performed or paid for by
Landlord under any separate agreement signed by the parties in connection
herewith, Landlord shall not be liable for any inconvenience or annoyance to
Tenant or its visitors, or injury to Tenant's business resulting in any way from
such damage or the repair thereof. However, Landlord shall allow Tenant a
proportionate abatement of Rent during the time and to the extent the Premises
are unfit for occupancy for the purposes permitted under this Lease and not
occupied by Tenant as a result thereof (unless Tenant or its employees or agents
caused the damage). Notwithstanding the foregoing to the contrary, Landlord may
elect to terminate this Lease by notifying Tenant in writing of such termination
within sixty (60) days after the date of damage (such termination notice to
include a termination date providing at least ninety (90) days for Tenant to
vacate the Premises), if the Property shall be materially damaged by Tenant or
its employees or agents, or if the Property shall be damaged by fire or other
casualty or cause such that: (a) repairs to the Premises and access thereto
cannot reasonably be completed within 120 days after the 

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casualty without the payment of overtime or other premiums, (b) more than 25% of
the Premises is affected by the damage, and fewer than 24 months remain in the
Term, or any material damage occurs to the Premises during the last 12 months of
the Term, (c) any Holder (as defined in Article 25) shall require that the
insurance proceeds or any portion thereof be used to retire the Mortgage debt
(or shall terminate the ground lease, as the case may be), or the damage is not
fully covered by Landlord's insurance policies, or (d) the cost of the repairs,
alterations, restoration or improvement work would exceed 25% of the replacement
value of the Building, or the nature of such work would make termination of this
Lease necessary or convenient. Tenant agrees that Landlord's obligation to
restore, and the abatement of Rent provided herein, shall be Tenant's sole
recourse in the event of such damage, and waives any other rights Tenant may
have under any applicable Law to terminate the Lease by reason of damage to the
Premises or Property. Tenant acknowledges that this Article represents the
entire agreement between the parties respecting damage to the Premises or
Property.


                                  ARTICLE 11

                 Insurance, Subrogation, and Waiver of Claims

Tenant shall maintain during the Term comprehensive (or commercial) general
liability insurance, with limits of not less than $1,000,000 combined single
limit for personal injury, bodily injury or death, or property damage or
destruction (including loss of use thereof) for any one occurrence. Tenant shall
also maintain during the Term worker compensation insurance as required by
statute, and primary, non-contributory, "all-risks" property damage insurance
covering Tenant's personal property, business records, fixtures and equipment,
for damage or other loss caused by fire or other casualty or cause including,
but not limited to, vandalism and malicious mischief, theft, water damage of any
type, including sprinkler leakage, bursting or stoppage of pipes, explosion,
business interruption. and other insurable risks in amounts not less than the
full insurable replacement value of such property and full insurable value of
such other interests of Tenant (subject to reasonable deductible amounts).
Landlord shall, as part of Operating Expenses, maintain during the Term
comprehensive (or commercial) general liability insurance, with limits of not
less than $1,000,000 combined single limit for personal injury, bodily injury or
death, or property damage or destruction (including loss of use thereof) for any
one occurrence. Landlord shall also, as part of Operating Expenses, maintain
during the Term worker compensation insurance as required by statute, and
primary, non-contributory, extended coverage or "all-risks" property damage
insurance, in an amount equal to at least ninety percent (90%) of the full
insurable replacement value of the Property (exclusive of the costs of
excavation, foundations and footings, and such risks required to be covered by
Tenant's insurance, and subject to reasonable deductible amounts), or such other
amount necessary to prevent Landlord from being a co-insured, and such other
coverage as Landlord shall deem appropriate or that may be required by any
Holder (as defined in Article 25).

Tenant shall provide Landlord with certificates evidencing such coverage (and,
with respect to liability coverage, showing Landlord and such other parties as
Landlord may designate from time to time as additional insureds) prior to
Commencement Date, which shall state that such insurance coverage may not be
changed or cancelled without at least twenty (20) days' prior written notice to
Landlord, and shall provide renewal certificates to Landlord at least twenty
(20) days prior to expiration of such policies. Landlord may periodically, but
not more often than every five years, require that Tenant reasonably increase
the aforementioned coverage. Except as provided to the contrary herein, any

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insurance carried by Landlord or Tenant shall be for the sole benefit of the
party carrying such insurance. Any insurance policies hereunder may be "blanket
policies". All insurance required hereunder shall be provided by responsible
insurers and Tenant's insurer shall be reasonably accepted to Landlord. By this
Article, Landlord and Tenant intend that their respective property loss risks
shall be borne by responsible insurance carriers to the extent above provided,
and Landlord and Tenant hereby agree to look solely to, and seek recovery only
from, their respective insurance carriers in the event of a property loss to the
extent that such coverage is agreed to be provided hereunder. The parties each
hereby waive all rights and claims against each other for such losses, and waive
all rights of subrogation of their respective insurers, provided such waiver of
subrogation shall not affect the right of the insured to recover thereunder. The
parties agree that their respective insurance policies are now, or shall be,
endorsed such that said waiver of subrogation shall not affect the right of the
insured to recover thereunder, so long as no material additional premium is
charged therefor.


                                  ARTICLE 12

                                 CONDEMNATION

If the whole or any material part of the Premises or Property shall be taken by
power of eminent domain or condemned by any competent authority for any public
or quasi-public use or purpose, or if any adjacent property or street shall be
so taken or condemned, or reconfigured or vacated by such authority in such
manner as to require the use, reconstruction or remodeling of any part of the
Premises or Property, or if Landlord shall grant a deed or other instrument in
lieu of such taking by eminent domain or condemnation. Landlord shall have the
option to terminate this Lease upon ninety (90) days notice, provided such
notice is given no later than 180 days after the date of such taking,
condemnation, reconfiguration, vacation, deed or other instrument. Tenant shall
have reciprocal termination rights if the whole or any material part of the
Premises is permanently taken, or if access to the Premises is permanently
materially impaired. Landlord shall be entitled to receive the entire award or
payment in connection therewith, except that Tenant shall have the right to file
any separate claim available to Tenant for any taking of Tenant's personal
property and fixtures belonging to Tenant and removable by Tenant upon
expiration of the Term, and for moving expenses (so long as such claim does not
diminish the award available to Landlord or any Holder, and such claim is
payable separately to Tenant). All rent shall be apportioned as of the date of
such termination, or the date of such taking, whichever shall first occur. If
any part of the Premises shall be taken, and this Lease shall not be so
terminated, the Rent shall be proportionately abated.

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                                  ARTICLE 13

                             RETURN OF POSSESSION

At the expiration or earlier termination of this Lease or Tenant's right of
possession, Tenant shall surrender possession of the Premises in the condition
required under Article 9, ordinary wear and tear excepted, and shall surrender
all keys, any key cards, and any parking stickers or cards, to Landlord, and
advise Landlord as to the combination of any locks or vaults then remaining in
the Premises, and shall remove all trade fixtures and personal property.  All
improvements, fixtures and other items in or upon the Premises (except trade
fixtures and personal property belonging to Tenant) whether installed by Tenant
or Landlord, shall be Landlord's property and shall remain upon the Premises,
all without compensation, allowance or credit to Tenant. However, if prior to
such termination or within ten (10) days thereafter Landlord so directs by
notice, Tenant shall promptly remove such of the foregoing items as are
designated in such notice and restore the Premises to the condition prior to the
installation of such items; provided, Landlord shall not require removal of
customary office improvements installed pursuant to any separate agreement
signed by both parties in connection with entering this Lease (except as
expressly provided to the contrary therein), or installed by Tenant with
Landlord's written approval (except as expressly required by Landlord in
connection with granting such approval). If Tenant shall fail to perform any
repairs or restoration, or fail to remove any items from the Premises required
hereunder, Landlord may do so, and Tenant shall pay Landlord the cost thereof
upon demand. All property removed from the Premises by Landlord pursuant to any
provisions of this Lease or any Law may be handled or stored by Landlord at
Tenant's expense, and Landlord shall in no event be responsible for the value,
preservation or safekeeping thereof. All property not removed from the Premises
or retaken from storage by Tenant within thirty (30) days after expiration or
earlier termination of this Lease or Tenant's right to possession, shall at
Landlord's option be conclusively deemed to have been conveyed by Tenant to
Landlord as if by bill of sale without payment by Landlord. Unless prohibited by
applicable Law, Landlord shall have a lien against such property for the costs
incurred in removing and storing the same.


                                  ARTICLE 14

                                 Holding Over

Unless Landlord expressly agrees otherwise in writing, Tenant shall pay Landlord
150% of the amount of Rent then applicable (or the highest amount permitted by
Law, whichever shall be less) prorated on per diem basis for each day Tenant
shall retain possession of the Premises or any part thereof after expiration or
earlier termination of this Lease, together with all damages sustained by
Landlord on account thereof. The foregoing provisions shall not serve as
permission for Tenant to hold-over, nor serve to extend the Term (although
Tenant shall remain bound to comply with all provisions of this Lease until
Tenant vacates the Premises, and shall be subject to the provisions of Article
13). Notwithstanding the foregoing to the contrary, at any time before or after
expiration or earlier termination of the Lease, Landlord may serve notice
advising Tenant of the amount of Rent and other terms required, should Tenant
desire to enter a month-to-month tenancy (and if Tenant shall hold over more
than one full calendar month after such notice, Tenant shall thereafter be
deemed a month-to-month tenant, on the terms and provisions of this Lease then
in effect, as modified by Landlord's notice, and except that Tenant shall not be
entitled to any renewal or expansion rights contained in this Lease or any
amendments hereto).

                                       10
<PAGE>
 
                                  ARTICLE 15

                                   No Waiver

No provision of this Lease will be deemed waived by either party unless
expressly waived in writing signed by the waiving party. No waiver shall be
implied by delay or any other act or omission of either party. No waiver by
either party of any provision of this Lease shall be deemed a waiver of such
provision with respect to any subsequent matter relating to such provision, and
Landlord's consent or approval respecting any action by Tenant shall not
constitute a waiver of the requirement for obtaining Landlord's consent or
approval respecting any subsequent action. Acceptance of Rent by Landlord shall
not constitute a waiver of any breach by Tenant of any term or provision of this
Lease. No acceptance of a lesser amount than the Rent herein stipulated shall be
deemed a waiver of Landlord's right to receive the full amount due, nor shall
any endorsement or statement on any check or payment or any letter accompanying
such check or payment be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlord's right to recover
the full amount due. The acceptance of Rent or of the performance of any other
term or provision from any Person other than Tenant, including any Transferee,
shall not constitute a waiver of Landlord's right to approve any Transfer.


                                  ARTICLE 16

                        Attorneys' Fees and Jury Trial

In the event of any litigation between the parties, the prevailing party shall
be entitled to obtain, as part of the judgment, all reasonable attorneys' fees,
costs and expenses incurred in connection with such litigation, except as may be
limited by applicable Law. In the interest of obtaining a speedier and less
costly hearing of any dispute, the parties hereby each irrevocably waive the
right to trial by jury.


                                  ARTICLE 17

              PERSONAL PROPERTY TAXES, RENT TAXES AND OTHER TAXES

Tenant shall pay prior to delinquency all taxes, charges or other governmental
impositions assessed against or levied upon Tenant's fixtures, furnishings,
equipment and personal property located in the Premises, and any Work to the
Premises under Article 8. Whenever possible, Tenant shall cause all such items
to be assessed and billed separately from the property of Landlord. In the event
any such items shall be assessed and billed with the property of Landlord,
Tenant shall pay Landlord its share of such taxes, charges or other governmental
impositions within thirty (30) days after Landlord delivers a statement and a
copy of the assessment or other documentation showing the amount of such
impositions applicable to Tenant's property. Tenant shall pay any rent tax or
sales tax, service tax, transfer tax or value added tax, or any other applicable
tax on the Rent or services herein or otherwise respecting this Lease.

                                       11
<PAGE>
 
                                  ARTICLE 18

                             Reasonable Approvals

Whenever Landlord's approval or consent is expressly required under this Lease
(including Article 21) or any other agreement between the parties, Landlord
shall not unreasonably withhold or delay such approval or consent
(reasonableness shall be a condition to Landlord's enforcement of such consent
or approval requirement, and not a covenant). except for matters affecting the
structure, safety or security of the Property, or the appearance of the Property
from any common or public areas.


                                  ARTICLE 19

              Subordination, Attornment and Mortgagee Protection

This Lease is subject and subordinate to all Mortgages (as defined in Article
25) now or hereafter placed upon the Property, and all other encumbrances and
matters of public record applicable to the Property. If any foreclosure
proceedings are initiated by any Holder or a deed in lieu is granted (or if any
ground lease is terminated), Tenant agrees, upon written request of any such
Holder or any purchaser at foreclosure sale, to attorn and pay Rent to such
party and to execute and deliver any instruments necessary or appropriate to
evidence or effectuate such attornment (provided such Holder or purchaser shall
agree to accept this Lease and not disturb Tenant's occupancy, so long as Tenant
does not default and fail to cure within the time permitted hereunder). However,
in the event of attornment, no Holder shall be: (i) liable for any act or
omission of Landlord, or subject to any offsets or defenses which Tenant might
have against Landlord (prior to such Holder becoming Landlord under such
attornment), (ii) liable for any security deposit or bound by any prepaid Rent
not actually received by such Holder, or (iii) bound by any future modification
of this Lease not consented to by such Holder. Any Holder (as defined in Article
25) may elect to make this Lease prior to the lien of its Mortgage, by written
notice to Tenant, and if the Holder of any prior Mortgage shall require, this
Lease shall be prior to any subordinate Mortgage. Tenant agrees to give any
Holder by certified mail, return receipt requested, a copy of any notice of
default served by Tenant upon Landlord, provided that prior to such notice
Tenant has been notified in writing (by way of service on Tenant of a copy of an
assignment of leases, or otherwise) of the address of such Holder. Tenant
further agrees that if Landlord shall have failed to cure such default within
the times permitted Landlord for cure under this Lease, any such Holder whose
address has been provided to Tenant shall have an additional period of thirty
(30) days in which to cure (or such additional time as may be required due to
causes beyond such Holder's control, including time to obtain possession of the
Property by power of sale or judicial action). Tenant shall execute such
documentation as Landlord may reasonably request from time to time, in order to
confirm the matters set forth in this Article in recordable form.

                                       12
<PAGE>
 
                                  ARTICLE 20

                             Estoppel Certificate

Tenant shall from time to time, within twenty (20) days after written request
from Landlord, execute, acknowledge and deliver a statement (i) certifying that
this Lease is unmodified and in full force and effect or, if modified, stating
the nature of such modification and certifying that this Lease as so modified,
is in full force and effect (or if this Lease is claimed not to be in force and
effect, specifying the ground therefor) and any dates to which the Rent has been
paid in advance, and the amount of any Security Deposit, (ii) acknowledging that
there are not, to Tenant's knowledge, any uncured defaults on the part of
Landlord hereunder, or specifying such defaults if any are claimed, and (iii)
certifying such other matters as Landlord may reasonably request, or as may be
requested by Landlord's current or prospective Holders, insurance carriers,
auditors, and prospective purchasers. Any such statement may be relied upon by
any such parties. If Tenant shall fail to execute and return such statement
within the time required herein, Tenant shall be deemed to have agreed with the
matters set forth therein.


                                  ARTICLE 21

                           Assignment and Subletting

(A) TRANSFERS. Tenant shall not, without the prior written consent of Landlord,
which consent shall not be unreasonably withheld, as further described below:
(i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to
attach to, or otherwise transfer, this Lease or any interest hereunder, by
operation of law or otherwise, (ii) sublet the Premises or any part thereof, or
(iii) permit the use of the Premises by any Persons (as defined in Article 25)
other than Tenant and its employees (all of the foregoing are hereinafter
sometimes referred to collectively as "Transfers" and any Person to whom any
Transfer is made or sought to be made is hereinafter sometimes referred to as a
"Transferee"). If Tenant shall desire Landlord's consent to any Transfer, Tenant
shall notify Landlord in writing, which notice shall include: (a) the proposed
effective date (which shall not be less than 30 nor more than 180 days after
Tenant's notice), (b) the portion of the Premises to be Transferred (herein
called the "Subject Space"), (c) the terms of the proposed Transfer and the
consideration therefor, the name and address of the proposed Transferee, and a
copy of all documentation pertaining to the proposed Transfer, and (d) current
financial statements of the proposed Transferee certified by an officer, partner
or owner thereof, and any other information to enable Landlord to determine the
financial responsibility, character, and reputation of the proposed Transferee,
nature of such Transferee's business and proposed use of the Subject Space, and
such other information as Landlord may reasonably require. Any Transfer made
without complying with this Article shall, at Landlord's option, be null, void
and of no effect, or shall constitute a Default under this Lease. Whether or not
Landlord shall grant consent, Tenant shall pay $300.00 towards Landlord's review
and processing expenses, within thirty (30) days after written request by
Landlord.

(B) APPROVAL. Landlord will not unreasonably withhold its consent (as provided
in Article 18) to any proposed Transfer of the Subject Space to the Transferee
on the terms specified in Tenant's notice. The parties hereby agree that it
shall be reasonable under this Lease and under any applicable Law for Landlord
to withhold consent to any proposed Transfer where one or more of the following
applies (without limitation as to other reasonable grounds for withholding
consent): (i) the Transferee is of a character or reputation or engaged in a

                                       13
<PAGE>
 
business which is not consistent with the quality of the Property, or would be a
significantly less prestigious occupant of the Property than Tenant, (ii) the
Transferee intends to use the Subject Space for purposes which are not permitted
under this Lease, (iii) the Subject Space is not regular in shape with
appropriate means of ingress and egress suitable for normal renting purposes,
(iv) the Transferee is either a government (or agency or instrumentality
thereof) or an occupant of the Property, (v) the proposed Transferee does not
have a reasonable financial condition in relation to the obligations to be
assumed in connection with the Transfer. or (vi) Tenant has committed and failed
to cure a Default at the time Tenant requests consent to the proposed Transfer.

(C) TRANSFER PREMIUM. If Landlord consents to a Transfer, and as a condition
thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord
fifty percent (50%) of any Transfer Premium derived by Tenant from such
Transfer. "Transfer Premium" shall mean all rent, additional rent or other
consideration paid by such Transferee in excess of the Rent payable by Tenant
under this Lease (on a monthly basis during the Term, and on a per rentable
square foot basis, if less than all of the Premises is transferred), after
deducting the reasonable expenses incurred by Tenant for any changes,
alterations and improvements to the Premises, any other economic concessions or
services provided to the Transferee, and any customary brokerage commissions
paid in connection with the Transfer. If part of the consideration for such
Transfer shall be payable other than in cash, Landlord's share of such non-cash
consideration shall be in such form as is reasonably satisfactory to Landlord.
The percentage of the Transfer Premium due Landlord hereunder shall be paid
within ten (10) days after Tenant receives any Transfer Premium from the
Transferee.

(D) RECAPTURE. Notwithstanding anything to the contrary contained in this
Article, Landlord shall have the option by giving written notice to Tenant
within fifteen (15) days after receipt of Tenant's notice of any proposed
Transfer, to recapture the Subject Space. Such recapture notice shall cancel and
terminate this Lease with respect to the Subject Space as of the date stated in
Tenant's notice as the effective date of the proposed Transfer (or at Landlord's
option, shall cause the Transfer to be made to Landlord or its agent, in which
case the parties shall execute the Transfer documentation promptly thereafter).
If this Lease shall be cancelled with respect to less than the entire Premises,
the Rent reserved herein shall be prorated on the basis of the number of
rentable square feet retained by Tenant in proportion to the number of rentable
square feet contained in the Premises, this Lease as so amended shall continue
thereafter in full force and effect, and upon request of either party, the
parties shall execute written confirmation of the same.

(E) TERMS OF CONSENT. If Landlord consents to a Transfer: (a) the terms and
conditions of this Lease, including among other things, Tenant's liability for
the Subject Space, shall in no way be deemed to have been waived or modified,
(b) such consent shall not be deemed consent to any further Transfer by either
Tenant or a Transferee, (c) no Transferee shall succeed to any rights provided
in this Lease or any amendment hereto to extend the Term of this Lease, expand
the Premises, or lease additional space, any such rights being deemed personal
to Tenant, (d) Tenant shall deliver to Landlord promptly after execution, an
original executed copy of all documentation pertaining to the Transfer in form
reasonably acceptable to Landlord, and (e) Tenant shall furnish upon Landlord's
request a complete statement, certified by an independent certified public
accountant, or Tenant's chief financial officer, setting forth in detail the
computation of any Transfer Premium Tenant has derived and shall derive from
such Transfer. Landlord or its authorized representatives shall have the right
at all reasonable times to audit the books, records and papers of Tenant
relating to any Transfer, and shall have the right to make copies thereof. If
the Transfer Premium 

                                       14
<PAGE>
 
respecting any Transfer shall be found understated, Tenant shall within thirty
(30) days after demand pay the deficiency, and if understated by more than 2%,
Tenant shall pay Landlord's costs of such audit. Any sublease hereunder shall be
subordinate and subject to the provisions of this Lease, and if this Lease shall
be terminated during the term of any sublease, Landlord shall have the right to:
(i) treat such sublease as cancelled and repossess the Subject Space by any
lawful means, or (ii) require that such subtenant attorn to and recognize
Landlord as its landlord under any such sublease. If Tenant shall Default and
fail to cure within the time permitted for cure under Article 23(A), Landlord is
hereby irrevocably authorized, as Tenant's agent and attorney-in-fact, to direct
any Transferee to make all payments under or in connection with the Transfer
directly to Landlord (which Landlord shall apply towards Tenant's obligations
under this Lease) until such Default is cured.

(F) CERTAIN TRANSFERS. For purposes of this Lease, the term "Transfer" shall
also include (a) if Tenant is a partnership, the withdrawal or change,
voluntary, involuntary or by operation of law, of a majority of the partners, or
a transfer of a majority of partnership interests, within a twelve month period,
or the dissolution of the partnership, and (b) if Tenant is a closely held
corporation (i.e., whose stock is not publicly held and not traded through an
exchange or over the counter), the dissolution, merger, consolidation or other
reorganization of Tenant, or within a twelve month period: (i) the sale or other
transfer of more than an aggregate of 50% of the voting shares of Tenant (other
than to immediate family members by reason of gift or death) or (ii) the sale,
mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's
net assets.


                                  ARTICLE 22

                          Rights Reserved By Landlord

Except to the extent expressly limited herein, Landlord reserves full rights to
control the Property (which rights may be exercised without subjecting Landlord
to claims for constructive eviction, abatement of Rent, damages or other claims
of any kind), including more particularly, but without limitation, the following
rights:

(A) To change the name or street address of the Property; install and maintain
signs on the exterior and interior of the Property; retain at all times, and use
in appropriate instances, keys to all doors within and into the Premises; grant
to any Person the right to conduct any business or render any service at the
Property, whether or not it is the same or similar to the use permitted Tenant
by this Lease; and have access for Landlord and other tenants of the Property to
any mail chutes located on the Premises according to the rules of the United
States Postal Service.

(B) To enter the Premises* at reasonable hours for reasonable purposes,
including inspection and supplying cleaning service or other services to be
provided Tenant hereunder, to show the Premises to current and prospective
mortgage lenders, ground lessors, insurers, and prospective purchasers, tenants
and brokers, at reasonable hours, and if Tenant shall abandon the Premises at
any time, or shall vacate the same during the last 3 months of the Term, to
decorate, remodel, repair, or alter the Premises.

(C) To limit or prevent access to the Property, shut down elevator service,
activate elevator emergency controls, or otherwise take such action or
preventative measures deemed necessary by Landlord for the safety of tenants or
other occupants of the Property or the protection of the Property and other
property located thereon or therein, in case of fire, invasion, insurrection,
riot, civil disorder, public excitement or other dangerous condition, or threat
thereof.

                                       15
<PAGE>
 
(D) To decorate and to make alterations, additions and improvements, structural
or otherwise, in or to the Property or any part thereof, and any adjacent
building, structure, parking facility, land, street or alley (including without
limitation changes and reductions in corridors, lobbies, parking facilities and
other public areas and the installation of kiosks, planters, sculptures,
displays, escalators, mezzanines, and other structures, facilities, amenities
and features therein, and changes for the purpose of connection with or entrance
into or use of the Property in conjunction with any adjoining or adjacent
building or buildings, now existing or hereafter constructed). In connection
with such matters, or with any other repairs, maintenance, improvements or
alterations, in or about the Property, Landlord may erect scaffolding and other
structures reasonably required, and during such operations may enter upon the
Premises and take into and upon or through the Premises, all materials required
to make such repairs, maintenance, alterations or improvements, and may close
public entry ways, other public areas, restrooms, stairways or corridors.

(E) To substitute for the Premises other premises (herein referred to as the
"new premises") at the Property, provided: (i) the new premises shall be similar
to the Premises in area, (ii) Landlord shall give Tenant at least thirty (30)
days' written notice before making such change, and the parties shall execute an
amendment to the Lease confirming the change within thirty (30) days after
either party shall request the same; and iii) if Tenant shall already have taken
possession of the Premises: (a) Landlord shall pay the direct, out-of-pocket,
reasonable expenses of Tenant in moving from the Premises to the new premises
and improving the new premises so that they are substantially similar to the
Premises, and, (b) such move shall be made during evenings, weekends, or
otherwise so as to incur the least inconvenience to Tenant. **see below

In connection with entering the Premises to exercise any of the foregoing
rights, Landlord shall: (a) provide reasonable advance written or oral notice to
Tenant's on-site manager or other appropriate person (except in emergencies, or
for routine cleaning or other routine matters), and (b) take reasonable steps to
minimize any interference with Tenant's business.

* PROVIDED LANDLORD HAS GIVEN TENANT REASONABLE NOTICE (UNLESS IT IS FOR AN
EMERGENCY),

** If Tenant does not desire the new premises provided under this Article 22(E),
Tenant may cancel this Lease by giving Landlord written notice within 10 days
after Landlord's notice (with an effective date 60 days thereafter) unless
Landlord revokes the relocation in writing 30 days after receipt of Tenant's
cancellation notice.

                                       16
<PAGE>
 
                                  ARTICLE 23

                              Landlord's Remedies

(A) Default. The occurrence of any one or more of the following events shall
constitute a "Default" by Tenant, which if not cured within any applicable time
permitted for cure below, shall give rise to Landlord's remedies set forth in
Paragraph (B), below: (i) failure by Tenant to make when due any payment of
Rent, unless such failure is cured within ten (10) days after notice; (ii)
failure by Tenant to observe or perform any of the terms or conditions of this
Lease to be observed or performed by Tenant other than the payment of Rent, or
as provided below, unless such failure is cured within thirty (30) days after
notice, or such shorter period expressly provided elsewhere in this Lease
(provided, if the nature of Tenant's failure is such that more time is
reasonably required in order to cure, Tenant shall not be in Default if Tenant
commences to cure within such period and thereafter reasonably seeks to cure
such failure to completion): (iii) failure by Tenant to comply with the Rules,
unless such failure is cured within five (5) days after notice (provided, if the
nature of Tenant's failure is such that more than five (5) days time is
reasonably required in order to cure, Tenant shall not be in Default if Tenant
commences to cure within such period and thereafter reasonably seeks to cure
such failure to completion); (iv) vacation of all or a substantial portion of
the Premises for more than thirty (30) consecutive days, or the failure to take
possession of the Premises within sixty (60) days after the Commencement Date;
(v) (a) making by Tenant or any guarantor of this Lease ("Guarantor") of any
general assignment for the benefit of creditors, (b) filing by or against Tenant
or any Guarantor of a petition to have Tenant or such Guarantor adjudged a
bankrupt or a petition for reorganization or arrangement under any Law relating
to bankruptcy (unless, in the case of a petition filed against Tenant or such
Guarantor, the same is dismissed within sixty (60) days), (c) appointment of a
trustee or receiver to take possession of substantially all of Tenant's assets
located on the Premises or of Tenant's interest in this Lease, where possession
is not restored to Tenant within thirty (30) days, (d) attachment, execution or
other judicial seizure of substantially all of Tenant's assets located on the
Premises or of Tenant's interest in this Lease, (e) Tenant's or any Guarantor's
convening of a meeting of its creditors or any class thereof for the purpose of
effecting a moratorium upon or composition of its debts, or (f) Tenant's or any
Guarantor's insolvency or admission of an inability to pay its debts as they
mature; (vi) any material misrepresentation herein, or material
misrepresentation or omission in any financial statements or other materials
provided by Tenant or any Guarantor in connection with negotiating or entering
this Lease or in connection with any Transfer under Article 21; (vii)
cancellation of any guaranty of this Lease by any Guarantor: (viii) failure by
Tenant to cure within any applicable times permitted thereunder any default
under any other lease for space at the Property or any other buildings owned or
managed by Landlord or its affiliates, now or hereafter entered by Tenant (and
any Default hereunder not cured within the times permitted for cure herein
shall, at Landlord's election constitute a default under any such other lease or
leases). Failure by Tenant to comply with the same term or condition of this
Lease on three occasions during any twelve month period shall cause any failure
to comply with such term or condition during the succeeding twelve month period,
at Landlord's option, to constitute an incurable Default, if Landlord has given
Tenant notice of each such failure within ten (10) days after each such failure
occurs. The notice and cure periods provided herein are in lieu of, and not in
addition to, any notice and cure periods provided by Law.

                                       17
<PAGE>
 
(B) REMEDIES. If a Default occurs and is not cured within any applicable time
permitted under Paragraph (A), Landlord shall have the rights and remedies
hereinafter set forth, which shall be distinct, separate and cumulative with and
in addition to any other right or remedy allowed under any Law or other
provisions of this Lease:

          (i) Landlord may terminate this Lease, repossess the Premises by
detainer suit, summary proceedings or other lawful means, and recover as damages
a sum of money equal to: (a) any unpaid Rent as of the termination date
including interest at the Default Rate (as defined in Article 25), (b) any
unpaid Rent which would have accrued after the termination date through the time
of award including interest at the Default Rate, less such loss of Rent that
Tenant proves could have been reasonably avoided, (c) any unpaid Rent which
would have accrued after the time of award during the balance of the Term, less
such loss of Rent that Tenant proves could be reasonably avoided, and (d) any
other amounts necessary to compensate Landlord for all damages proximately
caused by Tenant's failure to perform its obligations under this Lease,
including without limitation all Costs of Re-letting (as defined in Paragraph
F). For purposes of computing the amount of Rent herein that would have accrued
after the time of award, Tenant's Prorata Share of Taxes and Operating Expenses,
and CPI Escalation Amounts, shall be projected, based upon the average rate of
increase, if any, in such items from the Commencement Date through the time of
award.

          (ii) If applicable Law permits, Landlord may terminate Tenant's right
of possession and repossess the Premises by detainer suit, summary proceedings
or other lawful means, without terminating this Lease (and if such Law permits,
and Landlord shall not have expressly terminated the Lease in writing, any
termination shall be deemed a termination of Tenant's right of possession only).
In such event, Landlord may recover: (a) any unpaid Rent as of the date
possession is terminated, including interest at the Default Rate, (b) any unpaid
Rent which accrues during the Term from the date possession is terminated
through the time of award (or which may have accrued from the time of any
earlier award obtained by Landlord through the time of award), including
interest at the Default Rate, less any Net Re-Letting Proceeds (as defined in
Paragraph F) received by Landlord during such period, and less such loss of Rent
that Tenant proves could have been reasonably avoided, and (c) any other amounts
necessary to compensate Landlord for all damages proximately caused by Tenant's
failure to perform its obligations under this Lease, including without
limitation, all Costs of Re-letting (as defined in Paragraph F). Landlord may
bring suits for such amounts or portions thereof, at any time or times as the
same accrue or after the same have accrued, and no suit or recovery of any
portion due hereunder shall be deemed a waiver of Landlord's right to collect
all amounts to which Landlord is entitled hereunder, nor shall the same serve as
any defense to any subsequent suit brought for any amount not theretofor reduced
to judgment.

(C) MITIGATION OF DAMAGES. If Landlord terminates this Lease or Tenant's right
to possession, Landlord shall use reasonable efforts to mitigate Landlord's
damages, and Tenant shall be entitled to submit such proof of such failure to
mitigate as a defense to Landlord's claims hereunder, if mitigation of damages
by Landlord is required by applicable Law. If Landlord has not terminated this
Lease or Tenant's right to possession, Landlord shall have no obligation to
mitigate, and may permit the Premises to remain vacant or abandoned; in such
case, Tenant may seek to mitigate damages by attempting to sublease the Premises
or assign this Lease (subject to Article 21).

                                       18
<PAGE>
 
(D) SPECIFIC PERFORMANCE, COLLECTION OF RENT AND ACCELERATION. Landlord shall at
all times have the rights and remedies (which shall be cumulative with each
other and cumulative and in addition to those rights and remedies available
under Paragraph (B), above or any Law or other provision of this Lease), without
prior demand or notice except as required by applicable Law: (i) to seek any
declaratory, injunctive or other equitable relief, and specifically enforce this
Lease, or restrain or enjoin a violation or breach of any provision hereof, and
(ii) to sue for and collect any unpaid Rent which has accrued. Notwithstanding
anything to the contrary contained in this Lease, to the extent not expressly
prohibited by applicable Law, in the event of any Default by Tenant not cured
within any applicable time for cure hereunder, Landlord may terminate this Lease
or Tenant's right to possession and accelerate and declare that all Rent
reserved for the remainder of the Term shall be immediately due and payable (in
which event, Tenant's Prorata Share of Taxes and Operating Expenses, and CPI
Escalation Amounts for the remainder of the Term shall be projected based upon
the average rate of increase, if any, in such items from the Commencement Date
through the date of such declaration); provided, Landlord shall, after receiving
payment of the same from Tenant, be obligated to turn over to Tenant any actual
Net Re-Letting Proceeds thereafter received during the remainder of the Term, up
to the amount so received from Tenant pursuant to this provision.

(E) Late Charges and Interest. Tenant shall pay, as additional Rent, a service
charge of Two Hundred Dollars ($200.00) for bookkeeping and administrative
expenses, if Rent is not received within five (5) days after its due date. In
addition, any Rent paid more than five (5) days after due shall accrue interest
from the due date at the Default Rate (as defined in Article 25), until payment
is received by Landlord. Such service charge and interest payments shall not be
deemed consent by Landlord to late payments, nor a waiver of Landlord's right to
insist upon timely payments at any time, nor a waiver of any remedies to which
Landlord is entitled as a result of the late payment of Rent.

(F) CERTAIN DEFINITIONS. "Net Re-Letting Proceeds" shall mean the total amount
of rent and other consideration paid by any Replacement Tenants, less all Costs
of Re-Letting, during a given period of time. "Costs of Re-Letting" shall
include without limitation, all reasonable costs and expenses incurred by
Landlord for any repairs, maintenance, changes, alterations and improvements to
the Premises, brokerage commissions, advertising costs, attorneys' fees, any
customary free rent periods or credits, tenant improvement allowances, take-over
lease obligations and other customary, necessary or appropriate economic
incentives required to enter leases with Replacement Tenants, and costs of
collecting rent from Replacement Tenants. "Replacement Tenants" shall mean any
Persons (as defined in Article 25) to whom Landlord re-lets the Premises or any
portion thereof pursuant to this Article.

(G) Other Matters. No re-entry or repossession, repairs, changes, alterations
and additions, re-letting, acceptance of keys from Tenant, or any other action
or omission by Landlord shall be construed as an election by Landlord to
terminate this Lease or Tenant's right to possession, or accept a surrender of
the Premises, nor shall the same operate to release the Tenant in whole or in
part from any of Tenant's obligations hereunder, unless express written notice
of such intention is sent by Landlord or its agent to Tenant. To the fullest
extent permitted by Law, all rent and other consideration paid by any
Replacement Tenants shall be applied: first, to the Costs of Re-Letting, second,
to the payment of any Rent theretofore accrued, and the residue, if any, shall
be held by Landlord and applied to the payment of other obligations of Tenant to
Landlord as the same become due (with any remaining residue to be retained by
Landlord). Rent shall be paid without any prior demand or notice therefor
(except as expressly provided herein) and without any deduction, set-off or
counterclaim, or relief 

                                       19
<PAGE>
 
from any valuation or appraisement laws. Landlord may apply payments received
from Tenant to any obligations of Tenant then accrued, without regard to such
obligations as may be designated by Tenant. Landlord shall be under no
obligation to observe or perform any provision of this Lease on its part to be
observed or performed which accrues after the date of any Default by Tenant
hereunder not cured within the times permitted hereunder. The times set forth
herein for the curing of Defaults by Tenant are of the essence of this Lease.
Tenant hereby irrevocably waives any right otherwise available under any Law to
redeem or reinstate this Lease.


                                  ARTICLE 24

                           Landlord's Right to Cure

If Landlord shall fail to perform any term or provision under this Lease
required to be performed by Landlord, Landlord shall not be deemed to be in
default hereunder nor subject to any claims for damages of any kind, unless such
failure shall have continued for a period of thirty (30) days after written
notice thereof by Tenant: provided, if the nature of Landlord's failure is such
that more than thirty (30) days are reasonably required in order to cure,
Landlord shall not be in default if Landlord commences to cure such failure
within such thirty (30) day period, and thereafter reasonably seeks to cure such
failure to completion. The aforementioned periods of time permitted for Landlord
to cure shall be extended for any period of time during which Landlord is
delayed in, or prevented from, curing due to fire or other casualty, strikes,
lock-outs or other labor troubles, shortages of equipment or materials,
governmental requirements, power shortages or outages, acts or omissions by
Tenant or other Persons, and other causes beyond Landlord's reasonable control.
If Landlord shall fail to cure within the times permitted for cure herein,
Landlord shall be subject to such remedies as may be available to Tenant
(subject to the other provisions of this Lease); provided, in recognition that
Landlord must receive timely payments of Rent and operate the Property, Tenant
shall have no right of self-help to perform repairs or any other obligation of
Landlord, and shall have no right to withhold, set-off, or abate Rent.


                                  ARTICLE 25

                    Captions, Definitions and Severability

The captions of the Articles and Paragraphs of this Lease are for convenience of
reference only and shall not be considered or referred to in resolving questions
of interpretation. If any term or provision of this Lease shall be found
invalid, void, illegal, or unenforceable with respect to any particular Person
by a court of competent jurisdiction, it shall not affect, impair or invalidate
any other terms or provisions hereof, or its enforceability with respect to any
other Person, the parties hereto agreeing that they would have entered into the
remaining portion of this Lease notwithstanding the omission of the portion or
portions adjudged invalid, void, illegal, or unenforceable with respect to such
Person.

(A) "Building" shall mean the structure identified in Article I of this Lease.

(B) "CPI" shall mean the Consumer Price Index for All Urban Consumers, All Items
(Base year 1982-1984 = 100) published by the United States Department of Labor,
Bureau of Labor Statistics (or if a separate index is published by the Bureau of
Labor Statistics for a metropolitan area within 100 miles of the Property, then
such metropolitan index). If the Bureau of Labor Statistics substantially
revises the manner in which the CPI 

                                       20
<PAGE>
 
is determined, an adjustment shall be made in the revised index which would
produce results equivalent, as nearly as possible to those which would be
obtained hereunder if the CPI were not so revised. If the 1982-1984 average
shall no longer be used as an index of 100, such change shall constitute a
substantial revision. If the CPI becomes unavailable to the public because
publication is discontinued, or otherwise, Landlord shall substitute therefor a
comparable index based upon changes in the cost of living or purchasing power of
the consumer dollar published by a governmental agency, major bank, other
financial institution, university or recognized financial publisher. If the CPI
is available on a monthly (or alternating monthly) basis, the CPI for the months
in which (or immediately preceding, as the case may be) the Commencement Date
and Adjustment Date respectively occur shall be used.

(C) "Default Rate" shall mean eighteen percent (18%) per annum, or the highest
rate permitted by applicable Law, whichever shall be less.

(D) "Holder" shall mean the holder of any Mortgage at the time in question, and
where such Mortgage is a ground lease, such term shall refer to the ground
lessor.

(E) "Holidays" shall mean all federally observed holidays, including New Year's
Day, President's Day, Memorial Day, Independence Day, Labor Day, Veterans' Day,
Thanksgiving Day, Christmas Day, and to the extent of utilities or services
provided by union members engaged at the Property, such other holidays observed
by such unions.

(F) "Landlord" and "Tenant" shall be applicable to one or more Persons as the
case may be, and the singular shall include the plural, and the neuter shall
include the masculine and feminine; and if there be more than one, the
obligations thereof shall be joint and several. For purposes of any provisions
indemnifying or limiting the liability of Landlord, the term "Landlord" shall
include Landlord's present and future partners, beneficiaries, trustees,
officers, directors, employees, shareholders, principals, agents, affiliates,
successors and assigns.

(G) "Law" shall mean all federal, state, county and local governmental and
municipal laws, statutes, ordinances, rules, regulations, codes, decrees, orders
and other such requirements, applicable equitable remedies and decisions by
courts in cases where such decisions are considered binding precedents in the
state in which the Property is located, and decisions of federal courts applying
the Laws of such State.

(H) "Mortgage" shall mean all mortgages, deeds of trust, ground leases and other
such encumbrances now or hereafter placed upon the Property or Building, or any
part thereof, and all renewals, modifications, consolidations, replacements or
extensions thereof, and all indebtedness now or hereafter secured thereby and
all interest thereon.

(I) "Operating Expenses" shall mean all expenses, costs and amounts (other than
Taxes) of every kind and nature which Landlord shall pay during any calendar
year any portion of which occurs during the Term, because of or in connection
with the ownership, management, repair, maintenance, restoration and operation
of the Property, including without limitation, any amounts paid for: (a)
utilities for the Property, including but not limited to electricity, power,
gas, steam, oil or other fuel, water, sewer, lighting, heating, air conditioning
and ventilating, (b) permits, licenses and certificates necessary to operate,
manage and lease the Property, (c) insurance applicable to the Property, not
limited to the amount of coverage Landlord is required to provide under this
Lease, (d) supplies, tools, equipment and materials used in the operation,
repair and maintenance of the Property, (e) accounting, legal, inspection,
consulting, concierge and other services, (f) any equipment rental (or
installment equipment purchase or equipment financing agreements), or management
agreements (including the cost of any management fee actually paid thereunder
and the fair rental value of any office space provided thereunder, up to
customary and reasonable amounts), (g) wages, salaries and other compensation
and benefits (including the fair value of any parking privileges provided) for
all persons 

                                       21
<PAGE>
 
engaged in the operation, maintenance or security of the Property, and
employer's Social Security taxes, unemployment taxes or insurance, and any other
taxes which may be levied on such wages, salaries, compensation and benefits,
(h) payments under any easement, operating agreement, declaration, restrictive
covenant, or instrument pertaining to the sharing of costs in any planned
development, and (i) operation, repair, and maintenance of all Systems and
Equipment and components thereof (including replacement of components),
janitorial service, alarm and security service, window cleaning, trash removal,
elevator maintenance, cleaning of walks, parking facilities and building walls,
removal of ice and snow, replacement of wall and floor coverings, ceiling tiles
and fixtures in lobbies, corridors, restrooms and other common or public areas
or facilities, maintenance and replacement of shrubs, trees, grass, sod and
other landscaped items, irrigation systems, drainage facilities, fences, curbs,
and walkways, re-paving and re-striping parking facilities, and roof repairs. If
the Property is not fully occupied during all or a portion of any calendar year,
Landlord may, in accordance with sound accounting and management practices,
determine the amount of variable Operating Expenses (i.e. those items which vary
according to occupancy levels) that would have been paid had the Property been
fully occupied, and the amount so determined shall be deemed to have been the
amount of variable Operating Expenses for such year. If Landlord makes such an
adjustment, Landlord shall make a comparable adjustment for the Base Expense
Year. Notwithstanding the foregoing, Operating Expenses shall not, however,
include:

          (i) depreciation, interest and amortization on Mortgages, and other
debt costs or ground lease payments if any; legal fees in connection with
leasing, tenant disputes or enforcement of leases; real estate brokers' leasing
commissions; improvements or alterations to tenant spaces; the cost of providing
any service directly to and paid directly by, any tenant; any costs expressly
excluded from Operating Expenses elsewhere in this Lease; costs of any items to
the extent Landlord receives reimbursement from insurance proceeds or from a
third party (such proceeds to be deducted from Operating Expenses in the year in
which received); and

          (ii) capital expenditures, except those: (a) made primarily to reduce
Operating Expenses, or to comply with any Laws or other governmental
requirements, or (b) for replacements (as opposed to additions or new
improvements) of nonstructural items located in the common areas of the Property
required to keep such areas in good condition; provided, all such permitted
capital expenditures (together with reasonable financing charges) shall be
amortized for purposes of this Lease over the shorter of: (i) their useful
lives, (ii) the period during which the reasonably estimated savings in
Operating Expenses equals the expenditures, or (iii) three (3) years.

(J) "Person" shall mean an individual, trust, partnership, joint venture,
association, corporation, and any other entity.

(K) "Property" shall mean the Building, and any common or public areas or
facilities, easements, corridors, lobbies, sidewalks, loading areas, driveways,
landscaped areas, skywalks, parking garages and lots, and any and all other
structures or facilities operated or maintained in connection with or for the
benefit of the Building, and all parcels or tracts of land on which all or any
portion of the Building or any of the other foregoing items are located, and any
fixtures, machinery, equipment, apparatus, Systems and Equipment, furniture and
other personal property located thereon or therein and used in connection
therewith, whether title is held by Landlord or its affiliates. Possession of
areas necessary for utilities, services, safety and operation of the Property,
including the Systems and Equipment (as defined in Article 25), fire stairways,
perimeter walls, space between the finished ceiling of the Premises and the slab
of the floor or roof of the Property thereabove, and the use thereof together
with the right to install, maintain, operate, repair and replace the Systems and
Equipment, including any of the same in, through, under or above the Premises in
locations that will not materially interfere with 

                                       22
<PAGE>
 
Tenant's use of the Premises, are hereby excepted and reserved by Landlord, and
not demised to Tenant. If the Building shall be part of a complex, development
or group of buildings or structures collectively owned or managed by Landlord or
its affiliates or collectively managed by Landlord's managing agent, the
Property shall, at Landlord's option also be deemed to include such other of
those buildings or structures as Landlord shall from time to time designate, and
shall initially include such buildings and structures (and related facilities
and parcels on which the same are located) as Landlord shall have incorporated
by reference to the total square footage of the Property In Article 1.

(L) "Rent" shall have the meaning specified therefor in Article 3(G).

(M) "Systems and Equipment" shall mean any plant, machinery, transformers, duct
work, cable, wires, and other equipment, facilities, and systems designed to
supply heat, ventilation, air conditioning and humidity or any other services or
utilities, or comprising or serving as any component or portion of the
electrical, gas, steam, plumbing, sprinkler. communications, alarm, security, or
fire/life/safety systems or equipment, or any other mechanical, electrical,
electronic, computer or other systems or equipment for the Property.

(N) "Taxes" shall mean all federal, state, county, or local governmental or
municipal taxes, fees, charges or other impositions of every kind and nature,
whether general, special, ordinary or extraordinary (including without
limitation real estate taxes, general and special assessments, transit taxes,
water and sewer rents, taxes based upon the receipt of rent including gross
receipts or sales taxes applicable to the receipt of rent or service or value
added taxes (unless required to be paid by Tenant under Article 17), personal
property taxes imposed upon the fixtures, machinery, equipment, apparatus,
Systems and Equipment, appurtenances, furniture and other personal property used
in connection with the Property which Landlord shall pay during any calendar
year, any portion of which occurs during the Term (without regard to any
different fiscal year used by such government or municipal authority) because of
or in connection with the ownership, leasing and operation of the Property.
Notwithstanding the foregoing, there shall be excluded from Taxes all excess
profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and
succession taxes, estate taxes, federal and state income taxes, and other taxes
to the extent applicable to Landlord's general or net income (as opposed to
rents, receipts or income attributable to operations at the Property). If the
method of taxation of real estate prevailing at the time of execution hereof
shall be, or has been altered, so as to cause the whole or any part of the taxes
now, hereafter or heretofor levied, assessed or imposed on real estate to be
levied, assessed or imposed on Landlord, wholly or partially, as a capital levy
or otherwise, or on or measured by the rents received therefrom, then such new
or altered taxes attributable to the Property shall be included within the term
"Taxes," except that the same shall not include any enhancement of said tax
attributable to other income of Landlord. Any expenses incurred by Landlord in
attempting to protest, reduce or minimize Taxes shall be included in Taxes in
the calendar year such expenses are paid. Tax refunds shall be deducted from
Taxes in the year they are received by Landlord, but if such refund shall relate
to taxes paid in a prior year of the Term, and the Lease shall have expired,
Landlord shall mail Tenant's Prorata Share of such net refund (after deducting
expenses and attorneys' fees), up to the amount Tenant paid towards Taxes during
such year, to Tenant's last known address. If Taxes for the Base Tax Year are
reduced as the result of protest, or by means of agreement, or as the result of
legal proceedings or otherwise, Landlord may adjust Tenant's obligations for
Taxes in all years following the Tax Base Year, and Tenant shall pay Landlord
within 30 days after notice any additional amount required by such adjustment
for any such years or portions thereof that have theretofor occurred. If Taxes
for any period during the Term or any extension therof, shall be increased after
payment thereof by Landlord, for any reason including without limitation error
or reassessment by applicable governmental or municipal authorities, Tenant
shall pay Landlord upon demand Tenant's Prorate Share of such increased Taxes.
Tenant shall pay increased Taxes whether Taxes are increased as a result of
increases in the assessments or valuation of the Property (whether based on a
sale, change in ownership or refinancing of the Property or otherwise),
increases in the 

                                       23
<PAGE>
 
tax rates, reduction or elimination of any rollbacks or other deductions
available under current law, scheduled reductions of any tax abatement, as a
result of elimination, invalidity or withdrawal of any tax abatement, or for any
other cause whatsoever. Notwithstanding the foregoing, if any Taxes shall be
paid based on assessments or bills by a governmental or municipal authority
using a fiscal year other than a calendar year, Landlord may elect to average
the assessments or bills for the subject calendar year, based on the number of
months of such calendar year included in each such assessment or bill.

(O) "Tenant's Prorata Share" of Taxes and Operating Expenses shall be the
rentable area of the Premises divided by the rentable area of the Property on
the last day of the calendar year for which Taxes or Operating Expenses are
being determined, excluding any parking facilities. Tenant acknowledges that the
"rentable area of the Premises" under this Lease includes the usable area,
without deduction for columns or projections, multiplied by a load or conversion
factor, to reflect a share of certain areas, which may include lobbies,
corridors, mechanical, utility, janitorial, boiler and service rooms and
closets, restrooms, and other public, common and service areas. Except as
provided expressly to the contrary herein, the "rentable area of the Property"
shall include all rentable area of all space leased or available for lease at
the Property, which Landlord may reasonably re-determine from time to time, to
reflect re-configurations, additions or modifications to the Property. If the
Property or any development of which it is a part, shall contain non-office
uses, Landlord shall have the right to determine in accordance with sound
accounting and management principles, Tenant's Prorata Share of Taxes and
Operating Expenses for only the office portion of the Property or of such
development, in which event, Tenant's Prorata Share shall be based on the ratio
of the rentable area of the Premises to the rentable area of such office
portion. Similarly, if the Property shall contain tenants who do not participate
in all or certain categories of Taxes or Operating Expenses on a prorata basis,
Landlord may exclude the amount of Taxes or Operating Expenses, or such
categories of the same, as the case may be, attributable to such tenants, and
exclude the rentable area of their premises, in computing Tenant's Prorata
Share. If the Property shall be part of or shall include a complex, development
or group of buildings or structures collectively owned or managed by Landlord or
its affiliates or collectively managed by Landlord's managing agent, Landlord
may allocate Taxes and Operating Expenses within such complex, development or
group, and between such buildings and structures and the parcels on which they
are located, in accordance with sound accounting and management principles. In
the alternative, Landlord shall have the right to determine, in accordance with
sound accounting and management principles, Tenant's Prorata Share of Taxes and
Operating Expenses based upon the totals of each of the same for all such
buildings and structures, the land constituting parcels on which the same are
located, and all related facilities, including common areas and easements,
corridors, lobbies, sidewalks, elevators, loading areas, parking facilities and
driveways and other appurtenances and public areas, in which event Tenant's
Prorata Share shall be based on the ratio of the rentable area of the Premises
to the rentable area of all such buildings.


                                  ARTICLE 26

                     Conveyance by Landlord and Liability

In case Landlord or any successor owner of the Property or the Building shall
convey or otherwise dispose of any portion thereof in which the Premises are
located, to another Person (and nothing herein shall be construed to restrict or
prevent such conveyance or disposition), such other Person shall thereupon be
and become landlord hereunder and shall be deemed to have fully assumed and be
liable for all obligations of this Lease to be performed by Landlord which first
arise after the date of conveyance, including the return of any Security
Deposit, and Tenant shall attorn to such other Person, and Landlord or such
successor owner shall, from and after the date of conveyance, be free of all
liabilities and obligations hereunder not then incurred. The liability of
Landlord to Tenant for 

                                      24
<PAGE>
 
any default by Landlord under this Lease or arising in connection herewith or
with Landlord's operation, management, leasing, repair, renovation, alteration,
or any other matter relating to the Property or the Premises, shall be limited
to the interest of Landlord in the Property (and the rental proceeds thereof).
Tenant agrees to look solely to Landlord's interest in the Property (and the
rental proceeds thereof) for the recovery of any judgment against Landlord, and
Landlord shall not be personally liable for any such judgment or deficiency
after execution thereon. The limitations of liability contained in this Article
shall apply equally and inure to the benefit of Landlord's present and future
partners, beneficiaries, officers, directors, trustees, shareholders, agents and
employees, and their respective partners, heirs, successors and assigns. Under
no circumstances shall any present or future general or limited partner of
Landlord (if Landlord is a partnership), or trustee or beneficiary (if Landlord
or any partner of Landlord is a trust) have any liability for the performance of
Landlord's obligations under this Lease. Notwithstanding the foregoing to the
contrary, Landlord shall have personal liability for insured claims, beyond
Landlord's interest in the Property (and rental proceeds thereof), to the extent
of Landlord's liability insurance coverage available for such claims.


                                  ARTICLE 27

                                Indemnification

Except to the extent arising from the intentional or grossly negligent acts of
Landlord or Landlord's agents or employees, Tenant shall defend, indemnify and
hold harmless Landlord from and against any and all claims, demands,
liabilities, damages, judgments, orders, decrees, actions, proceedings, fines,
penalties, costs and expenses, including without limitation, court costs and
attorneys' fees arising from or relating to any loss of life, damage or injury
to person property or business occurring in or from the Premises, or caused by
or in connection with any violation of this Lease or use of the Premises or
Property by, or any other act or omission of, Tenant, any other occupant of the
Premises, or any of their respective agents, employees, contractors or guests.
Without limiting the generality of the foregoing, Tenant specifically
acknowledges that the indemnity undertaking herein shall apply to claims in
connection with or arising out of any "Work" as described in Article 8, the
installation, maintenance, use or removal of any "Lines" located in or serving
the Premises as described in Article 29, and the transportation, use, storage,
maintenance, generation, manufacturing, handling, disposal, release or discharge
of any "Hazardous Material" as described in Article 30 (whether or not any of
such matters shall have been theretofor approved by Landlord), except to the
extent that any of the same arises from the intentional or grossly negligent
acts of Landlord or Landlord's agents or employees.


                                  ARTICLE 28

              Safety and Security Devices, Services and Programs

The parties acknowledge that safety and security devices, services and programs
provided by Landlord, if any, while intended to deter crime and ensure safety,
may not in given instances prevent theft or other criminal acts, or ensure
safety of persons or property. The risk that any safety or security device,
service or program may not be effective, or may malfunction, or be circumvented
by a criminal, is assumed by Tenant with respect to Tenant's property and
interests, and Tenant shall obtain insurance coverage to the extent Tenant
desires protection against such criminal acts and other losses, as further
described in Article 11. Tenant agrees to cooperate in any reasonable safety or
security program developed by Landlord or required by Law.

                                       25
<PAGE>
 
                                  ARTICLE 29

                       Communications and Computer Lines

Tenant may install, maintain, replace, remove or use any communications or
computer wires, cables and related devices (collectively the "Lines") at the
Property in or serving the Premises, provided: (a) Tenant shall obtain
Landlord's prior written consent, use an experienced and qualified contractor
approved in writing by Landlord, and comply with all of the other provisions of
Article 8. (b) any such installation, maintenance, replacement, removal or use
shall comply with all Laws applicable thereto and good work practices, and shall
not interfere with the use of any then existing Lines at the Property, (c) an
acceptable number of spare Lines and space for additional Lines shall be
maintained for existing and future occupants of the Property, as determined in
Landlord's reasonable opinion, (d) if Tenant at any time uses any equipment that
may create an electromagnetic field exceeding the normal insulation ratings of
ordinary twisted pair riser cable or cause radiation higher than normal
background radiation, the Lines therefor (including riser cables) shall be
appropriately insulated to prevent such excessive electromagnetic fields or
radiation, (e) as a condition to permitting the installation of new Lines,
Landlord may require that Tenant remove existing Lines located in or serving the
Premises, (f) Tenant's rights shall be subject to the rights of any regulated
telephone company, and (g) Tenant shall pay all costs in connection therewith.
Landlord reserves the right to require that Tenant remove any Lines located in
or serving the Premises which are installed in violation of these provisions, or
which are at any time in violation of any Laws or represent a dangerous or
potentially dangerous condition (whether such Lines were installed by Tenant or
any other party), within three (3) days after written notice.

Landlord may (but shall not have the obligation to): (i) install new Lines at
the Property (ii) create additional space for Lines at the Property, and (iii)
reasonably direct, monitor and/or supervise the installation, maintenance,
replacement and removal of, the allocation and periodic re-allocation of
available space (if any) for, and the allocation of excess capacity (if any) on,
any Lines now or hereafter installed at the Property by Landlord, Tenant or any
other party (but Landlord shall have no right to monitor or control the
information transmitted through such Lines). Such rights shall not be in
limitation of other rights that may be available to Landlord by Law or
otherwise. If Landlord exercises any such rights, Landlord may charge Tenant for
the costs attributable to Tenant, or may include those costs and all other costs
in Operating Expenses under Article 25 (including without limitation, costs for
acquiring and installing Lines and risers to accommodate new Lines and spare
Lines, any associated computerized system and software for maintaining records
of Line connections, and the fees of any consulting engineers and other
experts); provided, any capital expenditures included in Operating Expenses
hereunder shall be amortized (together with reasonable finance charges) over the
period of time prescribed by Article 25.

Notwithstanding anything to the contrary contained in Article 13, Landlord
reserves the right to require that Tenant remove any or all Lines installed by
or for Tenant within or serving the Premises upon termination of this Lease,
provided Landlord notifies Tenant prior to or within thirty (30) days following
such termination. Any Lines not required to be removed pursuant to this Article
shall, at Landlord's option, become the property of Landlord (without payment by
Landlord). If Tenant fails to remove such Lines as required by Landlord, or
violates any other provision of this Article Landlord may, after twenty (20)
days written notice to Tenant, remove such Lines or remedy such other violation,
at Tenant's expense (without limiting Landlord's other remedies available under
this Lease or applicable Law). Tenant shall not, without the prior written
consent of Landlord in each instance, grant to any third party a security
interest or lien in or on the 

                                       26
<PAGE>
 
Lines, and any such security interest or lien granted without Landlord's written
consent shall be null and void. Except to the extent arising from the
intentional or negligent acts of Landlord or Landlord's agents or employees
Landlord shall have no liability for damages arising from, and Landlord does not
warrant that the Tenant's use of any Lines will be free from the following
(collectively called "Line Problems"): (x) any eavesdropping or wire-tapping by
unauthorized parties, (y) any failure of any Lines to satisfy Tenant's
requirements, or (z) any shortages, failures, variations, interruptions,
disconnections, loss or damage caused by the installation, maintenance,
replacement, use or removal of Lines by or for other tenants or occupants at the
Property, by any failure of the environmental conditions or the power supply for
the Property to conform to any requirements for the Lines or any associated
equipment, or any other problems associated with any Lines by any other cause.
Under no circumstances shall any Line Problems be deemed an actual or
constructive eviction of Tenant, render Landlord liable to Tenant for abatement
of Rent, or relieve Tenant from performance of Tenant's obligations under this
Lease. Landlord in no event shall be liable for damages by reason of loss of
profits, business interruption or other consequential damage arising from any
Line Problems.


                                  ARTICLE 30

                              HAZARDOUS MATERIALS

Tenant shall not transport, use, store, maintain, generate, manufacture, handle,
dispose, release or discharge any "Hazardous Material" (as defined below) upon
or about the Property, or permit Tenant's employees, agents, contractors. and
other occupants of the Premises to engage in such activities upon or about the
Property. However, the foregoing provisions shall not prohibit the
transportation to and from, and use, storage, maintenance and handling within,
the Premises of substances customarily used in offices (or such other business
or activity expressly permitted to be undertaken in the Premises under Article
6), provided: (a) such substances shall be used and maintained only in such
quantities as are reasonably necessary for such permitted use of the Premises,
strictly in accordance with applicable Law and the manufacturers' instructions
therefor, (b) such substances shall not be disposed of, released or discharged
on the Property, and shall be transported to and from the Premises in compliance
with all applicable Laws, and as Landlord shall reasonably require, (c) if any
applicable Law or Landlord's trash removal contractor requires that any such
substances be disposed of separately from ordinary trash, Tenant shall make
arrangements at Tenant's expense for such disposal directly with a qualified and
licensed disposal company at a lawful disposal site (subject to scheduling and
approval by Landlord), and shall ensure that disposal occurs frequently enough
to prevent unnecessary storage of such substances in the Premises, and (d) any
remaining such substances shall be completely, properly and lawfully removed
from the Property upon expiration or earlier termination of this Lease.

Tenant shall promptly notify Landlord of: (i) any enforcement, cleanup or other
regulatory action taken or threatened by any governmental or regulatory
authority with respect to the presence of any Hazardous Material on the Premises
or the migration thereof from or to other property, (ii) any demands or claims
made or threatened by any party against Tenant or the Premises relating to any
loss or injury resulting from any Hazardous Material, (iii) any release,
discharge or nonroutine, improper or unlawful disposal or transportation of any
Hazardous Material on or from the Premises. and (iv) any matters where Tenant is
required by Law to give a notice to any governmental or regulatory authority
respecting any Hazardous Material on the Premises. Landlord shall have the right
(but not the obligation) to join and participate as a party in any legal
proceedings or actions affecting the Premises initiated in connection with any
environmental, health or safety Law. At such times as Landlord may reasonably
request, Tenant shall provide Landlord with a written list identifying any
Hazardous Material then used, stored, or maintained upon the Premises, the use
and approximate quantity of each 

                                       27
<PAGE>
 
such material, a copy of any material safety data sheet ("MSDS") issued by the
manufacturer therefor, written information concerning the removal,
transportation and disposal of the same, and such other information as Landlord
may reasonably require or as may be required by Law. The term "Hazardous
Material" for purposes hereof shall mean any chemical, substance, material or
waste or component thereof which is now or hereafter listed, defined or
regulated as a hazardous or toxic chemical, substance, material or waste or
component thereof by any federal, state or local governing or regulatory body
having jurisdiction, or which would trigger any employee or community "right-to-
know" requirements adopted by any such body, or for which any such body has
adopted any requirements for the preparation or distribution of an MSDS.

If any Hazardous Material is released, discharged or disposed of by Tenant or
any other occupant of the Premises. or their employees, agents or contractors,
on or about the Property in violation of the foregoing provisions, Tenant shall
immediately, properly and in compliance with applicable Laws clean up and remove
the Hazardous Material from the Property and any other affected property and
clean or replace any affected personal property (whether or not owned by
Landlord), at Tenant's expense. Such clean up and removal work shall be subject
to Landlord's prior written approval (except in emergencies), and shall include,
without limitation, any testing, investigation, and the preparation and
implementation of any remedial action plan required by any governmental body
having jurisdiction or reasonably required by Landlord. If Tenant shall fail to
comply with the provisions of this Article within five (5) days after written
notice by Landlord, or such shorter time as may be required by Law or in order
to minimize any hazard to Persons or property, Landlord may (but shall not be
obligated to) arrange for such compliance directly or as Tenant's agent through
contractors or other parties selected by Landlord, at Tenant's expense (without
limiting Landlord's other remedies under this Lease or applicable Law). If any
Hazardous Material is released, discharged or disposed of on or about the
Property and such release, discharge or disposal is not caused by Tenant or
other occupants of the Premises, or their employees, agents or contractors, such
release, discharge or disposal shall be deemed casualty damage under Article 10
to the extent that the Premises or common areas serving the Premises are
affected thereby; in such case, Landlord and Tenant shall have the obligations
and rights respecting such casualty damage provided under Article 10.


                                  ARTICLE 31

                                 Miscellaneous

(A) Each of the terms and provisions of this Lease shall be binding upon and
inure to the benefit of the parties hereto, their respective heirs, executors,
administrators, guardians, custodians, successors and assigns, subject to the
provisions of Article 21 respecting Transfers.

(B) Neither this Lease nor any memorandum of lease or short form lease shall be
recorded by Tenant.

(C) This Lease shall be construed in accordance with the Laws of the state in
which Property is located.

(D) All obligations or rights of either party arising during or attributable to
the period ending upon expiration or earlier termination of this Lease shall
survive such expiration or earlier termination.

(E) Landlord agrees that, if Tenant timely pays the Rent and performs the terms
and provisions hereunder, and subject to all other terms and provisions of this
Lease, Tenant 

                                       28
<PAGE>
 
shall hold and enjoy the Premises during the Term, free of lawful claims by any
Person acting by or through Landlord.

(F) This Lease does not grant any legal rights to "light and air" outside the
Premises nor any particular view or cityscape visible from the Premises.

(G) If the Commencement Date is delayed in accordance with Article 4 for more
than one year, Landlord may declare this Lease null and void, and if the
Commencement Date is so delayed for more than seven years, this Lease shall
thereupon become null and void without further action by either party.


                                  ARTICLE 32

                                     Offer

The submission and negotiation of this Lease shall not be deemed an offer to
enter the same by Landlord, but the solicitation of such an offer by Tenant.
Tenant agrees that its execution of this Lease constitutes a firm offer to enter
the same which may not be withdrawn for a period of 30 days after delivery to
Landlord (or such other period as may be expressly provided in any other
agreement signed by the parties). During such period and in reliance on the
foregoing, Landlord may, at Landlord's option (and shall, if required by
applicable Law), deposit any security deposit and Rent, and proceed with any
plans, specifications, alterations or improvements, and permit Tenant to enter
the Premises, but such acts shall not be deemed an acceptance of Tenant's offer
to enter this Lease, and such acceptance shall be evidenced only by Landlord
signing and delivering this Lease to Tenant.

                                       29
<PAGE>
 
                                  ARTICLE 33

                                    Notices

Except as expressly provided to the contrary in this Lease, every notice or
other communication to be given by either party to the other with respect hereto
or to the Premises or Property, shall be in writing and shall not be effective
for any purpose unless the same shall be served personally or by national air
courier service or United States certified mail, return receipt requested,
postage prepaid, addressed, if to Tenant, at the address first set forth in this
Lease, until the Commencement Date, and thereafter to the Tenant at the
Premises, and if to Landlord, at the address at which the last payment of Rent
was required to be made and to Heitman Properties, Ltd. at 180 North LaSalle
Street, Chicago, lllinois 60601, Attn: Property Management, and to IMB Realty
Corporation at 900 N. Michigan Ave., Chicago, lllinois 60611, Attn: Legal
Department, or such other address or addresses as Tenant or Landlord may from
time to time designate by notice as above provided. Every notice or other
communication hereunder shall be deemed to have been given as of the third
business day following the date of such mailing, (or as of any earlier date
evidenced by a receipt from such national air courier service or the United
States Postal Service) or immediately if personally delivered. Notices not sent
in accordance with the foregoing, shall be of no force or effect until received
by the foregoing parties at such addresses required herein.


                                  ARTICLE 34

                              Real Estate Brokers

Tenant represents that Tenant has dealt only with Cushman & Wakefield
of Georgia, Inc. and Bullock, Terrell and Mannelly (whose commission, if
any, shall be paid by Landlord pursuant to separate agreement) as broker, agent
or tinder in connection with this Lease and agrees to indemnify and hold
Landlord harmless from all damages, judgments, liabilities and expenses
(including reasonable attorneys' fees) arising from any claims or demands of any
other broker, agent or finder with whom Tenant has dealt for any commission or
fee alleged to be due in connection with its participation in the procurement of
Tenant or the negotiation with Tenant of this Lease.


                                  ARTICLE 35

                               Security Deposit

Tenant shall deposit with Landlord the amount of $4,823.75 ("Security Deposit"),
upon Tenant's execution and submission of this Lease. The Security Deposit shall
serve as security for the prompt, full and faithful performance by Tenant of the
terms and provisions of this Lease. In the event that Tenant is in Default
hereunder and fails to cure within any applicable time permitted under this
Lease, or in the event that Tenant owes any amounts to Landlord upon the
expiration of this Lease, Landlord may use or apply the whole or any part of the
Security Deposit for the payment of Tenant's obligations hereunder. The use or
application of the Security Deposit or any portion thereof shall not prevent
Landlord from exercising any other right or remedy provided hereunder or under
any Law and shall not, be construed as liquidated damages. In the event the
Security Deposit is reduced by such use or application, Tenant shall deposit
with Landlord within ten (10) days after written notice, an amount sufficient to
restore the full amount of the Security Deposit.  Landlord shall not be required
to keep the Security Deposit separate from Landlord's general funds or pay
interest on the Security Deposit.  Any remaining portion of the Security Deposit
shall be returned to Tenant within sixty (60) days after Tenant has vacated the
Premises in accordance with Article 13.  If the Premises shall be expanded at
any time, or if 

                                       30
<PAGE>
 
the Term shall be extended at an increased rate of Rent, the Security Deposit
shall thereupon be proportionately increased.


                                  ARTICLE 36

                               Entire Agreement

This Lease, together with Riders One through Two, and Exhibits A through ___ and
the documents captioned Work Agreement/Landlord Performance/Improvement
Allowance

(WHICH COLLECTIVELY ARE HEREBY INCORPORATED WHERE REFERRED TO HEREIN AND MADE A
PART HEREOF AS THOUGH FULLY SET FORTH), contains all the terms and provisions
between Landlord and Tenant relating to the matters set forth herein and no
prior or contemporaneous agreement or understanding pertaining to the same shall
be of any force or effect, except any such contemporaneous agreement
specifically referring to and modifying this Lease, signed by both parties.
Without limitation as to the generality of the foregoing, Tenant hereby
acknowledges and agrees that Landlord's leasing agents and field personnel are
only authorized to show the Premises and negotiate terms and conditions for
leases subject to Landlord's final approval, and are not authorized to make any
agreements, representations, understandings or obligations, binding upon
Landlord, respecting the condition of the Premises or Property, suitability of
the same for Tenant's business, or any other matter, and no such agreements.
representations, understandings or obligations not expressly contained herein or
in such contemporaneous agreement shall be of any force or effect. Neither this
Lease, nor any Riders or Exhibits referred to above may be modified, except in
writing signed by both parties.

WITNESSES; ATTESTATION                      LANDLORD: Carlyle Real 
(TWO FOR EACH SIGNATORY                         Estate Limited
if Property is in Florida or Ohio):        Partnership-XV, an Illinois
                                               limited partnership
/s/
_________________________________  By: JMB Realty Corporation, 
                                         a Delaware corporation,                
                                         general partner
_________________________________
 
                                        /s/
                                       ______________________________

                                       ______________________________ 
 
                                       ______________________________ 
/s/
_________________________________  TENANT: Industrial Training Corporation, A
                                        Maryland corporation

                                       BY: /s/
                                          ________________________

                                       NAME TYPED: Frank A. Carchedi

                                       TITLE: Vice President and
                                             Chief Financial Officer


                                  CERTIFICATE

                                      31
<PAGE>
 
                         (IF TENANT IS A CORPORATION)

I, Anne J. Fletcher, Secretary Industrial Training Corporation, Tenant, hereby
certify that the officer(s) executing the foregoing Lease on behalf of Tenant
was duly authorized to act in his capacities as Vice President and Chief
Financial Officer, and his action(s) are the action of Tenant.

(Corporate Seal)          Anne J. Fletcher
                                  Secretary

IF TENANT PAYS FOR ALL ELECTRICITY IN PREMISES, OR FOR SEPARATE HVAC, E.G. BASED
                   ---                                                          
ON SUB-METERS, USE JMB RIDER 112, 112A OR 112B.


                                   RIDER ONE

                                     RULES

(1) On Saturdays, Sundays and Holidays, and on other days between the hours of
6:00 P.M. and 8:00 A.M. the following day, or such other hours as Landlord shall
determine from time to time, access to the Property and/or to the passageways,
entrances, exits, shipping areas, halls, corridors, elevators or stairways and
other areas in the Property may be restricted and access gained by use of a key
to the outside doors of the Property, or pursuant to such security procedures
Landlord may from time to time impose. All such areas, and all roofs, are not
for use of the general public and Landlord shall in all cases retain the right
to control and prevent access thereto by all persons whose presence in the
judgment of Landlord shall be prejudicial to the safety, character, reputation
and interests of the Property and its tenants provided, however, that nothing
herein contained shall be construed to prevent such access to persons with whom
Tenant deals in the normal course of Tenant's business unless such persons are
engaged in activities which are illegal or violate these Rules. No Tenant and no
employee or invitee of Tenant shall enter into areas reserved for the exclusive
use of Landlord, its employees or invitees. Tenant shall keep doors to corridors
and lobbies closed except when persons are entering or leaving.

(2) Tenant shall not paint, display, inscribe, maintain or affix any sign,
placard, picture, advertisement, name, notice, lettering or direction on any
part of the outside or inside of the Property, or on any part of the inside of
the Premises which can be seen from the outside of the Premises without the
prior consent of Landlord, and then only such name or names or matter and in
such color, size, style, character and material as may be first approved by
Landlord in writing. Landlord shall prescribe the suite number and
identification sign for the Premises (which shall be prepared and installed by
Landlord at Tenant's expense). Landlord reserves the right to remove at Tenant's
expense all matter not so installed or approved without notice to Tenant.

(3) Tenant shall not in any manner use the name of the Property for any purpose
other than that of the business address of the Tenant, or use any picture or
likeness of the Property, in any letterheads, envelopes, circulars, notices,
advertisements, containers or wrapping material without Landlord's express
consent in writing.

(4) Tenant shall not place anything or allow anything to be placed in the
Premises near the glass of any door, partition, wall or window which may be
unsightly from outside the Premises, and Tenant shall not place or permit to be
placed any article of any kind on any window ledge or on the exterior walls.
Blinds, shades, awnings or other forms of inside or outside window ventilators
or similar devices, shall not be placed in or about the outside windows in the
Premises except to the extent, if any, that the character, shape, color,
material and make thereof is first approved by the Landlord.

                                       32
<PAGE>
 
(5) Furniture, freight and other large or heavy articles, and all other
deliveries may be brought into the Property only at times and in the manner
designated by Landlord, and always at the Tenant's sole responsibility and risk.
Landlord may impose reasonable charges for use of freight elevators after or
before normal business hours. All damage done to the Property by moving or
maintaining such furniture, freight or articles shall be repaired by Landlord at
Tenant's expense. Landlord may inspect items brought into the Property or
Premises with respect to weight or dangerous nature. Landlord may require that
all furniture, equipment, cartons and similar articles removed from the Premises
or the Property be listed and a removal permit therefor first be obtained from
Landlord. Tenant shall not take or permit to b taken in or out of other
entrances or elevators of the Property, any item normally taken, or which
Landlord otherwise reasonably requires to be taken, in or out through service
doors or on freight elevators. Tenant shall not allow anything to remain in or
obstruct in any way, any lobby, corridor, sidewalk, passageway, entrance, exit,
hall, stairway, shipping area, or other such area. Tenant shall move all
supplies, furniture and equipment as soon as received directly to the Premises,
and shall move all such items and waste (other than waste customarily removed by
Property employees) that are at any time being taken from the Premises directly
to the areas designated for disposal. Any hand-carts used at the Property shall
have rubber wheels.

(6) Tenant shall not overload any floor or part thereof in the Premises, or
Property, including any public corridors or elevators therein bringing in or
removing any large or heavy articles, and Landlord may direct and control the
location of safes and all other heavy articles and require supplementary
supports at Tenant's expense of such material and dimensions as Landlord may
deem necessary to properly distribute the weight.

(7) Tenant shall not attach or permit to be attached additional locks or similar
devices to any door or window, change existing locks or the mechanism thereof,
or make or permit to be made any keys for any door other than those provided by
Landlord. If more than two keys for one lock are desired, Landlord will provide
them upon payment therefor by Tenant. Tenant, upon termination of its tenancy,
shall deliver to the landlord all keys of offices, rooms and toilet rooms which
have been furnished Tenant or which the Tenant shall have had made, and in the
event of loss of any keys so furnished shall pay Landlord therefor.

(8) If Tenant desires signal, communication, alarm or other utility or similar
service connections installed or changed. Tenant shall not install or change the
same without the prior approval of Landlord, and then only under Landlord's
direction at Tenant's expense. Tenant shall not install in the Premises any
equipment which requires more electric current than Landlord is required to
provide under this Lease, without Landlord's prior approval and Tenant shall
ascertain from Landlord the maximum amount of load or demand for or use of
electrical current which can safely be permitted in the Premises, taking into
account the capacity of electric wiring in the Property and the Premises and the
needs of tenants of the Property, and shall not in any event connect a greater
load than such safe capacity.

(9) Tenant shall not obtain for use upon the Premises ice, drinking water,
towel, janitor and other similar services, except from Persons approved by the
Landlord. Any Person engaged by Tenant to provide janitor or other services
shall be subject to direction by the manager or security personnel of the
Property.

(10) The toilet rooms, urinals, wash bowls and other such apparatus shall not be
used for any purpose other than that for which they were constructed and no
foreign substance of any kind whatsoever shall be thrown therein and the expense
of any breakage, stoppage or damage resulting from the violation of this Rule
shall be borne by the Tenant who, or whose employees or invitees shall have
caused it.

(11) The janitorial closets, utility closets, telephone closets, broom closets,
electrical closets, storage closets, and other such closets, rooms and areas
shall be used only for the purposes and in the manner designated by Landlord,
and may not be used by tenants, or 

                                       33
<PAGE>
 
their contractors, agents, employees, or other parties without Landlord's prior
written consent.

(12) Landlord reserves the right to exclude or expel from the Property any
person who, in the judgment of Landlord, is intoxicated or under the influence
of liquor or drugs, or who shall in any manner do any act in violation of these
Rules. Tenant shall not at any time manufacture, sell, use or give away, any
spirituous, fermented, intoxicating or alcoholic liquors on the Premises, nor
permit any of the same to occur (except in connection with occasional social or
business events conducted in the Premises which do not violate any Laws nor
bother or annoy any other tenants). Tenant shall not at any time sell, purchase
or give away, food in any form by or to any of Tenant's agents or employees or
any other parties on the Premises nor permit any of the same to occur (other
than in lunch rooms or kitchens for employees as may be permitted or installed
by Landlord, which does not violate any Laws or bother or annoy any other
tenant).

(13) Tenant shall not make any room-to-room canvass to solicit business or
information or to distribute any article or material to or from other tenants or
occupants of the Property and shall not exhibit, sell or offer to sell, use,
rent or exchange any products or services in or from the Premises unless
ordinarily embraced within the Tenant's use of the Premises specified in the
Lease.

(14) Tenant shall not waste electricity, water, heat or air conditioning or
other utilities or services, and agrees to cooperate fully with Landlord to
assure the most effective and energy efficient operation of the Property and
shall not allow the adjustment (except by Landlord's authorized Property
personnel) of any controls. Tenant shall keep corridor doors closed and shall
not open any windows, except that if the air circulation shall not be in
operation, windows which are openable may be opened with Landlord's consent. As
a condition to claiming any deficiency in the air-conditioning or ventilation
services provided by Landlord, Tenant shall close any blinds or drapes in the
Premises to prevent or minimize direct sunlight.

(15) Tenant shall conduct no auction, fire or "going out of business sale" or
bankruptcy sale in or from the Premises, and such prohibition shall apply to
Tenant's creditors.

(16) Tenant shall cooperate and comply with any reasonable safety or security
programs, including fire drills and air raid drills, and the appointment of
"fire wardens" developed by Landlord for the Property, or required by Law.
Before leaving the Premises unattended, Tenant shall close and securely lock all
doors or other means of entry to the Premises and shut off all lights and water
faucets in the Premises (except heat to the extent necessary to prevent the
freezing or bursting of pipes).

(17) Tenant will comply with all municipal, county, state, federal or other
government laws, statutes, codes, regulations and other requirements, including
without limitation, environmental, health, safety and police requirements and
regulations respecting the Premises, now or hereinafter in force, at its sole
cost, and will not use the Premises for any immoral purposes.

(18) Tenant shall not (i) carry on any business, activity or service except
those ordinarily embraced within the permitted use of the Premises specified in
the Lease and more particularly, but without limiting the generality of the
foregoing, shall not (ii) install or operate any internal combustion engine,
boiler, machinery, refrigerating, heating or air conditioning equipment in or
about the Premises, (iii) use the Premises for housing, lodging or sleeping
purposes or for the washing of clothes, (iv) place any radio or television
antennae other than inside of the Premises, (v) operate or permit to be operated
any musical or sound producing instrument or device which may be heard outside
the Premises, (vi) use any source of power other than electricity, (vii) operate
any electrical or other device from which may emanate electrical or other waves
which may interfere with or impair radio television, microwave, or other
broadcasting or reception from or in the Property or elsewhere, (viii) bring or
permit any bicycle or other vehicle or dog (except in the company of a blind
person or except where specifically permitted) or other 

                                       34
<PAGE>
 
animal or bird in the Property, (ix) make or permit objectionable noise or odor
to emanate from the Premises, (x) do anything in or about the Premises tending
to create or maintain a nuisance or do any act tending to injure the reputation
of the Property, (xi) throw or permit to be thrown or dropped any article from
any window or other opening in the Property, (xii) use or permit upon the
Premises anything that will invalidate or increase the rate of insurance on any
policies of insurance now or hereafter carried on the Property or violate the
certificates of occupancy issued for the premises or the Property, (xiii) use
the Premises for any purpose, or permit upon the Premises anything, that may be
dangerous to persons or property (including but not limited to flammable oils,
fluids paints, chemicals, firearms or any explosive articles or materials) nor
(xiv) do or permit anything to be done upon the Premises in any way tending to
disturb any other tenant at the Property or the occupants of neighboring
property.

(19) If the Property shall now or hereafter contain a building garage, parking
structure or other parking area or facility, the following Rules shall apply in
such areas or facilities:

          (i) Parking shall be available in areas designated generally for
tenant parking, provided to Tenant at no charge. In all cases, parking for
Tenant and its employees and visitors shall be on a "first come, first served,"
unassigned basis, with Landlord and other tenants at the Property, and their
employees and visitors, and other Persons (as defined in Article 25 of the
Lease) to whom Landlord shall grant the right or who shall otherwise have the
right to use the same. all subject to these Rules. as the same may be amended or
supplemented, and applied on a non-discriminatory basis. all as further
described in Article 6 of the Lease. Notwithstanding the foregoing to the
contrary, Landlord reserves the right to assign specific spaces, and to reserve
spaces for visitors, small cars, handicapped individuals, and other tenants
visitors of tenants or other Persons, and Tenant and its employees and visitors
shall not park in any such assigned or reserved spaces. Landlord may restrict or
prohibit full size vans and other large vehicles.

          (ii) In case of any violation of these provisions, Landlord may refuse
to permit the violator to park. and may remove the vehicle owned or driven by
the violator from the Property without liability whatsoever, at such violator's
risk and expense. Landlord reserves the right to close all or a portion of the
parking areas or facilities in order to make repairs or perform maintenance
services, or to alter, modify, re-stripe or renovate the same, or if required by
casualty, strike, condemnation, act of God, Law or governmental requirement, or
any other reason beyond Landlord's reasonable control. In the event access is
denied for any reason, any monthly parking charges shall be abated to the extent
access is denied, as Tenant's sole recourse. Tenant acknowledges that such
parking areas or facilities may be operated by an independent contractor not
affiliated with Landlord, and Tenant acknowledges that in such event, Landlord
shall have no liability for claims arising through acts or omissions of such
independent contractor, if such contractor is reputable.

          (iii) Hours shall be 6 A.M. to 8 P.M., Monday through Friday, and
10:00 A.M. to 1:00 P.M. on Saturdays, or such other hours as may be reasonably
established by Landlord or its parking operator from time to time; cars must be
parked entirely within the stall lines, and only small cars may be parked in
areas reserved for small cars; all directional signs and arrows must be
observed; the speed limit shall be 5 miles per hour: spaces reserved for
handicapped parking must be used only by vehicles properly designated; every
parker is required to park and lock his own car: washing, waxing, cleaning or
servicing of any vehicle is prohibited; parking spaces may be used only for
parking automobiles; parking is prohibited in areas: (a) not striped or
designated for parking, (b) aisles, (c) where "no parking" signs are posted, (d)
on ramps, and (e) loading areas and other specially designated areas. Delivery
trucks and vehicles shall use only those areas designated therefor.

                                       35
<PAGE>
 
JMB 109 (2/89)

                             OFFICE RENT STEP-UPS

                                   RIDER TWO

Notwithstanding anything to the contrary contained in the Lease. The parties
agree as follows: The term "Lease Year" herein means each twelve month period or
portion thereof during the Term commencing with the Commencement Date without
regard to calendar years.

A. Commencing with the second Lease Year, monthly Base Rent shall be increased
to $4,968.46
B. Commencing with the third Lease Year, monthly Base Rent shall be increased to
$5,117.52
C. Commencing with the fourth Lease Year, monthly Base Rent shall be increased
to $5,271.04
D. Commencing with the fifth Lease Year, monthly Base Rent shall be Increased to
$ 5,429.17
E. Commencing with the ____________Lease Year, monthly Base Rent shall be
increased to $ ________
F Commencing with the ____________ Lease Year, monthly Base Rent shall be
increased to $.________
G. Commencing with the _____________Lease Year, monthly Base Rent shall be
Increased to $_______
H. Commencing with the _____________Lease Year, monthly Base Rent shall be
increased to $________
I. Commencing with the _____________Lease Year, monthly Base Rent shall be
increased to $_________
J. Commencing with the ______________Lease Year, monthly Base Rent shall be
increased to $_________

LANDLORD: Carlyle Real Estate Limited Partnership-XV, an Illinois limited
partnership

By: JMB Realty Corporation a Delaware corporation, general partner
             /s/
___________________________________________

TENANT: Industrial Training Corporation

             
By:          /s/
    _______________________________________
                                       36
<PAGE>
 
EXHIBIT A
(Floor plan(s) showing Premises cross-hatched)

                                       37
<PAGE>
 
(2/89)
                                WORK AGREEMENT
                             Landlord Performance
                             Improvement Allowance

                                WORK AGREEMENT

THIS AGREEMENT made as of the 30th day of November, 1995 between Carlyle Real
Estate Limited Partnership-XV ("Landlord") and Industrial Training Corporation
("Tenant").

Reference is made to the lease or tenant expansion agreement dated November 30,
1995 (the "Lease") for premises known as Suite(s) 590 (the "Premises"), located
in the property known as RiverEdge Place (the "Property").

The terms "Plans", "Work", "Space Plan", "Working Drawings", "Finish Selections"
and "Landlord's Space Planner" are defined in Section XIV, below.

I. BASIC TERMS.

A. Space Planner: Hendrick Associates

B. Date To Complete Planning: December 22, 1995 (including any Space Plan,
Working Drawings and Finish Selections)

C. Date To Substantially Complete Work: Commencement Date under the Lease.

D. Improvement Allowance Provided by Landlord: $5.00 per square foot of the
Premises.

E. Number of Space Plan Revisions (including revisions prior hereto) at
Landlord's Cost: one (1); provided, Landlord's cost for Space Plans shall not
exceed in the aggregate $______ per square foot of the Premises (including the
cost of the initial set of Space Plans and all revisions).

F. Number of Working Drawing Revisions (including revisions prior hereto) at
Landlord's Cost: one (1); provided, Landlord's cost for Working Drawings shall
not exceed in the aggregate $ N/A per square foot of the Premises (including the
cost of the initial set of Working Drawings and all revisions).

II. BASIC AGREEMENT. On or before the "Date To Complete Planning" described
above, Tenant shall: (a) provide Space Planner with all information concerning
Tenant's requirements in order for Space Planner to prepare the Plans, and (b)
arrange for Space Planner to prepare the Plans, and obtain Landlord's written
approval thereof. However, Tenant shall not be responsible for delays caused by
Landlord or Landlord's Space Planner, as further described in Section III,
below.

On or before the Commencement Date under the Lease, Landlord shall substantially
complete the Work shown on the final approved Plans. However, Landlord shall not
be responsible for delays caused by Tenant or Tenant's contractors, agents or
employees and as further described in Section IV, below and in Article 4 of the
Lease.

Landlord shall bear the cost of the Plans (including any engineering reports, or
other studies or tests in connection therewith, but excluding any furniture
planning) up to the amounts specified above (provided, such amounts shall be
reduced by ten (10%) if Tenant does not use Landlord's Space Planner to prepare
the Plans); Tenant shall bear any costs of the Plans over such amounts and all
costs in connection with designing non-building standard items.

                                       38
<PAGE>
 
Landlord shall bear the cost of the Work (including the cost of building permits
and sales tax) up to the Improvement Allowance described above (if any), and
Tenant shall bear any costs over such amounts.

III. DELAYS IN PLANNING. The Commencement Date under the Lease shall be
postponed for each day that final Plans are not prepared and approved by the
"Date to Complete Planning" described above, including any revisions reasonably
required by Landlord pursuant to Section V and revisions by Tenant to reduce
Tenant's Cost pursuant to Section IX (collectively called "Delays in Planning").
However, the commencement of Rent shall be postponed only to the extent that
substantial completion of the Work is delayed beyond the Commencement Date as a
result of one or more of the following events (collectively called "Landlord
Delays"):

(a) Landlord takes more than seven (7) working days to approve or disapprove the
Plans or revisions thereof after receiving the same (or such longer time as may
be reasonably required in order to obtain any engineering or HVAC report or due
to other special or unusual features of the Work or Plans),

(b) Landlord's Space Planner takes more than seven (7) working days to meet with
Tenant after receiving a written request for a meeting, or takes more than seven
(7) working days to prepare or revise the Plans after meeting with Tenant and
receiving all information from Tenant required in order to do so (provided this
provision shall apply only if Tenant uses "Landlord's Space Planner" as
described in Section XIV below to prepare the Plans), or

(c) Landlord takes more than thirty (30) working days to provide Tenant with
cost estimates after receiving Plans sufficiently detailed for such purposes
(provided this provision (c) shall only apply if Landlord elects to provide cost
estimates under Section IX below).

IV. DELAYS IN CONSTRUCTION. The Commencement Date under the Lease shall be
postponed for each day that Landlord fails to substantially complete the Work
thereby as a result of strikes, acts of God, shortages of materials or labor,
governmental approvals or requirements, the various causes set forth below, or
any other causes beyond Landlord's reasonable control. In such case, the
commencement of Rent shall be similarly postponed, except to the extent that
delays occur as a result of one or more of the following (collectively called
"Tenant Delays"):

(a) Delays in Planning as described above (except for Landlord Delays), or

(b) Tenant's requests for changes to the Work or Change Orders under Section
Vll, or otherwise.

(c) Tenant's failure to furnish an amount equal to Landlord's reasonable
estimate of Tenant's Cost (if any) within 10 days, as described in Section IX
(which shall give Landlord the absolute right to postpone the Work until such
amount is furnished to Landlord),

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<PAGE>
 
(d) any upgrades, special work or other non-building standard items, or items
not customarily provided by Landlord to office tenants, to the extent that the
same involve longer lead times, installation times, delays or difficulties in
obtaining building permits, requirements for any governmental approval, permit
or action beyond the issuance of normal building permits (as described in
Section Vl), or other delays not typically encountered in connection with
Landlord's standard office improvements,

(e) the performance by Tenant or Tenant's contractors, agents or employees of
any work at or about the Premises or Property, or

(f) any act or omission of Tenant or Tenant's contractors, agents or employees,
or any breach by the Tenant of any provisions contained in this Agreement or in
the Lease, or any failure of Tenant to cooperate with Landlord or otherwise act
in good faith in order to cause the Work to be designed and performed in a
timely manner.

V. LANDLORD'S APPROVAL OF PLANS. Landlord shall either approve any Plans or
revisions submitted pursuant to this Agreement or disapprove the same with
suggestions for making the same acceptable within the time required under
Section III. Landlord shall not unreasonably withhold approval, if the Plans
provide for a customary office layout, with finishes and materials generally
conforming to building standard finishes and materials currently being used by
Landlord at the Property, are compatible with the Property's shell and core
construction, and if no modifications will be required for the Property
electrical, heating, air-conditioning, ventilation, plumbing, fire protection,
life safety, or other systems or equipment, and will not require any structural
modifications to the Property, whether required by heavy loads or otherwise
Landlord may request that Tenant approve Landlord's suggested changes in writing
(such approval not be unreasonably withheld), or Landlord may arrange directly
with Space Planner for revised Plans to be prepared incorporating such
suggestions (in which case, Tenant shall sign or initial the revised Plans
and/or Landlord's notice concerning the suggested changes, if requested by
Landlord). Landlord's approval of the Plans shall not be deemed a warranty as to
the adequacy or legality of the design, and Landlord hereby disclaims any
responsibility or liability for the same.

VI. GOVERNMENTAL APPROVAL OF PLANS. Landlord shall apply for any normal building
permits required for the Work which are issued pursuant to a local building code
as a ministerial matter. If the Plans must be revised in order to obtain such
building permits, Landlord shall promptly notify Tenant. In such case, Tenant
shall promptly arrange for the Plans to be revised to satisfy the building
permit requirements and shall submit the revised Plans to Landlord for approval
as a Change Order under Section VII. Landlord shall have no obligation to apply
for any zoning, parking or sign code amendments, approvals, permits or
variances, or any other governmental approval, permit or action (except normal
building permits as described above). If any such other matters are required,
Tenant shall promptly seek to satisfy such requirements or revise the Plans to
eliminate such requirements. Delays in substantially completing the Work by the
Commencement Date as a result of requirements for building permits or other
governmental approvals, permits or actions shall affect the Commencement Date
and commencement of Rent to the extent provided in Section IV (except that any
delays in obtaining normal building permits as a result of errors or omissions
of Landlord's Space Planner in preparing the Plans shall postpone the
commencement of Rent to the extent that substantial completion of the Work is
delayed thereby beyond the Commencement Date, and Tenant shall not be obligated
to bear the cost of Plan revisions to correct the same, notwithstanding anything
to the contrary contained in this Agreement).

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<PAGE>
 
VII. CHANGES AFTER PLANS ARE APPROVED. If Tenant shall desire any changes,
alterations, or additions to the final Plans after they have been approved by
Landlord. Tenant shall submit a detailed written request or revised Plans (the
"Change Order") to Landlord for approval. If reasonable and practicable and
generally consistent with the Plans thereto for approved, Landlord shall not
unreasonably withhold approval, but all costs in connection therewith, including
without limitation construction costs, permit fees, and any additional plans,
drawings and engineering reports or other studies or tests, or revisions of such
existing items, shall be paid for by Tenant as a Tenant's Cost under Section IX.

VIII. UNUSED IMPROVEMENT ALLOWANCE. If all or any portion of any Improvement
Allowance shall not be used, Landlord shall be entitled to the savings and
Tenant shall receive no credit therefor.*

IX. TENANT'S COST; ESTIMATES (IF APPLICABLE). Any amounts that Tenant is
required to pay under this Agreement shall be referred to as "Tenant's Cost"
herein. Tenant's Cost shall be deemed additional "Rent" under the Lease.
Landlord may at any time reasonable estimate Tenant's Cost in advance, in which
case, Tenant shall deposit such estimated amount with Landlord within 10 days
after requested by Landlord. If such estimated amounts exceeds the actual amount
of Tenant's Cost, Tenant shall receive a refund of the difference, and if the
actual amount shall exceed the estimated amount, Tenant shall pay the difference
to Landlord within 10 days after requested by Landlord.

*, except that Tenant may utilize any unused portion of the Improvement
Allowance (up to an aggregate total of $5,107.50) for directly related moving
expenses, provided Tenant submits to Landlord invoices from vendors detailing
such expense(s).

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<PAGE>
 
In connection with submitting any Plans to Landlord for approval, Tenant may
request that Landlord obtain a written estimate from Landlord's contractor
concerning Tenant's Cost Landlord shall not have an obligation to obtain such
estimates. However, If Landlord elects to obtain such estimates, and if any such
estimates are unacceptable to Tenant, Tenant may eliminate or substitute items
in order to reduce the estimated Tenant's Cost in connection with preparing a
revised version of the Plans.

In connection with submitting any cost estimates to Tenant under this Section,
Landlord may request Tenant's written approval of such estimates. Tenant shall
not unreasonably withhold such approval, and shall approve or disapprove the
same in writing within five (5) days after requested by Landlord. If Tenant
reasonably disapproves any such estimate. Tenant shall meet with the Space
Planner and eliminate or substitute items in order to reduce Tenant's Cost as
described in the preceeding paragraph.

Any cost estimates based on a Space Plan or so-called "pricing plan" will be
preliminary in nature, and may not be relied on by Tenant. However, Landlord
agrees that any written estimate of Tenant's Cost based on the approved Working
Drawings will not be exceeded by more than twenty percent (20%), except to the
extent that: (a) Tenant thereafter makes changes in the Working Drawings or the
Work, (b) overtime labor is required in order to substantially complete the Work
by the Work Completion Date, (c) concealed conditions are encountered on the job
site, (d) new legal requirements become effective following preparation of the
estimate, or (e) there are strikes, acts of God, shortages of materials or
labor, or other causes beyond Landlord's reasonable control.

X. Completion.

A. Landlord shall be deemed to have "substantially completed" the Work for
purposes hereof if Landlord has caused all of the Work to be completed
substantially except for so-called "punchlist items," e.g. minor details of
construction or decoration or mechanical adjustments which do not substantially
interfere with Tenant's occupancy of the Premises, or Tenant's ability to
complete any improvements to the Premises to be made by Tenant. If there is any
dispute as to whether Landlord has substantially completed the Work, the good
faith decision of Landlord's Space Planner shall be final and binding on the
parties.

B. If Landlord notifies Tenant in writing that the Work is substantially
completed, and Tenant fails to object thereto in writing within seven (7) days
thereafter specifying in reasonable detail the items of work needed to be
performed in order for substantial completion, Tenant shall be deemed
conclusively to have agreed that the Work is substantially completed, for
purposes of commencing the Commencement Date and Rent under the Lease.

C. Substantial completion shall not prejudice Tenant's rights to require full
completion of any remaining items of Work. However, if Landlord notifies Tenant
in writing that the Work is fully completed, and Tenant fails to object thereto
In writing within fifteen (15) days thereafter specifying in reasonable detail
the items of work needed to be completed and the nature of work needed to
complete said items, Tenant shall be deemed conclusively to have accepted the
Work as fully completed (or such portions thereof as to which Tenant has not so
objected).

D. Landlord reserves the right to substitute comparable or better materials and
items for those shown in the Plans, so long as they do not materially and
adversely affect the appearance of the Premises.

XI. WORK PERFORMED BY TENANT. Landlord, at Landlord's discretion, may permit
Tenant and Tenant's agents and contractors to enter the Premises prior to
completion of the Work in order to make the Premises ready for Tenant's use and
occupancy. If Landlord permits such entry prior to completion of the Work, then
such permission is conditioned upon Tenant and Tenant's agents, contractors,

                                       42
<PAGE>
 
workmen, mechanics, suppliers and invitees working in harmony and not
interfering with Landlord and Landlord's contractors in doing the Work or with
other tenants and occupants of the Building. If at any time such entry shall
cause or threaten to cause such disharmony or interference, Landlord shall have
the right to withdraw such permission upon twenty-four (24) hours oral or
written notice to Tenant. Tenant agrees that any such entry Into the Premises
shall be deemed to be under all of the terms, covenants, conditions and
provisions of the Lease (including, without limitation, all insurance
requirements), except as to the covenant to pay Rent thereunder, and further
agrees that Landlord shall not be liable in any way for any injury, loss or
damage which may occur to any items of work constructed by Tenant or to other
property of Tenant that may be placed in the Premises prior to completion of the
Work, the same being at Tenant's sole risk.

XII.  Signage. Landlord shall cause signage of building standard material and
design to be placed on or adjacent to the door of the Premises and Tenant shall
pay the cost thereof to Landlord upon demand. The amount due from Tenant
therefor shall be deemed "Rent" under the Lease. Tenant shall promptly advise
Landlord in writing of the name or names Tenant wishes for said signage. The
content of all signage shall be subject to Landlord's prior approval.

XIII. LIABILITY. The parties acknowledge that Landlord is not an architect or
engineer, and that the Work will be designed and performed by independent
architects, engineers and contractors. Accordingly, Landlord does not guarantee
or warrant that the Plans will be free from errors or omissions, nor that the
Work will be free from defects, and Landlord shall have no liability therefor,
provided that such architects, engineers and contractors are licensed and
reputable (except as provided in Section VI). In the event of such errors,
omissions, or defects, Landlord shall cooperate In any action Tenant desires to
bring against such parties.

XIV.  Certain Definitions.

A. "Work" herein means the construction of the improvements shown on the final
approved Plans, and any demolition, preparation or other work required in
connection therewith, including without limitation, any work required to be
performed outside the Premises in order to obtain building permits for the work
to be performed within the Premises (if Landlord elects to perform such work
outside the Premises).

B. "Landlord's Space Planner" herein means the space planner (if any) regularly
used by Landlord and with whom Landlord has a written contractual arrangement
for space planning services at the Property.

C. "Finish Selections" herein means the type and color of floor and wall-
coverings, wall paint and any other finishes.

D. "Plans" hereln means. collectively, any Space Plan, Working Drawings, or
other plans drawings or specifications and Finish Selections (and in the event
of any inconsistency between any of the same, or revisions thereto, the latest
dated item approved by Landlord shall control). The Plans shall be signed or
initialed by Tenant, If requested by Landlord and any Working Drawings shall
include at least three (3) mylar sepias (or such other quantity as Landlord may
reasonably require).

E. "Space Plan" herein means a preliminary floor plan, generally showing
demising walls, corridor doors, interior partition walls and interior doors. The
term "Space Plan" for purposes of this Agreement shall also refer to any so-
called pricing plan", i.e. a more detailed Space Plan, drawn to scale, showing:
(l) any special walls, glass partitions or corridor doors, (2) any restrooms,
kitchens, computer rooms, file rooms and other special 

                                       43
<PAGE>
 
purpose rooms, and any sinks or other plumbing facilities, or other special
facilities or equipment (3) communications system, indicating telephone and
computer outlet locations, and (4) any other details or features reasonably
required in order to obtain a preliminary cost estimate as described in Section
IX, above, or otherwise reasonably requested by Landlord or Landlord's Space
Planner.

F. "Working Drawings" herein means fully dimensioned architectural construction
drawings and specifications, and any required engineering drawings (including
mechanical, electrical, plumbing, air-conditioning, ventilation and heating).
and shall include any applicable items described above for the Space Plan, and
if applicable: (l) electrical outlet locations circuits and anticipated usage
therefor, (2) reflected ceiling plan, including lighting, switching, and any
special ceiling specifications, (3) duct locations for heating, ventilating and
air-conditioning equipment, (4) details of all millwork, (5) dimensions of all
equipment and cabinets to be built in, (6) furniture plan showing details of
space occupancy, (7) keying schedule, (8) lighting arrangement, (9) location of
print machines, equipment in lunch rooms, concentrated file and library loadings
and any other equipment or systems (with brand names wherever possible) which
require special consideration relative to air-conditioning, ventilation,
electrical, plumbing, structural, fire protection, life-fire-safety system, or
mechanical systems, (10) special heating, ventilating and air conditioning
equipment and requirements, (11) weight and location of heavy equipment, and
anticipated loads for special usage rooms, (12) demolition plan, (13) partition
construction plan, (14) Finish Selections, and any other details or features
reasonably required in order to obtain a more firm cost estimate as described in
Section IX, above, or otherwise reasonably requested by Landlord or Landlord's
Space Planner.

XV. Taxes. Tenant shall pay prior to delinquency all taxes, charges or other
governmental impositions (including without limitation, any real estate taxes or
assessments, sales tax or value added tax) assessed against or levied upon
Tenant's fixtures, furnishings, equipment and personal property located in the
Premises and the Work to the Premises under this Agreement. Whenever possible,
Tenant shall cause all such items to be assessed and billed separately from the
property of Landlord. In the event any such items shall be assessed and billed
with the property of Landlord, Tenant shall pay its share of such taxes, charges
or other governmental impositions to Landlord within thirty (30) days after
Landlord delivers a statement and a copy of the assessment or other
documentation showing the amount of such impositions applicable to Tenant.

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<PAGE>
 
XVI. Incorporation Into Lease Default. THE PARTIES AGREE THAT THE PROVISIONS OF
THIS WORK AGREEMENT ARE HEREBY INCORPORATED BY THIS REFERENCE INTO THE LEASE
FULLY AS THOUGH SET FORTH THEREIN. In the event of any express inconsistencies
between the Lease and this Work Agreement, the latter shall govern and control.
Any default by a party hereunder shall constitute a default by that party under
the Lease and said party shall be subject to the remedies and other provisions
applicable thereto under the Lease.

LANDLORD: Carlyle Real Estate Limited Partnership-XV, an Illinois limited
partnership

By: JMB Realty Corporation, a Delaware corporation,
general partner

                    /s/
______________________________________________________

TENANT: Industrial Training Corporation
 
By:                 /s/
    __________________________________________________

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