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                               PRESIDENTIAL TOWERS

                                  OFFICE LEASE

                               U.S. REALTEL, INC.


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<TABLE>
<CAPTION>
1.  BASIC LEASE PROVISIONS.

<S>                                    <C>
A.  Project and Address:               Presidential Towers
                                       555 West Madison Street
                                       Chicago, Illinois 60661

B.  Landlord and Address:              The Habitat Company, as agent for the
                                       beneficiary of LaSalle National Bank
                                       Trust No. 103200
                                       c/o The Habitat Company
                                       350 West Hubbard Street
                                       Chicago, Illinois 60610

C.  Tenant and Current Address:        U.S. RealTel, Inc.
                                       100 S. Wacker Drive
                                       Chicago, Illinois 60606

D.  Date of Lease:                     October 6, 1999

E.  Lease Term:                        Five (5) years

F.  Commencement Date of Term:         The later of October 1, 1999 or the day
                                       after the Landlord's work is completed
                                       and possession of the Premise is
                                       delivered to Tenant.

G.  Expiration Date of the Term:       September 30, 2004

H.  Location and Area of Premises:     9,598 square feet in southwest portion of
                                       Atrium and two (2) parking spaces in the
                                       garage.

I.  Extension Options:                 One - three year option

J.  Security Deposit:                  $13,997 payable as provided in
                                       Paragraph 7

K.  Use:                               General Office Use and as a showroom for
                                       display and sale of Tenant's products and
                                       services and for the operation of
                                       Tenant's telecommunications switching
                                       center.

L.  Broker:                            None

M.  Exhibits:                          Exhibit A - Plan of Premises
                                       Exhibit B - Fixed Rent Schedule
                                       Exhibit C - Landlord Work
</TABLE>


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2. LEASING AGREEMENT. Landlord leases to Tenant and Tenant leases from Landlord
the premises (the "Premises") shown cross-hatched on Exhibit A which are
contained in Presidential Towers (the "Project" or the "Development"), located
at the address stated in Paragraph lA. In addition, the Premises shall include
two (2) spaces in the garage that is part of the Project. In the event Tenant
requests more than two (2) parking spaces for use by Tenant's employees, such
spaces shall be made available at the then current monthly residential rate. The
term of this Lease (the "Term") shall commence on the date (the "Commencement
Date") stated in Paragraph 1F. The Term shall expire on the date (the
"Expiration Date") stated in Paragraph 1G, unless terminated earlier or extended
as otherwise provided in this Lease.

3. INTENTIONALLY DELETED.

4. CHARGES.

               A. HVAC. Landlord shall provide heat and air conditioning
through systems provided by Landlord during all reasonable business hours of
Tenant (Monday through Friday from 8:00 a.m. to 7:00 p.m. and Saturday from 8:00
a.m. to 3:00 p.m.), to the extent reasonably necessary for the comfortable
occupancy and use of the Premises under normal business operations.

               B. OTHER SERVICES. Tenant, at its own expense, shall provide
janitor service, cleaning, refuse removal and interior window washing for the
Premises, such services to be performed by contractors or personnel reasonably
satisfactory to Landlord. Provided Tenant bags its garbage and refuse in a
manner intended to reduce odors and brings such bagged garbage and refuse to
Landlord's compactor, Tenant shall subject to rules and regulations regarding
use promulgated by Landlord, have the right to use the compactor. Landlord shall
from time to time bill Tenant and Tenant shall upon receipt of invoices therefor
reimburse Landlord for Tenant's share of scavenger service costs (presently
measured in yards) charged to Landlord for use of the compactor. Tenant's right
to continue to use the compactor is conditioned upon its payment within five
days after receipt of each such invoice for its share of scavenger service costs
for use of the compactor. Tenant shall reimburse Landlord for all costs and
expenses of repair of the Compactor resulting from Tenant's negligent or
improper use thereof. Nothing contained herein shall obligate Landlord to
furnish a compactor at any time during the Term.

               C. WATER. Landlord shall furnish Tenant with hot water and cold
water.

               D. UTILITY CHARGES. Tenant shall pay for all electric power
furnished for the operation of the Premises. Tenant shall make arrangements
directly with the applicable utility company for providing such service.

               E. USE OF PROJECT AREAS. Tenant shall be entitled to reasonable
use for itself and its suppliers of the loading dock, receiving areas and
freight elevators of the Development, provided that such use shall not
unreasonably interfere with the use of said facilities by Landlord and other
tenants of the Development and their respective suppliers, customers and
invitees.


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               F. FAILURE OF SERVICES. If, as a result of the failure of
Landlord to provide any service required to be provided by it under this Lease,
the Premises are rendered untenantable for a period of 24 consecutive hours,
then, commencing upon the expiration of such 24 hours, Rent shall abate for the
duration of such untenantability until Tenant is able to resume occupancy of the
Premises. Tenant agrees that Landlord shall not be liable for damages for
failure to furnish or delay in furnishing any service which failure or delay is
caused, in whole or in part, by war, insurrection, civil disturbance, riots,
acts of God, governmental action, strikes, lockouts or picketing (whether legal
or illegal), inability to obtain electricity , fuel or supplies , accidents,
casualties, or acts directly or indirectly by Tenant (or Tenant's agents,
representatives, employees, licensees or invitees) or any other at or cause
beyond the reasonable control of Landlord; provided, however, that subject to
the conditions set forth in the preceding sentence, Tenant shall be entitled to
abatement of Rent during the period described in the preceding sentence. Any
failure or delay in furnishing any service required under this Lease to be
provided by Landlord shall not be deemed to be an eviction or disturbance in any
manner of Tenant's use and possession of the Premises, relieve Tenant from its
obligation to pay all Rent when due or from any other obligation of Tenant under
this Lease, except for abatement of Rent during the period described in the
first sentence of this Paragraph.

          5. USE OF PREMISES.

               A. USE. Tenant shall use and occupy the Premises for the use
stated in Paragraph 1K and for no other use or purpose without the express
written consent of Landlord, which consent shall not be unreasonably withheld or
delayed.

               B. OPERATION. Tenant shall operate its business in an
efficient, businesslike and reputable manner. Tenant shall promptly comply with
all laws and ordinances and lawful orders and regulations affecting the Premises
and the cleanliness, safety, occupancy and use of same. Tenant, at its expense,
shall obtain all permits and licenses necessary to conduct its business in the
Premises. Tenant agrees that it will conduct such business in a lawful manner in
good faith, and shall not commit any act tending to injure the reputation of the
Project.

               C. QUIET ENJOYMENT. So long as Tenant is not in default under
this Lease, Tenant shall be entitled to peaceful and quiet enjoyment of the
Premises, subject to the terms of this Lease and the acts or omissions of
persons or entities other than Landlord, its beneficiary and their respective
agents and employees.

               D.   SIGNAGE. Tenant shall have the right to have Tenant's logo
and name painted on the entry door to the Premises.

               E.   PYLON SIGN. Landlord is building a pylon sign at Madison and
Clinton Avenues and Tenant shall have the right to have Tenant's name placed on
the pylon sign.

         6. RENT.

               A. FIX RENT. Commencing on the Commencement Date of Term,
Tenant shall pay to Landlord fixed rent ("Fixed Rent") during the Term without
any abatement, set off or


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deduction whatsoever (except as otherwise expressly permitted in this Lease)
in the initial annual amount of $167,965 ($13,997 per month) which amount
shall increase annually as shown on Exhibit B. Fixed Rent shall be payable in
equal monthly installments in advance on the first day of each calendar month
during the Term. Notwithstanding the foregoing No Fixed Rent shall be payable
for the first one and one half (1 1/2) months of the Term.

               B. PAYMENT OF RENT. All charges, costs and sums required to be
paid by Tenant under this Lease in addition to Fixed Rent shall be considered
additional rent, and Fixed Rent and additional rent shall be collectively
called "Rent". Rent shall be payable without demand, notice, offset or
deduction, except as otherwise specifically stated in this Lease. All Rent
due under this Lease shall be paid by checks payable to the order of "The
Habitat Company, managing agent", the managing agent ("Manager") of Landlord,
which checks shall be mailed or delivered to Landlord at the office of the
Project or in such other manner or at such other place as Landlord may from
time to time designate to Tenant. Fixed Rent will be prorated for partial
months or years within the Term. Tenant's covenant to pay Rent shall be
independent of every other covenant in this Lease.

          7. SECURITY DEPOSIT. As security for the performance of its
obligations under this Lease, Tenant shall pay to Landlord a security deposit
(the "Security Deposit") in the amount stated in Paragraph 1J payable one half
(1/2) upon signing this Lease and one half (1/2) within two (2) business days
after Tenant moves into the Premises. The Security Deposit may be applied by
Landlord to cure any default of Tenant under this Lease, and upon notice by
Landlord of such application, Tenant shall replenish the Security Deposit in
full by promptly paying to Landlord the amount so applied. Landlord shall not
pay interest on the Security Deposit. Within 45 days after the Expiration Date,
Landlord shall return to Tenant the balance, if any, of the Security Deposit.
The Security Deposit shall not be considered an advance payment of Rent or a
measure of damages for any default by Tenant under this Lease, nor shall it be a
bar or defense to any action which Landlord may at any time commence against
Tenant.

          8. CONDITION AND CARE OF PREMISES. Tenant's taking possession of the
Premises shall be conclusive evidence against Tenant that the portion of the
Premises taken possession of was then in good order and satisfactory condition
except for those conditions, if any, set forth on a written "punch list" signed
by Tenant and sent to Landlord within thirty (30) days after Tenant takes
possession. Landlord will use reasonable efforts to complete such punch list
items within fifteen (15) days after receipt of the punch list. No promises of
Landlord to alter, remodel, improve, repair, decorate the Premises or any part
thereof have been made, and no representation respecting the condition of the
Premises or the Project has been made to Tenant by or on behalf of Landlord
except to the extent stated in this Lease including, but not limited to,
Paragraph 24 and Exhibit C. Except for any damage resulting from any negligent
or wanton act of Landlord or its employees and agents, and subject to the
provisions of Paragraph 16, Tenant shall at its own expense keep the Premises in
good repair and tenantable condition and shall promptly and adequately repair
all damage to the Premises caused by Tenant or any of its employees,
contractors, agents or invitees, under the supervision and with the approval of
Landlord and within any reasonable period of time specified by Landlord. Tenant
shall, at its expense: (i) keep the entry doors and the interior of the Premises
in same condition and repair as on the Commencement Date ordinary wear, loss or
damage by or other insured of casualty


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excepted; (ii) keep in good condition and repair, all of Tenant's equipment,
facilities and fixtures (including hardware and heating, cooling,
ventilating, electrical, plumbing and other mechanical facilities) located in
the Premises; and (iii) replace all window glass and door glass broken in the
Premises. If Tenant does not perform its obligations under this Paragraph
promptly and adequately, Landlord, after notice to Tenant specifically
identifying the acts Landlord believes Tenant is obligated to perform and
giving fifteen (15) days opportunity for Tenant to perform such acts, may,
but need not, perform such obligations on behalf of Tenant, and Tenant shall
pay to Landlord within ten (10) days after Landlord's demand, the reasonable
cost paid or incurred by Landlord in performing such obligations.

          9. RETURN OF PREMISES.

               A. SURRENDER. At the termination of this Lease by lapse of
time or otherwise or upon termination of Tenant's right to possession of the
Premises without terminating this Lease, Tenant shall surrender possession of
the Premises to Landlord and deliver all keys to the Premises to Landlord and
make known to Landlord the combination of all locks of vaults or safes then
remaining in the Premises, and shall, subject to the following paragraph,
return the Premises and all equipment, furniture, and fixtures of Landlord in
the Premises to Landlord in as good condition as when Tenant originally took
possession, ordinary wear, loss or damage by fire or other insured casualty,
damage resulting from the act of Landlord or its employees and agents, and
any Tenant improvements excepted, failing which Landlord may restore the
Premises and such equipment and fixtures to such condition and Tenant shall
pay the cost of such restoration to Landlord on demand.

               B. TITLE TO PROPERTY. All Tenant improvements, installations,
additions, partitions, hardware, light fixtures, nontrade fixtures and
improvements, temporary or permanent, except moveable furniture, trade
fixtures and equipment owned by Tenant, in or upon the Premises, whether
installed by Tenant or Landlord, shall be Landlord's property and shall
remain in the Premises, all. without compensation, allowance or credit to
Tenant. If, however, prior to or within ten (10),,days after such termination
Landlord so directs by notice, Tenant, at Tenant's sole expense, shall
promptly remove such of the installations, additions, partitions, hardware,
light fixtures, non-trade fixtures and improvements placed in the Premises by
Tenant and which Landlord, at the time of installation informed Tenant may
have to be removed at the end of the Term and are designated in such notice
and repair any damage to the Premises caused by such removal, failing which
Landlord may remove the same and repair the Premises and Tenant shall pay the
reasonable cost of such removal and repair to Landlord on demand.

               C. TRADE FIXTURES. All moveable furniture, trade fixtures and
equipment placed on the Premises by Tenant shall remain the property of
Tenant and may be removed in whole or in part by Tenant at any time and from
time to time during the Term, provided (i) any such trade fixtures and
equipment removed during the Term shall be replaced with trade fixtures and
equipment of like quality, and (ii) any damage caused by such removal shall
be repaired by Tenant, at Tenant's sole expense. It is further agreed that
all moveable furniture, trade fixtures and equipment owned by Tenant which
are, or may be, installed in the Premises during the Term whether exempt or
not from sale under execution and attachment under the laws of the State of
Illinois, shall at all times be subject to a first lien in favor of Landlord
for all Rent which is due


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under this Lease; provided that Landlord, at Tenant's request, will
subordinate Landlord's lien as provided herein to any lender who, requires,
as a part of such loan, a lien on Tenant's trade fixtures.

               D. RESTORATION. Landlord and Tenant acknowledge that the
Premises are being delivered with carpeting and floor tile in place
throughout the Premises. Tenant shall leave in place any floor covering or
tile flooring on the Premises at the end of the Term without compensation to
Tenant. Tenant shall remove Tenant's furniture, machinery, safes, trade
fixtures and other items of moveable personal property of every kind and
description from the Premises and restore any damage to the Premises caused
by such removal, such removal and restoration to be performed prior to or
within ten days after the expiration or termination of this Lease, or
termination of Tenant's right to possession of the Premises, failing which
Landlord may perform same, in which event the provisions of Paragraph 13G
shall apply.

               E. SURVIVAL. All obligations of Tenant under this Paragraph 9
shall expressly survive the expiration or earlier termination of this Lease.

          10.  ALTERATIONS.

               A. APPROVALS. Without Landlord's prior written consent (which
consent shall not be unreasonably withheld), Tenant shall not make or cause
to be made any alterations, improvements, additions, changes or repairs (an
"alteration", collectively) in or to the Premises; provided that alterations
in any year costing less than $10,000 shall not require Landlord consent; and
further provided that any wiring within existing conduit or inside the drop
ceiling shall not be considered as an alteration provided Tenant notifies
Landlord of any such wiring and such wiring shall not interfere with the
operation of the Development. As a condition to granting its consent to any
alteration, Landlord may impose reasonable requirements, including, without
limitation, requirements as to the manner and time for the performance of
such alteration and the type and amount of insurance and bonds Tenant must
acquire and maintain during the course of performance of such alteration. In
addition, Landlord shall have the right to: approve the contractors
performing the alteration; approve all plans and specifications for the
alteration; review the work of Tenant's architects, engineers, contractors or
mechanics and control any construction or other activities being undertaken
within the Premises; and order reasonable changes in such alteration in
instances in which materials or workmanship is defective or not in accordance
with plans or specifications previously approved by Landlord. Tenant shall
pay the entire cost of any alteration, and if requested by Landlord, shall
deposit with Landlord prior to commencement of such alteration, funds or
other security acceptable to Landlord covering the full cost of such
alteration. Each alteration shall become the property of Landlord when made
and shall be surrendered with the Premises upon the expiration or termination
of this Lease. All approval and reviews under this paragraph shall not be
unreasonably withheld or delayed.

               B. COMPLIANCE WITH LAWS. Each alteration shall be performed in
a good and workmanlike manner using new grades of materials; in full
compliance with all applicable laws, ordinances and governmental regulations,
rules and requirements; and in full compliance with all insurance rules,
orders, directions, regulations and requirements.


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<PAGE>

               C. NO LIENS. Before any alteration is commenced, Tenant shall
give Landlord at least fifteen (15) days' prior written notice of same.
During the course of performance of such alteration Tenant shall, upon
Landlord's request, furnish Landlord with sworn contractor's statements and
lien waivers covering all work previously performed. Any mechanic's liens for
work claimed to have been performed for, or materials claimed to have been
furnished to, Landlord or Tenant shall be discharged by Tenant, by bond or
otherwise, within ten (10) days after the filing of such lien, at Tenant's
sole expense. Nothing herein shall be deemed to prevent Tenant from
contesting, in good faith, any lien claim filed against Tenant. Tenant agrees
to indemnify, hold harmless and defend Landlord, its managing agent and their
respective officers, partners and employees from any liability, loss, cost,
damage or expense (including attorney's fees), arising out of any such lien
claim or out of any other claim relating to work done or materials supplied
to the Premises at Tenant's request or on Tenant's behalf.

          11. ASSIGNMENT AND SUBLETTING.

               A. CONSENT. Tenant shall not without the prior written consent
of Landlord in each instance, which consent shall not be unreasonably
withheld or delayed,

                    (1) assign, mortgage, pledge, hypothecate or otherwise
               transfer or permit the transfer of this Lease or the interest of
               Tenant in this Lease, in whole or in part, by operation of law or
               otherwise;

                    (2) sublet all or any part of the Premises; or

                    (3) permit the use or occupancy of all or any part of the
               Premises for any purpose not permitted under Paragraph 1K or
               by anyone other than Tenant and Tenant's employees and
               customers.

For purposes of this Paragraph 11A an "assignment" shall not be considered to
include a change in the majority ownership or control of Tenant, provided the
new controlling ownership has a net worth equal to or greater than current
controlling ownership and any assignment or other transfer to an affiliate,
subsidiary or parent of Tenant.

               B. CONDITIONS FOR CONSENT. If Tenant enters into an assignment
or sublease it shall submit an executed copy of the sublease or assignment to
Landlord for consent not less than thirty days prior to the proposed
effective date of assignment or the proposed commencement date of the term of
the sublease, as the case may be. In the case of a sublease, the instrument
shall expressly state that it is and shall remain at all times subject and
subordinate to this Lease and all of the terms, covenants and agreements
contained in this Lease. No such assignment or sublease instrument shall
expressly or by implication impose upon Landlord any duties or obligations or
alter the provisions of this Lease. Tenant agrees that the withholding by
Landlord of its consent to such proposed assignment or proposed sublease will
not be deemed "unreasonable" if, among other reasonable criteria to be
examined by Landlord:

                    (1) the net worth of the proposed subtenant or assignee
               is less than that of Tenant;


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                           (2) the intended use of the Premises by the proposed
                  subtenant or assignee is not for general office or retail use;

                           (3) the use of the Premises by the proposed subtenant
                  or assignee would violate or create a potential violation of
                  any laws, ordinances or governmental regulations;

                           (4) the use of the Premises by the proposed subtenant
                  or assignee would violate any other agreements affecting the
                  Premises, the Project, Landlord or any tenants of the Project;

                           (5) the assignment is for less than all of the
                  Premises; or

                           (6) Tenant is in default under this Lease.

Tenant may not submit to Landlord for consent any assignment or sublease on
terms or conditions or with parties different from those stated in the Tenant's
notice for such assignment or sublease.

                  C. NO WAIVER. Consent by Landlord to any assignment,
subletting, transfer, lien, charge, use or occupancy, shall not operate as a
waiver by Landlord of, or to release or discharge Tenant from, any liability
under this Lease, whether past, present or future (including liability arising
during any renewal term of this Lease or with respect to any expansion space
included in the Premises), or be considered to be a consent to or relieve Tenant
from obtaining Landlord's consent to any subsequent assignment, subletting,
transfer, lien, charge, use or occupancy.

                  D. BANKRUPTCY. Without limiting any of the provisions of this
Paragraph 11, if pursuant to the Federal Bankruptcy Code Tenant is permitted to
assign this Lease notwithstanding the restrictions contained in this Paragraph
11, "adequate assurance of future performance" by an assignee which is expressly
permitted under such Code shall, to the extent permitted by law, be considered
to be the deposit with Landlord of cash security in an amount equal to two (2)
months Fixed Rent payable under this Lease as of the effective date of such
assignment, which deposit shall be considered an additional security deposit by
Tenant and held and applied by Landlord as provided in Paragraph 7.

          12.     WAIVER AND INDEMNITY.

                  A. WAIVER. To the extent permitted by law, Tenant waives all
claims against Landlord, the Manager and their respective officers, partners,
agents and employees, for injury or damage to person or property sustained by
Tenant and resulting directly or indirectly from fire or other casualty, cause
or any existing or future condition, defect, matter or thing in or about the
Premises or the Project, or from any equipment or appurtenance in the Project,
or from any accident in or about the Project, or from any act or neglect of any
tenant or other occupant of the Project or of any other person. This Paragraph
12A shall apply especially, but not exclusively, to


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damage caused by water, snow, frost, steam, excessive heat or cold, sewerage,
gas, odors or noise, or the bursting or leaking of pipes or plumbing fixtures,
broken glass, sprinkling or air conditioning devices or equipment, or flooding,
and shall apply without distinction as to the person whose act or neglect was
responsible for the damage and whether the damage was due to any of the acts
specifically enumerated above, or from any other thing or circumstance, whether
of a like nature or of a wholly different nature.

                  B. INDEMNITY. Tenant agrees to indemnify and hold harmless
Landlord, the Manager and their respective officers, partners, agents, and
employees, from and against any and all claims,, demands, actions, liabilities,
damages, costs and expenses (including attorneys' fees), for injuries to all
persons and damage to or theft or misappropriation or loss of property occurring
in or about the Premises and arising from Tenant's occupancy of the Premises or
the conduct of its business or from any activity, work, or thing done, permitted
or suffered by Tenant in or about the Premises or from any breach or default on
the part of Tenant in the performance of any covenant or agreement on the part
of Tenant to be performed under this Lease or due to any other act or omission
of Tenant, its agents or employees. If any such proceeding is filed against
Landlord or any such indemnified party, Tenant agrees to defend such proceeding
at its sole cost by legal counsel reasonably satisfactory to Landlord, if
requested by Landlord.

          13. LANDLORD'S REMEDIES.

                  A. EVENTS OF DEFAULT. Each of the following shall constitute
an event of default by Tenant under this Lease:

                  (1) Tenant fails to pay any installment of Rent when due and
         fails to cure such default within five days after written notice to
         Tenant (which 5-day period shall run concurrently with and not be in
         addition to the statutory Landlord's 5-day notice required under
         Illinois law in dispossession proceedings);

                  (2) Tenant fails to observe or perform any of the other
         covenants or provisions of this Lease to be observed or performed by
         Tenant and fails to cure such default within 15 days after written
         notice to Tenant; provided, that if such default is not susceptible to
         being cured within such 15-day period but Tenant promptly commences
         such cure, said 15-day period shall be extended so long as Tenant is
         actively, diligently and continuously attempting to effectuate such
         cure (and furnishing Landlord with weekly written status reports on
         such efforts) but in no event shall said 15-day period be extended by
         more than 60 days;

                  (3) the interest of Tenant in this Lease is levied upon under
         execution or other legal process;

                  (4) a petition is filed by or against Tenant to declare Tenant
         bankrupt or seeking a plan of reorganization or arrangement under any
         Chapter of the Bankruptcy Code, or any amendment, replacement or
         substitution for such Code; or

                  (5) a receiver is appointed for Tenant or Tenant's property.


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                  B. LANDLORD'S REMEDIES. Upon the occurrence of an event of
default by Tenant under this Lease, Landlord, at its option, without further
notice or demand to Tenant, may:

                  (1) Terminate this Lease by giving written notice thereof to
         Tenant, in which event this Lease and all right, title and interest of
         Tenant under this Lease shall terminate on the date stated in such
         notice;

                  (2) Terminate the right of Tenant to possession of the
         Premises without terminating this Lease by giving written notice
         thereof to Tenant, in which event the right of Tenant to possession of
         the Premises shall cease on the date stated in such notice; and

                  (3) Enforce the provisions of this Lease and enforce and
         protect the rights of Landlord by a suit or suits in equity or at law
         for the specific performance of any covenant or agreement contained
         under this Lease, or for the enforcement of any other appropriate legal
         or equitable remedy, including recovery of all monies due or to become
         due from Tenant under this Lease.

The foregoing rights and remedies shall be distinct, separate and cumulative and
shall not operate to exclude or deprive Landlord of any other right or remedy
allowed to it by law or in equity.

                  C. SURRENDER. If Landlord exercises either remedy provided for
in Paragraph 13B(1) or 13B(2), Tenant shall surrender possession and vacate the
Premises immediately and deliver possession thereof to Landlord, and Landlord
may then or at any time thereafter re-enter and take complete and peaceful
possession of the Premises, with or without process of law, full and complete
license so to do being hereby granted to Landlord, and Landlord may remove all
occupants and property therefrom, using such force as may be necessary, without
being deemed in any manner guilty of trespass, eviction or forcible entry and
detainer and without relinquishing Landlord's right to rent or any other right
given to Landlord hereunder or by operation of law.

                  D. TERMINATION OF POSSESSION. In the event of the termination
of Tenant's right to possession of the Premises without termination of this
Lease under Paragraph 13B(2), such termination of possession shall not release
Tenant, in whole or in part, from Tenant's obligation to pay the Rent hereunder
for the full Term, and Landlord shall have the right, from time to time, to
recover from Tenant, and Tenant shall remain liable for, all Rent and any other
sums thereafter accruing as they become due under this Lease during the period
from the date of such notice of termination of possession to the stated end of
the Term. In any such case, Landlord shall, if and to the extent required by
law, relet the Premises or any part thereof for the account of Tenant for such
rent, for such time (which may be for a term extending beyond the Term of this
Lease) and upon such terms as Landlord, in Landlord's sole discretion, shall
determine, and Landlord shall not be required to accept any tenant offered by
Tenant or to observe any instructions given by Tenant relative to such
reletting, subject however, to Landlord's duty to mitigate damages as required
by law. Also, in any such case, Landlord may make repairs, alterations and
additions in or to the Premises and redecorate the same to the extent


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reasonably necessary or desirable and in connection therewith change the locks
to the Premises, and Tenant shall upon demand pay the reasonable cost thereof.
Landlord may collect the rents from any such reletting and apply the same first
to the payment of the reasonable expenses of re-entry, redecoration, repair and
alterations and second to the payment of Rent herein provided to be paid by
Tenant, and any excess or residue shall operate only as an offsetting credit
against the amount of Rent as the same thereafter becomes due and payable
hereunder, but the use of such offsetting credit to reduce the amount of rent
due Landlord, if any, shall not be deemed to give Tenant any right, title or
interest in or to such excess or residue and any such excess or residue shall
belong to Landlord solely; provided that in no event shall Tenant be entitled to
a credit on its indebtedness to Landlord in excess of the aggregate sum which
would have been paid by Tenant for the period for which the credit to Tenant is
being determined, had no event of default occurred. No such re-entry or
repossession, repairs, alterations and additions, or reletting shall be
construed as an eviction or ouster of Tenant or as an election on Landlord's
part to terminate this Lease unless a written notice of such intention be given
to Tenant or shall operate to release Tenant in whole or in part from any of
Tenant's obligations hereunder, and Landlord. may, at any time and from time to
time, sue and recover judgment for any deficiencies from time to time remaining
after the application from time to time of the proceeds of any such reletting.

                  E. TERMINATION OF LEASE. In the event of the termination of
this Lease under Paragraph 13B(1), Landlord shall be entitled to recover from
Tenant all the fixed dollar amounts of Rent accrued and unpaid for the period up
to and including the termination date, as well as all other additional sums
payable by Tenant, or for which Tenant is liable or in respect of which Tenant
has agreed to indemnify Landlord under any of the provisions of this Lease,
which may be then owing and unpaid, and all costs and expenses, including court
costs and attorneys, fees incurred by Landlord in the enforcement of its rights
and remedies hereunder.

                  F. INTENTIONALLY DELETED.

                  G. REMOVAL OF PROPERTY. All property removed from the Premises
by Landlord pursuant to any provisions of this Lease or of law may be handled,
removed or stored by Landlord, at the cost and expense of Tenant, and Landlord
shall in no event be responsible for the value, preservation or safekeeping
thereof. Tenant shall pay Landlord for all reasonable expenses incurred by
Landlord in such removal and storage charges against such property so long as
the same shall be in Landlord's possession or under Landlord's control. All
property not removed from the Premises or retaken from storage by Tenant within
thirty (30) days after the termination of this Lease shall be conclusively
deemed to have been conveyed by Tenant to Landlord as by bill of sale without
further payment or credit by Landlord to Tenant.

                  H. BANKRUPTCY. In the event a petition is filed by or against
Tenant seeking a plan of reorganization or arrangement under the Bankruptcy
Code, Landlord and Tenant agree, to the extent permitted by law, that the
trustee in bankruptcy shall determine within 60 days after commencement of the
case, whether to assume or reject this Lease.

                  I. ATTORNEY`S FEES. In any action to enforce any provision of
this Lease, the unsuccessful party shall pay all reasonable costs and expenses,
including attorneys' fees and


                                      12
<PAGE>



court costs paid or incurred by the successful party in connection with such
action or proceeding (including appeals) to enforce its rights under this
Agreement.

          14. HOLDING OVER. Tenant shall pay Landlord 175 % of the Fixed Rent
then applicable for each month or partial month during which Tenant retains
possession of all or any part of the Premises after the expiration or
termination of this Lease. Tenant shall indemnify, defend and hold harmless
Landlord, the Manager and their respective officers, partners and employees from
and against any and all claims, liabilities, actions, losses, damages and
expenses (including attorney's fees) asserted against or sustained by any such
party and arising from or by reason of such retention of possession. The
provisions of this Paragraph 14 shall not constitute a waiver by Landlord of any
re-entry rights of Landlord available under this Lease or by law. If Tenant
retains possession of all or any part of the Premises for 30 days after the
expiration or termination of this Lease, then at the sole option of Landlord
expressed by written notice to Tenant, but not otherwise, such holding over
shall constitute a renewal of this Lease for a period of one year commencing on
the date such notice is given by Landlord and upon the same terms and conditions
as are contained in this Lease, provided, however, that Tenant shall pay Rent
for such one-year renewal term at a rate equal to the prevailing market rental
rate for comparable office space in the Development as of the commencement date
of such one-year renewal term.

          15. RULES AND REGULATIONS. Tenant shall abide by all reasonable rules
and regulations adopted by Landlord from time to time for the operation and
management of the Project provided such rules and regulations do not materially
interfere with Tenant's use, possession and quiet enjoyment of the Premises. If
any rules and regulations are contrary to the provisions of this Lease, the
provisions of this Lease shall govern. Landlord shall not be responsible for the
violation of any rules or regulations of the Project by other tenants of the
Project.

          16. FIRE AND OTHER CASUALTY. If all or a substantial part of the
Premises are rendered untenantable by reason of fire or other casualty, or if
the Project is damaged by fire or other casualty in such a manner as materially
adversely affects access to or use of the Premises, Landlord shall with
reasonable diligence take such action as is necessary to repair and restore the
Premises and the Project, provided, however, that if a registered architect
selected by Landlord licensed to do business in the State of Illinois should
certify that such repairs and restorations to the Premises and the Project
cannot be completed by using standard working methods and procedures so as to
make the Premises tenantable (or accessible) within six months from the date
such repairs and restorations are commenced, either party shall have the right
to terminate this Lease by giving to the other party written notice of such
election within ten days after receipt of the architect's certificate. If said
fire or other casualty results in the total destruction of the Project, this
Lease shall automatically terminate as of the date of said fire or other
casualty. Fixed Rent shall abate for that part of the Premises which are
untenantable on a per diem and proportionate area basis from the date of the
fire or other casualty until Landlord has substantially completed the repair and
restoration work; provided, that Tenant does not occupy such part of the
Premises which are untenantable during such period.


                                      13
<PAGE>



          17.     SUBROGATION AND INSURANCE.

                  A. SUBROGATION. Landlord and Tenant agree to have all fire and
extended coverage and material damage insurance which may be carried by either
of them endorsed with a clause providing that any release from liability of or
waiver of claim for recovery from the other party entered into in writing by the
insured thereunder prior to any loss or damage shall not affect the validity of
said policy or the right of the insured to recover thereunder and providing
further that the insurer waives all rights of subrogation which such insurer
might have against the other party. Without limiting any release or waiver of
liability or recovery contained in any other paragraph of this Lease but rather
in confirmation and furtherance thereof, each of the parties hereto waive all
claims for recovery from the other party for any loss or damage to any of its
property insured under valid and collectible insurance policies to the extent of
any recovery collectible under such insurance policies. Notwithstanding the
foregoing or anything contained in this Lease to the contrary, any release or
any waiver of claims shall not be operative, nor shall the foregoing
endorsements be required, in any case where the effect of such release or waiver
is to invalidate insurance coverage or the right of the insured to recover
thereunder or increase the cost thereof (provided that in the case of increased
cost the other party shall have the right, within ten [10] days following
written notice, to pay such increased cost keeping such release or waiver in
full force and effect).

                  B. INSURANCE. Tenant shall carry insurance during the entire
Term hereof insuring Tenant, Landlord, the Manager, and their respective agents
and employees, as their interests may appear, with terms (including deductible
amounts), coverages and with such increases in limits as Landlord may from time
to time reasonably request, but initially Tenant shall maintain the following
coverages in the following amounts:

                  (1) Comprehensive general public liability insurance,
         including contractual liability, an amount not less than $2,000,000.00
         combined single limit per occurrence.

                  (2) Insurance against fire, sprinkler leakage, vandalism, and
         the extended coverage perils for the full replacement cost of all the
         Tenant improvements and all subsequent additions, improvements and
         alterations owned or made by Tenant, if any, to the Premises and of all
         furniture, trade fixtures, equipment, merchandise and all other items
         of Tenant's property on the Premises.

                  (3) Insurance against loss or damage to plate glass in or on
         the Premises.

                  (4) Worker's compensation and occupational diseases insurance
         in the statutory limits prescribed therefor, plus $500,000 employers'
         liability coverage.

Each insurance carrier shall be a responsible insurance carrier authorized to
issue the relevant insurance, authorized to do business in Illinois and having a
policyholder's rating of no less than "A" in the most current edition of Best's
Insurance Reports.

                  C. CERTIFICATES. Tenant shall, prior to the commencement of
the Term, furnish to Landlord policies or certificates evidencing such coverage,
which policies or certificates shall


                                      14
<PAGE>



state that such insurance coverage may not be reduced, cancelled or not renewed
without at least thirty (30) days' prior written notice to Landlord and Tenant
(unless such cancellation is due to non-payment of premium, and in that case
only, ten (10) days' prior notice shall be sufficient).

          18. LANDLORD'S RIGHTS. Landlord shall have the following rights
exercisable without notice (except as expressly provided to the contrary) and
without being deemed an eviction or disturbance of Tenant's use or possession of
the Premises or giving rise to any claim for set-off or abatement of Rent: (1)
To change the name or street address of the Project upon 30 days' prior written
notice to Tenant; (2) To install, affix and maintain signs on the exterior
and/or interior of the Project; (3) to designate and/or approve prior to
installation, all types of signs, window shades, blinds, drapes, awnings or
other similar items, and all internal lighting that may be visible from the
exterior of the Premises; (4) To display the Premises to prospective tenants at
reasonable hours during the last 12 months of the Term; (5) To change the
arrangement of entrances, doors, corridors, elevators and stairs in the Project,
provided that no such change shall materially adversely affect access to the
Premises; (6) To grant to any party the exclusive right to conduct any business
or render any service in or to the Project, provided such exclusive right shall
not operate to prohibit Tenant from using the Premises for the purposes
permitted under this Lease; (7) To close the Project after normal business
hours, except that Tenant and its employees and invitees shall be entitled to
admission at all times under such regulations as Landlord prescribes for
security purposes; (8) To take any and all reasonable measures, including
inspections and repairs to the Premises or to the Project, as may be necessary
or desirable in the operation or protection of the Project; (9) To retain at all
times master keys or pass keys to the Premises; (10) To install, operate and
maintain security systems which monitor, by closed circuit television or
otherwise, all persons entering and leaving the Project; (11) To install and
maintain pipes, ducts, conduits, wires and structural elements located in the
Premises which serve other parts or other tenants of the Project; (12) To make
alterations, improvements, repairs and replacements to the Project or any
systems, equipment or machinery located in, on or under the Project; and (13) to
convert the Project or any portions thereof to condominiums.

          19. ESTOPPEL CERTIFICATE. Tenant shall within ten (10) days after each
prior written request from Landlord, execute and deliver in form and substance
satisfactory to Landlord, an estoppel letter signed by an officer or partner of
Tenant and certifying the status of the following: the Commencement Date and the
Expiration Date; the date to which Rent has been paid; the amount of Rent then
being paid; the amount of any security deposit; Tenant acceptance of the
Premises; if this Lease is in full force and effect and if it has been modified,
amended or assigned (or, if modified, stating the nature of such modification
and certifying that this Lease, as so modified, is in full force and effect); if
all improvements have been fully completed; if there are defaults of Landlord
under this Lease or any existing condition upon which the giving of notice or
lapse of time would constitute a default; if Tenant has received any concession;
if there are offsets to the payment of Rent; if Tenant has received notice from
any insurance company of any defects or inadequacies of the Premises; if Tenant
has options or rights other than as set forth in this Lease; and such other
matters which Landlord may reasonably request. If the letter is to be delivered
to a purchaser or other subsequent owner of the Project, it shall further
include the agreement of Tenant to recognize such purchaser or other subsequent
owner as Landlord under this Lease and to pay Rent to the purchaser or other
subsequent owner or its designee in accordance with the terms of this Lease. It
is expressly


                                      15
<PAGE>



understood and agreed that any such statement may be relied upon by any
prospective purchaser, mortgagee or ground lessor of all or any portion of
the Project. Tenant's failure to deliver such statement within said 10-day
period shall be an event of default under this Lease.

          20. MORTGAGE BY LANDLORD. This Lease is expressly subject and
subordinate at all times to (1) any ground, underlying or operating lease of the
Project or the land on which the Project is located (the "Land") now or
hereafter existing and all amendments, renewals and modifications to any such
lease, and (2) the lien of any mortgage or trust deed encumbering fee title to
the Project, the Land and/or the leasehold estate under any such ground,
underlying or operating lease, and to all advances made or to be made upon the
security of such lien.
Tenant agrees: ,

                  (a) if requested by any mortgagee, trustee or lessor, Tenant
         shall subordinate its interest in this Lease to any such mortgage,
         trust deed or lease and will execute such subordination agreement or
         agreements as may be reasonably required by any said mortgagee, trustee
         or lessor, provided such mortgagee, trustee or lessor executes a
         non-disturbance agreement, and

                  (b) in the event of any default by Landlord under this Lease
         which would give Tenant the right to terminate this Lease or to claim a
         partial or total eviction, Tenant will not exercise any such right
         until (I) it has notified in writing the mortgagee, holder of such
         trust deed or lessor, as the case may be (if the name and address of
         such mortgagee, holder or lessor shall have previously been furnished
         by written notice to Tenant) of such default, and (ii) such mortgagee,
         holder or lessor, as the case may be, fails within a reasonable time
         (not to exceed 30 days) after receipt of such notice to cause such
         default to be cured, and

                  (c) if any such mortgage or trust deed is foreclosed (or a
         deed given in lieu of foreclosure), or if any such lease is terminated,
         upon request of the mortgagee, holder or lessor, as the case may be,
         Tenant will attorn to the purchaser at foreclosure sale (or grantee of
         deed in lieu of foreclosure) or the lessor under the lease, as the case
         may be, and will execute such instruments as may be necessary or
         appropriate to evidence such attornment, provided such mortgagee,
         holder or lessor executes a non-disturbance agreement with Tenant.

         21. NOTICES. All notices and approvals to be given by one party to the
other party under this Lease shall be given in writing, mailed or delivered as
follows:

                  (a) To Landlord c/o The Habitat Company, 555 W. Madison,
         Chicago, Illinois 60661, or to such other person or persons or at such
         other address or addresses designated by notice to Tenant.

                  (b) To Tenant at the Premises. Prior to the Commencement date
         notices to Tenant shall be sent to 100 South Wacker Drive, Suite 850,
         Chicago, Illinois 60606, Attention: Jordan Glazov.


                                      16
<PAGE>



Notices shall be delivered by hand or by United States certified or registered
mail, postage prepaid, return receipt requested. Notices shall be considered to
have been given upon personal delivery or upon posting in the United States
mail.

         22.      MISCELLANEOUS.

                  A. BINDING EFFECT. This Lease shall be binding upon and inure
to the benefit of Landlord and Tenant and their respective heirs, legal
representatives, successors and permitted assigns.

                  B. DEFAULT INTEREST. All amounts owing to Landlord under this
Lease for which the date of payment is not expressly fixed, shall be paid within
ten (10) days after the date Landlord renders appropriate statements of account.
Tenant shall pay Landlord interest on any delinquent Rent owing under this Lease
at a rate equal to five percent (5 %) plus the prime rate of interest from time
to time announced by Bank One N.A., at its principal office in Chicago,
Illinois, as its prime rate, but in no event less than twelve percent (12 %) per
annum from the date due until paid. In the event in Landlord's sole judgment,
the rate of interest so announced should cease to be an effective reference rate
for determining default interest under this Lease, Landlord may by written
notice to Tenant, substitute any other floating rate of interest utilized by
major Chicago banks as a floating interest rate for pricing commercial loans.

                  C. EMINENT DOMAIN. In the event that all or a substantial part
of the Premises or the Project are taken by eminent domain (or by a deed given
in lieu of condemnation) so that the Premises cannot be reasonably used by
Tenant for the purposes for which they are leased, then either party may
terminate this Lease by giving written notice of termination to the other party
within thirty (30) days after such taking. In the event of any taking by eminent
domain (or deed given in lieu of condemnation) the entire award shall be paid to
and retained by Landlord excepting, however, that Tenant may receive from such
award any portion paid on account of trade fixtures and unamortized improvements
in the Premises paid for by Tenant and moving costs.

                  D. EXHIBITS. All Exhibits attached to this Lease are made a
part of this Lease and incorporated by this reference into this Lease.

                  E. ENTIRE AGREEMENT. This Lease and the Exhibits and Rider (if
any) attached to this Lease set forth all the covenants, promises, assurances,
agreements, representations, conditions, warranties, statements and
understandings (the "Representations" collectively) between Landlord and Tenant
concerning the Premises and the Project, and there are no Representations,
either oral or written, between them other than those in this Lease. This Lease
supersedes and revokes all previous negotiations, arrangements, letters of
intent, offers to lease, reservations of space, lease proposals, brochures,
Representations and information conveyed, whether oral or in writing, between
the parties or their respective representatives or any other person purporting
to represent Landlord or Tenant. Tenant acknowledges that it has not been
induced to enter into this Lease by any Representations not set forth in this
Lease, it has not relied on any such Representations, no such Representations
shall be used in the interpretation or construction of this Lease and Landlord
shall have no liability for any consequences arising as a


                                      17
<PAGE>



result of any such Representations. No subsequent alteration, amendment, change
or addition to this Lease shall be binding upon Landlord or Tenant unless in
writing signed by both parties.

                  F. SIGNING. The signing of this Lease by Tenant and delivery
of this Lease to Landlord or its agent does not constitute a reservation of or
option for the Premises or an agreement to enter into a Lease and this Lease
shall become effective only if and when Landlord signs and delivers same to
Tenant; provided, however, the signing and delivery by Tenant of this Lease to
Landlord or its agent shall constitute an irrevocable offer by Tenant to lease
the Premises on the terms and conditions contained in this Lease, which offer
may not be withdrawn or revoked for thirty (30) days after such signing and
delivery. If Tenant is a corporation, it shall deliver to Landlord concurrently
with the delivery to Landlord of a signed Lease, certified resolutions of
Tenant's directors authorizing the signing and delivery of this Lease and the
performance by Tenant of its obligations under this Lease.

                   G. NO ACCORD. No payment by Tenant or receipt by Landlord of
a lesser amount than any installment or payment of Rent due shall be deemed to
be other than on account of the amount due, and no endorsement or statement on
any check or any letter accompanying any check or payment of Rent shall be
considered an accord and satisfaction, and Landlord may accept such check or
payment without prejudice to Landlord's right to recover the balance of such
installment or payment of Rent or pursue any other remedies available to
Landlord. No receipt of money by Landlord from Tenant after the termination of
this Lease or Tenant's right to possession of the Premises shall reinstate,
continue or extend the Term.

                   H. BROKER. Tenant represents to Landlord that other than
Edward Gerstein Tenant has not dealt directly with anyone as broker in
connection with this Lease and that insofar as Tenant knows, no other broker
negotiated this Lease or is entitled to any commission in connection with this
Lease. Tenant indemnifies and holds Landlord and its agents and employees
harmless from all claims of any broker or brokers other than Edward Gerstein,
who claim to have dealt with Tenant in connection with this Lease. Landlord
represents to Tenant that Landlord has not dealt directly with anyone as broker
in connection with this Lease and that insofar as Landlord knows, no other
broker negotiated this Lease or is entitled to any commission in connection with
this Lease. All fees, commissions or compensation to Edward Gerstein and
Mesirow/Stein Real Estate Inc., shall be paid by CCN.

                   I. FORCE MAJEURE. Landlord shall not be considered in default
of any of the terms, covenants and conditions of this Lease on Landlord's part
to be performed, if Landlord fails to timely perform same and such failure is
due in whole or in part to any strike, lockout, labor trouble (whether legal or
illegal), civil disorder, inability to procure materials, failure of power,
restrictive governmental laws and regulations, riots, insurrections, war, fuel
shortages, accidents, casualties, Acts of God, acts caused directly or
indirectly by Tenant (or Tenant's agents, employees or invitees) or any other
cause beyond the reasonable control of Landlord.

                   J. NO PARTNERSHIP. Neither any one or more agreements herein
contained is intended nor shall the same be deemed or construed to create a
partnership between Landlord and Tenant, to make them joint venturers, nor to
make Landlord in any way responsible or liable for the debts or losses of
Tenant.


                                      18
<PAGE>



                   K. PARAGRAPHS. Paragraph captions in this Lease are inserted
only as a matter of convenience and in no way define, limit, construe or
describe the scope or intent of such Paragraphs.

                  L. APPLICABLE LAW. This Lease shall be construed in accordance
with the laws of the State of Illinois.

                  M. TIME. Time is of the essence of this Lease and the
performance of all obligations under this Lease.

                  N. LANDLORD'S PERFORMANCE. If Tenant fails timely to perform
any of its duties under this Lease, Landlord shall have the right (but not the
obligation) after the expiration of any applicable notice and cure period, to
itself perform such duty on behalf and at the expense of Tenant, without further
notice to Tenant, and all sums reasonably incurred by Landlord in performing
such duty shall be considered additional rent under this Lease and shall be due
and payable upon demand by Landlord.

                  O. RECORDING. Tenant shall not record this Lease or a
memorandum of this Lease without Landlord's consent.

                  P. SEVERABILITY. If any clause, phrase, provision or portion
of this Lease or the application of same to any person or circumstance shall be
invalid or unenforceable under applicable law, such event shall not affect,
impair or render invalid or unenforceable the remainder of this Lease, nor any
other clause, phrase, provision or portion of this Lease, nor shall it affect
the application of any clause, phrase, provision or portion of this Lease to
other persons or circumstances.

                  Q. TENANT. The word "Tenant" whenever used herein shall be
construed to mean Tenants or any one or more of them in all cases where there is
more than one Tenant; and the necessary grammatical changes required to make the
provisions hereof apply either to corporations or other organizations,
partnerships or other entities, or individuals, shall in all cases be assumed as
though in each case fully expressed. In all cases where there is more than one
Tenant, the liability of each shall be joint and several.

         23. CORPORATE AUTHORITY. Tenant represents and warrants to Landlord
that:

                  (a) Tenant is a corporation validly organized and in good
         standing and qualified to do business in the State of Illinois;

                  (b) The persons executing this Lease on behalf of Tenant have
         been duly authorized to execute and deliver this Lease; and

                  (c) This Lease, when executed and delivered to Landlord, will
         be binding on and enforceable against Tenant.


                                      19
<PAGE>



         24. LANDLORD WORK. Landlord agrees to repair the bathrooms and all
bathroom fixtures in the Premises so that the same are in good working order and
condition and that the entire Premises will be carpeted or have floor tile
installed. In addition, Landlord agrees, at its cost and expense, to cause to be
promptly performed the work on the Premises as set forth on Exhibit C attached
hereto, provided, however, that to the extent the cost of the Landlord Work
described on Exhibit C exceeds $98,810 the Tenant shall be obligated to promptly
pay such excess and Landlord shall not be obligated to continue with the
performance of Landlord Work until such payment has been made.

         25.      HUD PROVISIONS.

         The effectiveness of this Lease and the obligations of either party
hereunder are subject to the prior written approval of the Secretary of Housing
and Urban Development ("HUD"). This Lease may be cancelled at the option of HUD
in the event HUD becomes the mortgagee or owner of the Project, except that this
provision shall not be applicable so long as a non-disturbance agreement has
been entered into between Landlord, Tenant and the mortgagee of the Project and
approved by HUD. This Lease shall not be modified or amended without the prior
written consent of HUD. This Lease may not be assigned nor may the Premises be
sublet without the prior written consent of HUD. The use of the Premises as
approved by HUD shall not be changed without the written consent of HUD. This
Lease may not be terminated except for breach of a covenant herein without the
prior written consent of HUD. There shall be no assignment or subleasing of any
portion of the Premises without the prior written consent of HUD.

         26.      OPTION TO EXTEND TERM.

                  A. Tenant shall have the option (the "Extension Option") to
extend the original Term for one additional period of three (3) years (the
"Extension Term") commencing upon the day immediately following the Expiration
Date of the original Term, upon the following terms and conditions:

                        (1)Tenant delivers to Landlord on or before the date
               which is one (1) year prior to the Expiration Date of the
               original Term written notice signed by Tenant stating that Tenant
               has elected to exercise the Extension Option; and

                        (2)Tenant is not in default under this Lease on the date
               Tenant delivers to Landlord the notice required under the
               preceding clause (1).

                  B. If Tenant properly exercises the Extension Option, the Term
shall be automatically extended for the Extension Term and all of the provisions
of this Lease shall be applicable during the Extension Term, except that (1) the
Fixed Rent for the Extension Term shall be at the then current market net
effective rate for comparable office space in the Development*, (2) Landlord
shall not be obligated to improve the Premises and Tenant shall not be entitled
to receive any allowance or credit from Landlord for the improvement thereof for
or
---------------------------
*"(if there is no comparable office space in the Development, current market net
effective rate shall be determined by an experienced real estate broker
acceptable to Landlord and Tenant)"


                                      20
<PAGE>



during the Extension Term, and (3) Tenant shall not have any right or Option
to further extend the original Term beyond the expiration date of the Extension
Term.

                  C. In the event the Extension Option is exercised, Landlord
and Tenant agree to promptly enter into a written amendment of this Lease
reflecting the extension of the original Term for the Extension Term, upon the
terms and provisions herein provided.

                  D. The Extension Option shall automatically terminate and be
of no further force or effect from and after the earlier to occur of (1) the
expiration of the Term of this Lease, (2) the termination of the Term of this
Lease, (3) the termination by Landlord of Tenant's right to possession of the
Premises, (4) the assignment of this Lease by Tenant, in whole or in part, (5)
the sublease by Tenant of the Premises or any part thereof, or (6) the failure
of Tenant to timely or properly exercise the Extension Option.

          27. LANDLORD. The term "Landlord" as used in this Lease means only the
owner or owners at the time being of the Project and the Land so that in the
event of any assignment, conveyance or sale, once or successively, of said Land
and Project, or any assignment of this Lease by Landlord, said Landlord making
such sale, conveyance or assignment shall be and hereby is entirely freed and
relieved of all covenants and obligations of Landlord hereunder accruing after
such conveyance, sale or assignment, and Tenant agrees to look solely to such
purchaser, grantee or assignee with respect thereto. This Lease shall not be
affected by any such conveyance, assignment or sale, and Tenant agrees to attorn
to the purchaser, grantee or assignee.

         28. EXCULPATORY PROVISIONS. It is expressly understood and agreed by
and between the parties hereto, anything herein to the contrary notwithstanding,
that each and all of the representations, warranties, covenants, undertakings
and agreements herein made on the part of Landlord while in form purporting to
be the representations, warranties, covenants, undertakings and agreements of
Landlord are nevertheless each and every one of them made and intended, not as
personal representations, warranties, covenants undertakings and agreements by
Landlord or for the purpose of with the intention of binding Landlord
personally, but are made and intended for the purpose only of subjecting the
beneficial owner's and Landlord's interest in the Project, the Land and the
Premises to the terms of this Lease and for no other purpose whatsoever, and in
case of default hereunder by the beneficial owner or Landlord (or default
through, under or by any of its beneficiaries, or agents or representatives of
said beneficiaries), Tenant shall look solely to the interests of the beneficial
owner and Landlord in the Project and Land.


                                      21
<PAGE>



         IN WITNESS WHEREOF, this Lease is executed as of the day and year
aforesaid.

LANDLORD:                                   TENANT:

THE HABITAT COMPANY, as Managing            U.S. REALTEL, INC.
Agent for Presidential Towers, Ltd.,
beneficiary under a Trust Agreement
with LaSalle Bank As Trustee under
Trust Number 103200

By:     /s/ Janice M. Stewart               By:    /s/ Jordan E. Glazov
   -----------------------------               -----------------------------

Title: Sr. Vice President                   Title:   President
      --------------------------                  --------------------------


                                      22
<PAGE>


                                    EXHIBIT A

                                Plan of Premises
                                ----------------

                                [FLOOR PLAN]


                                      23
<PAGE>



                                    EXHIBIT B

<TABLE>
<CAPTION>
                                  Rent Schedule
                                  -------------


         YEAR                      PER MONTH                          PER ANNUM
       <S>                       <C>                                <C>
         2                         $15,269                            $183,223
         3                         $16,603                            $199,244
         4                         $18,005                            $216,066
         5                         $19,477                            $233,729
</TABLE>


                                      24
<PAGE>



                                    EXHIBIT C


   May 24, 1999

   Mr. Sergio Polo
   PRESIDENTIAL TOWERS
   555 W. Madison Street
   Chicago, Illinois 60681

   Re: Mesirow-Stein Space Renovation

   Dear Mr. Polo:

     SIGNATURE CONSTRUCTION TEAM, INC. will provide the necessary labor,
     material and equipment to perform the following:

   I.    Carpentry:
         A.       Supply and install approximately 380 lineal feet of new
                  drywall, floor to ceiling with insulation per proposed new
                  layout.
         B.       Supply and install eighteen (18) new doors, frames and
                  hardware to match existing.
         C.       Install new V.C.T. in coat rooms.
         D.       Supply and Install vinyl base on new walls.
         E.       Rework ceiling to accommodate new lighting.
         F.       Install new counter.
   II.   Painting:
         A,       Paint new walls two (2) coats.
         B.       Paint existing walls one (1) coat.
         C.       Paint new frames and doors.
         D.       Paint existing frames and doors. .
   III.  H.V.A.C:
         A.       Install diffusers to accommodate new lay out.
         B.       Rework ductwork with flexduct to each office.
         C.       Balance space.
   IV.   Sprinkler.
         A.       Rework sprinkler heads to accommodate new lay out.
   V.    Electrical:
         A.       Install twenty-six. switches.
         B.       Install twenty (20) quads.
         C.       Relocate forty (40) light fixtures.
         D.       Install twenty (20) voice/data hookups.


                                      25
<PAGE>



   Mr. Sergio Polo
   PRESIDENTIAL TOWERS
   May 24, 1999
   Page 2

   V.    Electrical, cont'd:
         E.       Install power to east general office cubicles.
         F.       Rework switching,
         G.       Install three (3) exit signs.
         H.       Install two (2) battery packs.
   VI. General Conditions:
            Including:              supervision
                                    Insurance
                                    Clean-up

    NOTE:
        PLEASE NOTE THAT NO CARPET WORK IS INCLUDED
        NO PERMITS ARE INCLUDED.

    All of the above for the amount of $98,610 (Ninety-eight thousand, eight
hundred tan dollars).

    Thank you for giving us the opportunity to be of service to your company.

    Sincerely,
    SIGNATURE CONSTRUCTION TEAM, INC.
/s/ Fernando Tello

Fernando Tello
President

ACCEPTED:                                      DATE:
         -------------------------------------      ---------------------------


                                      26
<PAGE>



                            MESIROW-STEIN RENOVATION

<TABLE>
<CAPTION>
                                 COST BREAKDOWN

                 <S>                                      <C>
                 Carpentry                                $40,565
                 Painting                                 $ 8,298
                 HVAC                                     $10,500
                 Sprinkler                                $ 4,850
                 Electrical                               $20,500
                 General Conditions                       $ 6,777
                                                          -------
                 Direct Cost:                             $91,490
                 Overhead and profit:                     $ 7,320
                                                          -------
                 TOTAL.:                                  $98,810
</TABLE>


                                      27