<PAGE>

                                                               EXHIBIT 10.42

                                 LEASE AGREEMENT


THIS LEASE AGREEMENT is made this 15th day of March, 2000, between TROY HILL I
LLC, a Delaware limited liability company "Landlord"), and UNITED STATIONERS
SUPPLY Co., an Illinois corporation ("Tenant").

<TABLE>
<S>                                       <C>
ANNUAL BASE RENT:                         $812,000.00 ($4.50 P.S.F.)

                                          [subject to adjustment pursuant to Section 2(a)]


BROKERS:                                  Manekin, LLC and Grubb & Ellis

BUILDING:                                 7090 Troy Hill Drive, Elkridge, Maryland 21075,

                                          Comprising of 271,600 square feet.

DEVELOPMENT:                              The entire Troy Hill Corporate Center

                                          Development (Parcels A-1 through A-26),

                                          Comprising of 169.65 acres.

INITIAL MONTHLY BASE RENT:                                                       67,666.67

                                          $4.50 per square foot per annum) [subject to

                                          adjustment pursuant to Section 2(a)].

INITIAL ESTIMATED MONTHLY

OPERATING EXPENSE PAYMENTS:               1. Common Area

(estimates only and subject to               Charges:                           $ 3,762.50

adjustments to actual costs and                          ($0.25 per square foot per annum)

expenses according to the                 2. Taxes:                             $ 6,020.00

provisions of this Lease)                                ($0.40 per square foot per annum)

                                          3. Insurance:                           $ 752.50

                                                         ($0.05 per square foot per annum)

INITIAL MONTHLY BASE RENT AND OPERATING EXPENSE PAYMENTS:                       $78,201.67

LEASE COMMENCEMENT DATE:                  April 1, 2000 (estimated). See Section 2(b).

LEASE TERM:                               Beginning on the Lease Commencement Date
                                          and ending on the last day of the fifth
                                          full calendar year after the Rent
                                          Commencement Date.

PREMISES:                                 That portion of the Building, containing
                                          one hundred eighty thousand six hundred
                                          (180,600) rentable square feet, as
                                          determined by Landlord, as shown on
                                          Exhibit A.

PROJECT:                                  Troy Hill Corporate Center - Parcel A-l,
                                          comprising 30.44 acres, and the
                                          improvements constructed thereon or
                                          therein, including the buildings located
                                          at 7040 and 7090 Troy Hill Drive
                                          comprising of 543,200 rentable square
                                          feet.

RENT COMMENCEMENT DATE:                   60 days after Lease Commencement Date.

RIDERS:                                   Rider No. 1 - Renewal Option.

<PAGE>

<S>                                               <C>
TENANT'S PROPORTIONATE SHARE OF BUILDING:         66.49%                       (180,600+271,600)

TENANT'S PROPORTIONATE SHARE OF PROJECT:          33.25%                       (180,600+543,200)

PROJECT'S PROPORTIONATE SHARE OF DEVELOPMENT:     18%               (30.44 acres / 169.65 acres)

TENANT'S REPRESENTATIVE, ADDRESS AND PHONE \
NUMBER:
</TABLE>

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

         1. GRANTING CLAUSE. In consideration of the obligation of Tenant to
pay rent as herein provided and in consideration of the other terms, covenants
and conditions hereof, Landlord leases to Tenant, and Tenant takes from
Landlord, the Premises, to have and to hold for the Lease Term, subject to the
terms, covenants and conditions of this Lease.


         2. ACCEPTANCE OF PREMISES. (a) Landlord shall refinish the Premises as
follows: (i) demolish the approximately 12,000 square feet of existing offices
located in the front of the Premises; (ii) repaint and recarpet all remaining
office areas using building standard materials; (iii) repair all damaged floor
areas; (iv) increase or modify existing lighting to conform to Tenant's rack
layout plan (the "Lighting Work"); and (v) upgrade truck loading area, as more
specifically described on Exhibit B, attached hereto. The foregoing is
hereinafter collectively referred to as "Landlord's Work". Landlord's Work shall
be completed on or before the Lease Commencement Date except for installation of
the dock levelers (as described on Exhibit B), which installation is expected to
be completed 6-8 weeks after the date this Lease is executed and delivered by
Tenant. All of Landlord's Work shall be performed by Landlord or Manekin, LLC at
Landlord's sole cost and expense except for the Lighting Work, the cost of which
shall be paid as follows. Landlord shall contribute up to Fifty Thousand Dollars
($50,000.00) toward the cost of the Lighting Work ("Landlord's Lighting
Contribution"). In the event that the total cost of the Lighting Work is less
than the amount of Landlord's Lighting Contribution, then the difference (the
"Savings") shall be credited to Tenant as a reduction in Base Rent. The amount
of the reduction shall be determined by amortizing the amount of the Savings
over the initial Lease Term (commencing on the Rent Commencement Date), with
interest at the rate of ten percent (10%) per annum. All costs and expenses
incurred by Landlord for work or materials in connection with the Lighting Work
which exceed Landlord's Lighting Contribution shall be deemed additional rent,
and shall be paid by Tenant upon receipt from Landlord of an invoice therefor.


                  (b) The Lease Commencement Date will be April 1, 2000, so long
as: {i) this Lease is executed by Tenant and delivered to Landlord on or before
March 6, 2000; (ii) Landlord is given adequate access to the Premises by March
6, 2000 in order to allow the commencement of Landlord's Work; and (iii) by
March 21, 2000, the trade fixtures, inventory and personality of the existing
tenant shall have been completely removed from the Premises (collectively, the
"Delivery Conditions"). The Lease Commencement Date of April 1, 2000 will be
delayed by one day for each day of delay in satisfying each of the Delivery
Conditions by the required deadline. Landlord and Tenant agree to use their good
faith efforts to cause each of the Delivery Deadlines to occur by the required
date. In the event that Landlord shall be unable, by reason of construction
delays or otherwise, to deliver possession of the Premises on the Lease
Commencement Date, then the date on which Landlord shall deliver possession
shall thereafter be deemed the Lease Commencement Date for all purposes of this
Lease. In the event that the Lease Commencement Date fails to occur by April 10,
2000 due to Landlord's failure to obtain access to the Premises by March 6,
2000, or the existing tenant's failure to fully vacate the Premises by March 21,
2000, then the Free Rent Period, as defined below, shall be extended by two (2)
days for each day after April 10, 2000 until the Lease Commencement Date occurs,
as Tenant's sole remedy for Landlord's failure to deliver possession by April
10, 2000. In the event that the Lease Commencement Date fails to occur by April
30, 2000 for any reason whatsoever, then Landlord or Tenant may terminate this
Lease by giving written notice to the other of such termination by May 5, 2000,
in which event any rental or operating expense payments previously made by
Tenant to Landlord hereunder shall be promptly returned to Tenant and neither
Landlord nor Tenant shall have any further liability hereunder.


                  (c) On the Lease Commencement Date or such later date as
Landlord may request, Tenant shall promptly enter into a supplementary written
agreement (the "Lease Commencement Agreement") in substantially the form
attached hereto as "Exhibit C" or in such other form as Landlord shall
prescribe, thereby specifying, among other matters, the date as of which the
Lease Term shall have begun, the Rent Commencement Date, and the date as of
which the Lease Term shall end.


                  (d) Tenant shall accept the Premises in its condition as of
the Lease Commencement Date, subject to all applicable laws, ordinances,
regulations, covenants and restrictions, subject however to the following
sentence. Landlord hereby represents, warrants and covenants to Tenant

<PAGE>

that, on the Lease Commencement Date, the Premises will comply with (at
Landlord's expense) all applicable laws, regulations and building codes
affecting the Building generally (and not arising out of Tenant's specific
use) including, without limitation, all laws governing non-discrimination in
public accommodations and commercial facilities including, without
limitation, the requirements of the Americans with Disabilities Act and all
regulations thereunder. Except as set forth in the preceding sentence,
Landlord has made no representation or warranty as to the suitability of the
Premises for the conduct of Tenant's business, and Tenant waives any implied
warranty that the Premises are suitable for Tenant's intended purposes.
Except as provided in this subparagraph (dj or in Paragraph 10, in no event
shall Landlord have any obligation for any defects in the Premises or any
limitation on its use. The taking of possession of the Premises shall be
conclusive that Tenant accepts the Premises and that the Premises were in
good condition at the time possession was taken, except for items that are
Landlord's responsibility under this subparagraph (dj or Paragraph 10 and any
punchlist items agreed to in writing by Landlord and Tenant.

         3. USE. The Premises shall be used only for the purpose of receiving,
storing, shipping and selling (but limited to wholesale sales) products,
materials and merchandise made and/or distributed by Tenant and for such other
lawful purposes as may be incidental thereto; provided, however, with Landlord's
prior written consent, Tenant may also use the Premises for light manufacturing.
Tenant shall not conduct or give notice of any auction, liquidation or going out
of business sale on the Premises. Tenant will use the Premises in a careful,
safe and proper manner and will not commit waste, overload the floor or
structure of the Premises or subject the Premises to use that would damage the
Premises. Tenant shall not permit any objectionable or unpleasant odors, smoke,
dust, gas, noise or vibrations to emanate from the Premises or take any other
action that would constitute a nuisance or would disturb, unreasonably interfere
with or endanger Landlord or any other tenants of the Project. Outside storage,
including without limitation, storage of trucks, trailers and other vehicles, is
prohibited without Landlord's prior written consent; provided, however, that
short-term parking of trucks, trailers and other vehicles in designated parking
areas is permitted, and long-term parking of trucks and trailers at Tenant's
loading docks is permitted. Tenant, at its sole expense, shall use and occupy
the Premises in compliance with all laws, including without limitation, the
Americans With Disabilities Act, orders, judgments, ordinances, regulations,
codes, directives, permits, licenses, covenants and restrictions now or
hereafter applicable to the Premises (collectively, "Legal Requirements"). The
Premises shall not be used as a place of public accommodation under the
Americans With Disabilities Act or similar state statutes or local ordinances or
any regulations promulgated thereunder, all as may be amended from time to time.
Tenant shall, at its expense, make any alterations or modifications, within or
without the Premises, that are required by Legal Requirements related to
Tenant's use or occupation of the Premises. Tenant will not use or permit the
Premises to be used for any purpose or in any manner that would void Tenant's or
Landlord's insurance, increase the insurance risk or cause the disallowance of
any sprinkler credits. If any increase in the cost of any insurance on the
Premises or the Project is caused by Tenant's use or occupation of the Premises,
or because Tenant vacates the Premises, then Tenant shall pay the amount of such
increase to Landlord. Any occupation of the Premises by Tenant prior to the
Lease Commencement Date shall be subject to all obligations of Tenant under this
Lease.


         4. BASE RENT. Commencing on the Rent Commencement Date, it being
understood and agreed that Tenant shall have and enjoy the Premises from the
Lease Commencement Date until the Rent Commencement Date (the "Free Rent
Period"} without the obligation to pay Base Rent, Tenant shall pay Base Rent in
the amount set forth above. Although Tenant has been given the Premises free of
the obligation to pay Base Rent during the Free Rent Period, Tenant shall
otherwise observe, perform and obey all other obligations on its part to
observe, perform and obey during such Free Rent Period. The first month's Base
Rent and the first monthly installment of estimated Operating Expenses (as
hereinafter defined} shall be due and payable on the date hereof, and Tenant
promises to pay to Landlord in advance, without demand, deduction or set-off,
monthly installments of Base Rent on or before the first day of each and every
calendar month for which payment is due succeeding the Rent Commencement Date.
Payments of Base Rent for any fractional calendar month, including the month in
which the Rent Commencement Date shall occur, shall be prorated based upon the
number of days in each such partial month. All payments required to be made by
Tenant 'to Landlord hereunder shall be payable at such address as Landlord may
specify from time to time by written notice delivered in accordance herewith.
The obligation of Tenant to pay Base Rent and other sums to Landlord and the
obligations of Landlord under this Lease are independent obligations. Tenant
shall have no right at any time to abate, reduce, or set-off any rent due
hereunder except as may be expressly provided in this Lease. If Tenant is
delinquent in any monthly installment of Base Rent or of estimated Operating
Expenses for more than 5 days after written notice to Tenant that such amount is
due, Tenant shall pay to Landlord on demand a late charge equal to two and
one-half percent (2.5%) of such delinquent sum; provided, however, that no
notice shall be required to be given to Tenant, and such late charge shall be
automatically due, if Landlord has given such notice to Tenant once in the
preceding twelve months. The provision for such late charge shall be in addition
to all of Landlord's other rights and remedies hereunder or at law and shall not
be construed as a penalty.

<PAGE>

         5. INTENTIONALLY DELETED.


         6. OPERATING EXPENSE PAYMENTS. During each month of the Lease Term,
commencing on the Rent Commencement Date, on the same date THAT Base Rent is
due, Tenant shall pay Landlord an amount equal to 1/12 of the annual cost, as
estimated by Landlord from time to time, of Tenant's Proportionate Share of
Operating Expenses for the Building (with respect to utilities and other
Building specific expenses), the Project (with respect to Taxes, insurance,
exterior site lighting, and other common area maintenance and expenses shared by
the buildings within the Project), and the Development (with respect to
stormwater management expenses, Development signage, and other expenses shared
by all buildings within the Development), as the case may be. Payments thereof
for any fractional calendar month shall be prorated. Set forth on Exhibit D
attached hereto is an estimated budget of the Operating Expenses for calendar
year 2000. Landlord hereby agrees to use its good faith efforts to maintain the
cost of those Operating Expenses within Landlord's reasonable control. The term
"Operating Expenses" means all costs and expenses incurred by Landlord with
respect to the ownership, maintenance, and operation of the Project including,
but not limited to costs of: Taxes (hereinafter defined) and fees payable to tax
consultants and attorneys for consultation and contesting taxes (provided,
however, that the amount of fees paid to tax consultants and attorneys and
included in Operating Expenses shall not exceed the amount of savings in Taxes
resulting from such contest); insurance; utilities; maintenance, common area
maintenance, repair and replacement of all portions of the Building, including
without limitation, paving and parking areas, roads, roofs, alleys, and
driveways, mowing, landscaping, exterior painting, utility lines, lighting,
electrical systems and other mechanical and Building systems; the cost of
maintaining a limited parts and labor service contract on all heating,
ventilation and air conditioning systems; amounts paid to contractors and
subcontractors for work or services performed in connection with any of the
foregoing; charges or assessments of any association to which the Building is
subject; the Project's pro rata share of certain expenses incurred for the
Development (including stormwater management expenses, Development signage, and
certain landscaping for the Development); property management fees payable to a
property manager, including any affiliate of Landlord, or if there is no
property manager, an administration fee of 15 percent of Operating Expenses
payable to Landlord; security services, if any; trash collection, sweeping and
removal; and additions or alterations made by Landlord to the Building or in
order to comply with Legal Requirements (other than those the Project expressly
required herein to be made by Tenant) or that are appropriate to the continued
operation of the Project or the Building as a bulk warehouse facility in the
market area, provided that the cost of additions or alterations that are
required to be capitalized for federal income tax purposes shall be amortized on
a straight line basis over a period equal to the lesser of the useful life
thereof for federal income tax purposes or 10 years. Operating Expenses shall
include the costs and expenses for capital repairs and capital replacements
required to be made by Landlord under Paragraph 10 of this Lease provided such
costs are amortized or depreciated in accordance with consistently applied
accounting principles.

         Operating Expenses shall not include debt service under mortgages or
ground rent under ground leases, costs of restoration to the extent of net
insurance proceeds received by Landlord with respect thereto, leasing
commissions, or the costs of renovating space for tenants, including without
limitation, the Tenant.

         If Tenant's total payments of Operating Expenses for any year are
less than Tenant's applicable Proportionate Share of actual Operating
Expenses for such year, then Tenant shall pay the difference to Landlord
within 30 days after demand (which demand shall include an itemization of the
costs included within the Operating Expenses for the applicable year), and if
more, then Landlord shall retain such excess and credit it against Tenant's
next monthly installment of Base Rent. Unless Tenant gives Landlord written
notice of its exception to any such demand within thirty (30) days after
delivery thereof, the same shall be conclusive and binding on Tenant;
provided, however, that in the event that Tenant shall give Landlord written
notice of any exception within such thirty (30) day period, Tenant shall
nevertheless be obligated to pay the additional rent. For purposes of
calculating Tenant's Proportionate Share of Operating Expenses, a year shall
mean a calendar year (except as to Taxes, which shall mean July 1 - June 30)
except the first year, which shall begin on the Lease Commencement Date, and
the last year, which shall end on the expiration of this Lease. With respect
to Operating Expenses which are allocated to the Building, the Project, or
the Development, as provided in the first paragraph of this Paragraph 6,
Tenant's Proportionate Share shall be the applicable percentages set forth on
page 2 of this Lease as reasonably adjusted by Landlord from time to time to
include changes in the overall size of the Building, the Project or the
Development, as the case may be. With respect to Operating Expenses which
Landlord allocates only to the Building, Landlord may equitably increase
Tenant's Proportionate Share for any item of expense or cost reimbursable by
Tenant that relates to a repair, replacement, or service that benefits only
the Premises or only a portion of the Project or Building that includes the
Premises or that varies with occupancy or use. The estimated Operating
Expenses for the Premises set forth on the first page of this Lease are only
estimates, and Landlord makes no guaranty or warranty that such estimates
will be accurate.

         Upon reasonable notice, Landlord shall make available for Tenant's
inspection at Landlord's

<PAGE>

or Landlord's property manager's office, during normal business hours, at
Tenant's sole cost and expense, Landlord's records and invoices relating to
the Operating Expenses for the immediately preceding period; PROVIDED,
HOWEVER, that unless Tenant shall have given Landlord written notice of its
exception to any such statement for additional rent within thirty (30) days
after delivery thereof, the same shall be conclusive and binding on Tenant;
PROVIDED FURTHER that in the event that Tenant shall give to Landlord written
notice of its exception to such statement within such thirty (30) day period,
Tenant shall nevertheless be obligated to pay the additional rent pursuant to
and within the time period required by the provisions of this Section, but
shall have the right, following such payment, to contest the amount set forth
in such statement in a court of competent jurisdiction without being in
breach or default of this Lease.

         7. UTILITIES. Except to the extent commonly metered and included
within Operating Expenses, Tenant shall pay for all water, gas, electricity,
heat, light, power, telephone, sewer, sprinkler services, refuse and trash
collection, and other utilities and services used on the Premises, and shall
pay all maintenance charges for utilities and any storm sewer charges or
other similar charges for utilities imposed by any governmental entity or
utility provider, together with any taxes, penalties, surcharges or the like
pertaining to Tenant's use of the Premises. Landlord may cause, at Tenant's
expense, any utilities to be separately metered or charged directly to Tenant
by the provider. No interruption or failure of utilities shall result in the
termination of this Lease or the abatement of rent. Tenant agrees to limit
use of water and sewer for normal restroom use.

         8. TAXES. Landlord shall pay all Taxes that accrue against the
Project during the Lease Term, which shall be included as part of the
Operating Expenses charged to Tenant pursuant to Paragraph 6. "Taxes" shall
mean any present or future federal, state, municipal, local and/or any other
taxes, assessments, levies, benefit charges, and/or other governmental and/or
private impositions (including business park charges and dues), levied,
assessed and/or agreed to be imposed upon the Real property of which the
Premises are a part or any part or parts of said property, or upon the rent
due and payable hereunder, whether or not now customary or within the
contemplation of the parties hereto and regardless of whether the same shall
be extraordinary or ordinary, general or special, foreseen or unforeseen, or
similar or dissimilar to any of the foregoing but shall not include any
inheritance, estate, succession, income, profits or franchise tax, provided,
however, if at any time during the Lease Term or any extension thereof the
method of taxation prevailing at the commencement of the Lease Term shall be
altered or eliminated so as to cause the whole or any part of the items
defined as Taxes above to be replaced by a levy, assessment or imposition,
wholly or partly as a capital levy, or otherwise, on the rents or income
(provided the tax on such income is not a tax levied on taxable income
generally) received from the buildings, wholly or partly in place of an
imposition on or as a substitute for, or an increase of, taxes in the nature
of real estate taxes issued against the real property, then the charge to
Landlord resulting from such altered or replacement method of taxation shall
be deemed to be within the definition of "Taxes". All reasonable expenses
incurred by Landlord (including attorneys' fees and costs) in contesting any
increase in Taxes or any increase in the assessment of the Real Property
shall be included as an item of Taxes. If any such tax or excise is levied or
assessed directly against Tenant, then Tenant shall be responsible for and
shall pay the same at such times and in such manner as the taxing authority
shall require. Tenant shall be liable for all taxes levied or assessed
against any personal property of fixtures placed in the Premises, whether
levied or assessed against Landlord or Tenant.

         Tenant acknowledges that Landlord must pay the Taxes for an entire
tax year (i.e., July 1 - June 30) in advance. Therefore, within thirty (30)
days after the Commencement Date, Tenant shall pay to Landlord a sum equal to
Tenant's Proportionate Share of the pre-paid Taxes paid by Landlord for the
tax year in which the Commencement Date occurs (the "Commencement Tax Year"),
pro-rated from the Commencement Date to the end of the Commencement Tax Year.
During the tax year immediately following the Commencement Tax Year (the
"Second Tax Year"), Tenant shall reimburse Landlord, upon receipt of an
invoice therefor, for Tenant's Proportionate Share of any pre-paid Taxes paid
by Landlord with respect to the Second Tax Year, after subtracting therefrom
the amount of any estimated payments made by Tenant pursuant to this Section
8 with respect to such Second Tax Year. Thereafter, Tenant's estimated
monthly amount of Tenant's Proportionate Share of Taxes as set forth above
shall be adjusted to reflect its Proportionate Share of such actual Taxes,
which monthly amounts shall be applied to the tax years immediately following
the Second Tax Year and succeeding tax years, subject to further adjustment.
Following termination of the Lease Term by passage of time or for any reason
other than Tenant's default of this Lease (the "Termination Date"), Tenant
shall be reimbursed by Landlord to the extent of any Proportionate Share of
Taxes which it has pre-paid as of such Termination Date for the period beyond
such Termination Date.

         9. INSURANCE. Landlord shall maintain all risk property insurance
covering the full replacement cost of the Building, less a commercially
reasonable deductible. Landlord may, but is not obligated to, maintain such
other insurance and additional coverage as it may deem necessary, including,
but not limited to, commercial liability insurance and rent loss insurance.
All such insurance shall be included as part of the Operating Expenses
charged to Tenant pursuant to Paragraph 6. The Project or Building may be
included in a blanket policy (in which case the cost of

<PAGE>

such insurance allocable to the Project or Building will be determined by
Landlord based upon the insurer's cost calculations). Tenant shall also
reimburse Landlord for any increased premiums or additional insurance which
Landlord reasonably deems necessary as a result of Tenant's use of the
Premises.

         Tenant, at its expense, shall maintain during the Lease Term: (i)
all risk property insurance covering the full replacement cost of all
property and improvements installed or placed in the Premises by Tenant at
Tenant's expense; (ii) worker's compensation insurance with no less than the
minimum limits required by law; (iii) employer's liability insurance with
such limits as required by law; and, (iv) commercial liability insurance with
a minimum limit of $1,000,000 per occurrence and a minimum umbrella of
$1,000,000, for a total minimum combined general liability and umbrella limit
of $2,000,000 (together with such additional umbrella coverage as Landlord
may reasonably require) for property damage, personal injuries or deaths of
persons occurring in or about the Premises. Landlord may from time to time
require reasonable increases in any such limits. The commercial liability
policies shall name Landlord and Manekin, LLC as additional insureds, insure
on an occurrence and not a claims-made basis, be issued by insurance
companies which are reasonably acceptable to Landlord, not be cancelable
unless thirty (30) days prior written notice shall be given to Landlord,
contain a hostile fire endorsement and a contractual liability endorsement
and provide primary coverage to Landlord (any policy issued to Landlord
providing duplicate or similar coverage shall be deemed excess over Tenant's
policies). Such policies or certificates thereof shall be delivered to
Landlord by Tenant upon commencement of the Lease Term and upon each renewal
of said insurance.

         The all risk property insurance obtained by Landlord and Tenant
shall include a waiver of subrogation by the insurers and all rights based
upon an assignment from its insured, against Landlord and Tenant, their
officers, directors, employees, managers, agents, invitees and contractors,
in connection with any loss or damage thereby insured against. Neither party
nor its officers, directors, employees, managers, agents, invitees or
contractors shall be liable to the other for loss or damage caused by a risk
which is covered by all risk property insurance actually in place, and each
party waives any claims against the other party and its officers, directors,
employees, managers, agents, invitees and contractors for such loss or
damage. The failure of a party to insure its property shall not void this
waiver. Landlord and its agents, employees and contractors shall not be
liable for, and Tenant hereby waives all claims against such parties for,
business interruption and losses occasioned thereby sustained by Tenant or
any person claiming through Tenant resulting from any accident or occurrence
in or upon the Premises or the Project from any cause whatsoever, including
without limitation, damage caused in whole or in part, directly or
indirectly, by the negligence of Landlord or its agents, employees or
contractors.

         10. LANDLORD'S REPAIRS. Landlord shall maintain, at its expense, the
structural soundness of the roof, foundation, and exterior walls of the
Building in good repair, reasonable wear and tear and uninsured losses and
damages caused by Tenant, its agents and contractors excluded. The term
"walls" as used in this Paragraph 10 shall not include windows, glass or
plate glass, doors or overhead doors, special store fronts, dock bumpers,
dock plates or levelers, or office entries. Tenant shall promptly give
Landlord written notice of any repair required by Landlord pursuant to this
Paragraph 10, after which Landlord shall have a reasonable opportunity to
repair.

         11. TENANT'S REPAIRS. Landlord, at Tenant's expense as provided in
Paragraph 6, shall maintain in good repair and condition the parking areas
and other common areas of the Building, including but not limited to, roofs,
driveways, alleys, landscape and grounds surrounding the Premises. Subject to
Landlord's obligation in Paragraph 10 and subject to Paragraphs 9 and 15,
Tenant, at its expense, shall repair, replace and maintain in good condition
all portions of the Premises and all areas, improvements and systems
exclusively serving the Premises including, without limitation, fire
sprinklers and fire protection systems, entries, doors, ceilings, windows,
interior walls, the interior side of demising walls and the heating,
ventilation and air conditioning system (to the extent not covered under the
maintenance contract provided by Landlord at Tenant's expense pursuant to
Paragraph 6) (it being understood and agreed, however, that the repair and/or
replacement of the roof is the obligation of Landlord, subject to any
reimbursement by Tenant as set forth in Section 6 above). Any repair and
replacements of those portion of the Premises for which Tenant is responsible
include capital expenditures and repairs whose benefit may extend beyond the
Term. If Tenant fails to perform any repair or replacement for which it is
responsible, Landlord may, but shall not have the obligation to, perform such
work and shall be reimbursed by Tenant, as additional rent hereunder, within
10 days after demand therefor. Subject to Paragraphs 9 and 15, Tenant shall
bear the full cost of any repair or replacement to any part of the Building
or Project that results from damage caused by Tenant, its agents,
contractors, or invitees, and any repair that benefits only the Premises.

         12. TENANT-MADE ALTERATIONS AND TRADE FIXTURES. Any alterations,
additions, or improvements to the Premises made by or on behalf of Tenant
("Tenant-Made Alterations"), shall be subject to Landlord's prior written
consent, which consent shall not be unreasonably withheld. Tenant shall
cause, at its expense, all Tenant-Made Alterations to comply with insurance
requirements and with

<PAGE>

Legal Requirements as a result of any Tenant-Made Alterations. All
Tenant-Made Alterations shall be constructed in a good and workmanlike manner
by contractors reasonably acceptable to Landlord and only grades of materials
acceptable to Landlord shall be used. All plans and specifications for any
Tenant-Made Alterations shall be submitted to Landlord for its prior written
approval, which consent shall not be unreasonably withheld. Landlord may
monitor construction of the Tenant-Made Alterations. Tenant shall reimburse
Landlord for its costs in reviewing plans and specifications and in
monitoring construction. Landlord's right to review plans and specifications
and to monitor construction shall be solely for its own benefit, and Landlord
shall have no duty to see that such plans and specifications or construction
comply with applicable laws, codes, rules and regulations. Tenant shall
provide Landlord with the identities and mailing addresses of all persons
performing work or supplying materials, prior to beginning such construction,
and Landlord may post on and about the Premises notices of non-responsibility
pursuant to applicable law. Tenant shall furnish security or make other
arrangements satisfactory to Landlord to assure payment for the completion of
all work free and clear of liens and shall provide certificates of insurance
for worker's compensation and other coverage in amounts from an insurance
company satisfactory to Landlord protecting Landlord against liability for
personal injury or property damage during construction. Upon completion of
any Tenant-Made Alterations, Tenant shall deliver to Landlord sworn
statements setting forth the names of all contractors and subcontractors who
did work on the Tenant-Made Alterations and final lien waivers from all such
contractors and subcontractors. Upon surrender of the Premises, all
Tenant-Made Alterations and any leasehold improvements constructed by
Landlord or Tenant shall remain on the Premises as Landlord's property,
except to the extent Landlord requires removal at Tenant's expense of any
such items or Landlord and Tenant have otherwise agreed in writing in
connection with Landlord's consent to any Tenant-Made Alterations. Tenant
shall repair any damage caused by such removal.

         Tenant, at its own cost and expense and without Landlord's prior
approval, may erect such shelves, bins, and normal office equipment
(collectively "Trade Fixtures") in the ordinary course of its business
provided that such items do not alter the basic character of the Premises, do
not overload or damage the Premises or any component thereof, and may be
removed without injury to the Premises. Tenant may also make non-structural
changes to the Premises which do not substantially change the character of
the Premises or affect the mechanical, electrical, or plumbing systems in the
Premises, and which in each instance cost less than $10,000.00, without the
prior consent of Landlord, provided Tenant has notified Landlord of such
changes and has provided Landlord a reasonably complete set of plans and
specifications at least thirty (30) days prior to commencing work. The
construction, erection, installation thereof must also comply with all Legal
Requirements and with Landlord's Requirements set forth above. Tenant shall
remove its Trade Fixtures and shall repair any damage caused by such removal.

         13. SIGNS. Tenant shall not make any changes to the exterior of the
Premises, install any exterior lights, decorations, balloons, flags,
pennants, banners, or painting, or erect or install any signs, windows or
door lettering, placards, decorations, or advertising media of any type which
can be viewed from the exterior of the Premises, without Landlord's prior
written consent. Upon surrender or vacation of the Premises, Tenant shall
have removed all signs and repair, paint, and/or replace the building fascia
surface to which its signs are attached. Tenant shall obtain all applicable
governmental permits and approvals for sign and exterior treatments. All
signs, decorations, advertising media, blinds, draperies and other window
treatment or bars or other security installations visible from outside the
Premises shall be subject to Landlord's approval and conform in all respects
to Landlord's requirements.

         14. PARKING. Tenant shall be entitled to park in common with other
tenants of the Project in those areas designed for non-reserved parking.
Landlord may allocate parking spaces among Tenant and other tenants in the
Project if Landlord determines that such parking facilities are becoming
crowded. Landlord shall not be responsible for enforcing Tenant's parking
rights against any third parties. Tenant further agrees that it will not use,
or permit its employees or invitees to use, more than 180 parking spaces at
any given time in order to assure adequate parking for all tenants of the
Project.

         15. RESTORATION. If at any time during the Lease Term the Premises
are damaged by a fire or other casualty, Landlord shall notify Tenant within
sixty (60) days after such damage as to the amount of time Landlord
reasonably estimates it will take to restore the Premises. If the restoration
time is estimated to exceed six (6) months, either Landlord or Tenant may
elect to terminate this Lease upon notice to the other party given no later
than thirty (30) days after Landlord's notice. If neither party elects to
terminate this Lease or if Landlord estimates that restoration will take six
(6) months or less, then, subject to receipt of sufficient insurance
proceeds, Landlord shall promptly restore the Premises excluding the
improvements installed by Tenant or by Landlord and paid by Tenant, subject
to delays arising from the collection of insurance proceeds or from Force
Majeure events. Tenant at Tenant's expense shall promptly perform, subject to
delays arising from the collection of insurance proceeds, or from Force
Majeure events, all repairs or restoration not required to be done by
Landlord and shall promptly re-enter the Premises and commence doing business
in accordance with this Lease. Notwithstanding the foregoing,

<PAGE>

either party may terminate this Lease if the Premises are damaged during the
last year of the Lease Term and Landlord reasonably estimates that it will
take more than one month to repair such damage. Tenant shall pay to Landlord
with respect to any damage to the Premises the amount of the commercially
reasonably deductible under Landlord's insurance policy within ten (10) days
after the presentment of Landlord's invoice. If the damage involves the
premises of other tenants, Tenant shall pay the portion of the deductible
that the cost of the restoration of the Premises bears to the total cost of
restoration, as determined by Landlord. Base Rent and Operating Expenses
shall be abated for the period of repair and restoration in the proportion
which the area of the Premises, if any, which is not usable by Tenant bears
to the total area of the Premises. Such abatement shall be the sole remedy of
Tenant, and except as provided herein, Tenant waives any right to terminate
the Lease by reason of damage or casualty loss.

         16. CONDEMNATION. If any part of the Premises or the Project should
be taken for any public or quasi-public use under governmental law,
ordinance, or regulation, or by right of eminent domain, or by private
purchase in lieu thereof (a "Taking" or "Taken"), and the Taking materially
interferes with Tenant's use of the entire Premises or in Landlord's judgment
would materially interfere with or impair its ownership or operation of the
Building or the Project, then upon written notice by Landlord this Lease
shall terminate and Base Rent shall be apportioned as of said date. If part
of the Premises shall be Taken, and this Lease is not terminated as provided
above, the Base Rent payable hereunder during the unexpired Lease Term shall
be reduced to such extent as may be fair and reasonable under the
circumstances. In the event of any such Taking, Landlord shall be entitled to
receive the entire price or award from any such Taking without any payment to
tenant, and Tenant hereby assigns to Landlord Tenant's interest, if any, in
such award. Tenant shall have the right, to the extent that same shall not
diminish Landlord's award, to make a separate claim against the condemning
authority (but not Landlord) for such compensation as may be separately
awarded or recoverable by Tenant for moving expenses, and damage to Tenant's
Trade Fixtures, if a separate award for such items is made to Tenant.

         17. ASSIGNMENT AND SUBLETTINQ. Without Landlord's prior written
consent, to be determined in its sole discretion, Tenant shall not assign
this Lease or sublease the Premises or any part thereof or mortgage, pledge,
or hypothecate its leasehold interest or grant any concession or license
within the Premises and any attempt to do any of the foregoing shall be void
and of no effect. For purposes of this paragraph, a transfer of the ownership
interests controlling Tenant shall be deemed an assignment of this Lease
unless such ownership interests are publicly traded. Notwithstanding the
above, Tenant may assign or sublet the Premises or any part thereof, to any
entity controlling Tenant, controlled by Tenant or under common control with
Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord,
provided Tenant remains primarily liable for all of its obligations
hereunder. Tenant shall reimburse Landlord for all of Landlord's reasonable
out-of-pocket expenses in connection with any assignment or sublease. Upon
Landlord's receipt of Tenant's written notice of a desire to assign or sublet
the Premises, or any part thereof (other than to a Tenant Affiliate),
Landlord may, by giving written notice to Tenant within fifteen (15) business
days after receipt of Tenant's notice, terminate this Lease with respect to
the space described in Tenant's notice, as of the date specified in Tenant's
notice for the commencement of the proposed assignment or sublease.

         Notwithstanding any assignment or subletting, Tenant shall at all
times remain fully responsible and liable for the payment of all rent and for
compliance with all of Tenant's other obligations under this Lease
(regardless of whether Landlord's approval has been obtained for any such
assignments or sublettings). In the event that the rent due and payable by a
sublessee or assignee (or a combination of the rent payable under such
sublease or assignment plus any bonus or other consideration therefor or
incident thereto) exceeds the rent payable under this Lease, then Tenant
shall be bound and obligated to pay Landlord fifty percent (50%) of all such
excess rent and other excess consideration within ten (10) business days
following receipt thereof by Tenant.

         If this Lease be assigned or if the Premises be subleased (whether
in whole or in part) or in the event of the mortgage, pledge or hypothecation
of Tenant's leasehold interest or grant of any concession or license within
the Premises or if the Premises be occupied in whole or in part by anyone
other than Tenant, then upon a default by Tenant hereunder, Landlord may
collect any rent due hereunder from the assignee, sublessee, mortgagee,
pledgee, party to whom the leasehold interest was hypothecated, concessionee
or licensee or other occupant and, except to the extent set forth in the
preceding paragraph, apply the amount collected to the rent due hereunder;
and all such rent collected by Tenant shall be held in trust for Landlord and
immediately forwarded to Landlord. No such transaction or collection of any
rent due hereunder or application thereof by Landlord, however, shall be
deemed a waiver of these provisions or a release of Tenant from the further
performance by Tenant of its covenants, duties, or obligations hereunder.

         18. INDEMNIFICATION. Except for the negligence of Landlord, its
agents, employees or contractors, and to the extent permitted by law, Tenant
agrees to indemnify, defend and hold harmless Landlord, and Landlord's
managers, agents, employees and contractors, from and against any and all
losses, liabilities, damages, costs and expenses (including attorneys' fees)
resulting from

<PAGE>

claims by third parties for injuries to any person and damage to or theft or
misappropriation or loss of property occurring in or about the Project and
arising from the use and occupancy of the Premises or from any activity,
work, or thing done, permitted or suffered by Tenant in or about the Premises
or due to any other act or omission of Tenant, its subtenants, assignees,
invitees, employees, contractors and agents. The furnishing of insurance
required hereunder shall not be deemed to limit Tenant's obligations under
this Paragraph 18.

         19. INSPECTION AND ACCESS. Landlord and its agents, representatives,
and contractors may enter the Premises at any reasonable time to inspect the
Premises and to make such repairs as may be required or permitted pursuant to
this Lease and for any other business purpose. Except in the event of an
emergency, any such entry shall be during regular business hours and with at
least 24 hours' prior notice to Tenant (which notice may be verbal). Landlord
and Landlord's representatives may enter the Premises during business hours
for the purpose of showing the Premises to prospective purchasers and, during
the last year of the Lease Term, to prospective tenants. Landlord may erect a
suitable sign on the Premises stating the Premises are available to let or
that the Project is available for sale. Landlord may grant easements, make
public dedications, designate common areas and create restrictions on or
about the Premises, provided that no such easement, dedication, designation
or restriction materially interferes with Tenant's use or occupancy of the
Premises. At Landlord's request, Tenant shall execute such instruments as may
be necessary for such easements, dedications or restrictions.

         20. QUIET ENJOYMENT. If, at all times during the Lease Term, Tenant
shall perform all of the covenants and agreements herein required to be
performed by Tenant, Tenant, subject to the terms of this Lease and all
matters of record, shall have peaceful and quiet enjoyment of the Premises
against any person claiming by, through or under Landlord.

         21. SURRENDER. Upon termination of the Lease Term or earlier
termination of Tenant's right of possession, Tenant shall surrender the
Premises to Landlord in the same condition as received, broom clean, ordinary
wear and tear and casualty loss and condemnation covered by Paragraphs 15 and
16 excepted. Any Trade Fixtures, Tenant-Made Alterations and property not so
removed by Tenant as permitted or required herein shall be deemed abandoned
and may be stored, removed, and disposed of by Landlord at Tenant's expense,
and Tenant waives all claims against Landlord for any damages resulting from
Landlord's retention and disposition of such property. All obligations of
Tenant hereunder not fully performed as of the termination of the Lease Term
shall survive the termination of the Lease Term, including without
limitation, indemnity obligations, payment obligations with respect to
Operating Expenses and obligations concerning the condition and repair of the
Premises.

         22. HOLDING_OVER. If Tenant retains possession of the Premises after
the termination of the Lease Term, unless otherwise agreed in writing, such
possession shall be subject to immediate termination by Landlord at any time,
and all of the other terms and provisions of this Lease (excluding any
expansion or renewal option or other similar right or option) shall be
applicable during such holdover period, except that Tenant shall pay Landlord
from time to time, upon demand, as Base Rent for the holdover period, an
amount equal to one and one-half times the Base Rent in effect on the
termination date, computed on a monthly basis for each month or part thereof
during such holding over. All other payments shall continue under the terms
of this Lease. In addition, Tenant shall be liable for all damages incurred
by Landlord as a result of such holding over. No holding over by Tenant,
whether with or without consent of Landlord, shall operate to extend this
Lease except as otherwise expressly provided, and this Paragraph 22 shall not
be construed as consent for Tenant to retain possession of the Premises.

         23. EVENTS OF DEFAULT. Each of the following events shall be an
event of default ("Event of Default") by Tenant under this Lease:

                  (i) Tenant shall fail to pay any installment of Base Rent
or any other payment required herein when due, and such failure shall
continue for a period of ten (10) days from the date Landlord has given
Tenant notice that such payment was due; provided, however, that no notice
shall be required to be given to Tenant, and Tenant shall be in immediate
default, if Landlord has given such notice to Tenant once in the preceding
twelve months.

                  (ii) Tenant shall (A) make a general assignment for the
benefit of creditors; (B) commence any case, proceeding or other action
seeking to have an order for relief entered on its behalf as a debtor or to
adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, liquidation, dissolution or composition of it or its
debts or seeking appointment of a receiver, trustee, custodian or other
similar official for it or for all or of any substantial part of its property
(collectively a "proceeding for relief"); (C) become the subject of any
proceeding for relief which is not dismissed within 60 days of its filing or
entry; (D) die or suffer a legal disability (if Tenant, guarantor, or surety
is an individual) or be dissolved or otherwise fail to maintain its legal
existence (if Tenant, guarantor or surety is a corporation, partnership or
other entity).

<PAGE>

                  (iii) Any insurance required to be maintained by Tenant
pursuant to this Lease shall be canceled or terminated or shall expire or
shall be reduced or materially changed, except, in each case, as permitted in
this Lease.

                  (iv) Tenant shall attempt or there shall occur any
assignment, subleasing or other transfer of Tenant's interest in or with
respect to this Lease except as otherwise permitted in this Lease.

                  (v) Tenant shall fail to discharge any lien placed upon the
Premises in violation of this Lease within thirty (30) days after Tenant
becomes aware that any such lien or encumbrance has been filed against the
Premises.

                  (vi) Tenant shall fail to comply with any provision of this
Lease other than those specifically referred to in this Paragraph 23, and
except as otherwise expressly provided herein, such default shall continue
for more than thirty (30) days after Landlord shall have given Tenant written
notice of such default [unless such compliance will, due to the nature of the
obligation, require a period of time in excess of thirty (30) days, then after
such period as is reasonably necessary, so long as Tenant commences the cure
within the original thirty (30) day period and diligently prosecutes the same
thereafter].

         24. LANDLORD'S REMEDIES. Upon each occurrence of an Event of Default
and so long as such Event of Default shall be continuing, Landlord may at any
time thereafter at its election, terminate this Lease or Tenant's right of
possession, (but Tenant shall remain liable as hereinafter provided) and/or
pursue any other remedies at law or in equity. Upon the termination of this
Lease or termination of Tenant's right of possession, it shall be lawful for
Landlord, without formal demand or notice of any kind, to re-enter the
Premises by summary dispossession proceedings or any other action or
proceeding authorized by law and to remove Tenant and all persons and
property therefrom. If Landlord re-enters the Premises, Landlord shall have
the right to keep in place and use, or remove and store, all of the
furniture, fixtures and equipment at the Premises.

         If Landlord terminates this Lease, Landlord may recover from Tenant
the sum of: all Base Rent and all other amounts accrued hereunder to the date
of such termination; the cost of reletting the whole or any part of the
Premises, including without limitation brokerage fees and/or leasing
commissions incurred by Landlord, and costs of removing and storing Tenant's
or any other occupant's property, repairing, altering, remodeling, or
otherwise putting the Premises into condition acceptable to a new tenant or
tenants, and all expenses incurred by Landlord in pursuing its remedies,
including reasonable attorneys' fees and court costs; and the then present
value of the Base Rent and other amounts payable by Tenant under this Lease
as would otherwise have been required to be paid by Tenant to Landlord during
the period following the termination of this Lease measured from the date of
such termination to the expiration date stated in this Lease. Such present
value shall be calculated at a discount rate equal to the 90-day U.S.
Treasury bill rate at the date of such termination.

         If Landlord terminates Tenant's right of possession (but not this
Lease), Landlord may, but shall be under no obligation to, relet the Premises
for the account of Tenant for such rent and upon such terms as shall be
satisfactory to Landlord without thereby releasing Tenant from any liability
hereunder and without demand or notice of any kind to Tenant. For the purpose
of such reletting Landlord is authorized to make any repairs, changes,
alterations, or additions in or to the Premises as Landlord deems reasonably
necessary or desirable. If the Premises are not relet, then Tenant shall pay
to Landlord as damages a sum equal to the amount of the rental reserved in
this Lease for such period or periods, plus the cost of recovering possession
of the Premises (including attorneys' fees and costs of suit), the unpaid
Base Rent and other amounts accrued hereunder at the time of repossession,
and the costs incurred in any attempt by Landlord to relet the Premises. If
the Premises are relet and a sufficient sum shall not be realized from such
reletting (after first deducting therefrom, for retention by Landlord, the
unpaid Base Rent and other amounts accrued hereunder at the time of
reletting, the cost of recovering possession (including attorneys' fees and
costs of suit), all of the costs and expense of repairs, changes,
alterations, and additions, the expense of such reletting (including without
limitation brokerage fees and leasing commissions) and the cost of collection
of the rent accruing therefrom) to satisfy all rental provided for in this
Lease to be paid, then Tenant shall immediately satisfy and Pay any such
deficiency. Any such payments due Landlord shall be made upon demand therefor
from time to time and Tenant agrees that Landlord may file suit to recover
any sums falling due from time to time. Notwithstanding any such reletting
without termination, Landlord may at any time thereafter elect in writing to
terminate this Lease for such previous breach.

         Exercise by Landlord of any one or more remedies hereunder granted
or otherwise available shall not be deemed to be an acceptance of surrender
of the Premises and/or a termination of this Lease by Landlord, whether by
agreement or by operation of law, it being understood that such surrender
and/or termination can be effected only by the written agreement of Landlord
and Tenant. Any law, usage, or custom to the contrary notwithstanding,
Landlord shall have the right at all

<PAGE>

times to enforce the provisions of this Lease in strict accordance with the
terms hereof; and the failure of Landlord at any time to enforce its rights
under this Lease strictly in accordance with the same shall not be construed
as having created a custom in any way or manner contrary to the specific
terms, provisions, and covenants of this Lease or as having modified the
same. Tenant and Landlord further agree that forbearance or waiver by
Landlord to enforce its rights pursuant to this Lease or at law or in equity,
shall not be a waiver of Landlord's right to enforce one or more of its
rights in connection with any subsequent default. A receipt by Landlord of
any rental due under this Lease or other payment with knowledge of the breach
of any covenant hereof shall not be deemed a waiver of such breach, and no
waiver by Landlord of any provision of this Lease shall be deemed to have
been made unless expressed in writing and signed by Landlord. To the greatest
extent permitted by law, Tenant waives the service of notice of Landlord's
intention to re-enter as provided for in any statute, or to institute legal
proceedings to that end, and also waives all right of redemption in case
Tenant shall be dispossessed by a judgment or by warrant of any court or
judge. The terms "enter" "re-enter", "entry" or "re-entry", as used in this
Lease, are not restricted to their technical legal meanings. Any reletting of
the Premises shall be on such terms and conditions as Landlord in its sole
discretion may determine (including without limitation a term different than
the remaining Lease Term, rental concessions, alterations and repair of the
Premises, lease of less than the entire Premises to any tenant and leasing
any or all other portions of the Project before reletting the Premises).
Landlord shall not be liable, nor shall Tenant's obligations hereunder be
diminished because of, Landlord's failure to relet the Premises or collect
rent due in respect of such reletting.

         25. TENANT'S REMEDIES. Landlord shall not be in default hereunder
unless Landlord fails to perform any of its obligations hereunder within
thirty (30) days after written notice from Tenant specifying such failure
[unless such performance will, due to the nature of the obligation, require
a period of time in excess of thirty (30) days, then after such period of
time as is reasonably necessary, so long as Landlord commences the cure
within the original thirty (30) day period and diligently prosecutes the same
thereafter]. All obligations of Landlord hereunder shall be construed as
covenants, not conditions; and, except as may be otherwise expressly provided
in this Lease, Tenant may not terminate this Lease for breach of Landlord's
obligations hereunder. Subject to the terms and conditions of Section 39, all
obligations of Landlord under this Lease shall be binding upon Landlord only
during the period of its ownership of the Premises and not thereafter. The
term "Landlord" in this Lease shall mean only the owner, for the time being
of the Premises, and in the event of the transfer by such owner of its
interest in the Premises, such owner shall thereupon be released and
discharged from all obligations of Landlord thereafter accruing, but such
obligations shall be binding during the Lease Term upon each new owner for
the duration of such owner's ownership.

         26. WAIVER OF JURY TRIAL. TENANT AND LANDLORD EACH WAIVE ANY RIGHT
TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN LANDLORD AND TENANT
ARISING OUT OF THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED
HERETO.

         27. SUBORDINATION. This Lease and Tenant's interest and rights
hereunder are and shall be subject and subordinate at all times to the lien
of any first mortgage, now existing or hereafter created on or against the
Project or the Premises, and all amendments, restatements, renewals,
modifications, consolidations, refinancing, assignments and extensions
thereof, without the necessity of any further instrument or act on the part
of Tenant. Tenant agrees, at the election of the holder of any such mortgage,
to attorn to any such holder. Tenant agrees upon demand to execute,
acknowledge and deliver such instruments, confirming such subordination and
such instruments of attornment as shall be requested by any such holder.
Tenant hereby appoints Landlord attorney in fact for Tenant irrevocably (such
power of attorney being coupled with an interest) to execute, acknowledge and
deliver any such instrument and instruments for and in the name of the Tenant
and to cause any such instrument to be recorded. Notwithstanding the
foregoing, any such holder may at any time subordinate its mortgage to this
Lease, without Tenant's consent, by notice in writing to Tenant, and
thereupon, this Lease shall be deemed prior to such mortgage without regard
to their respective dates of execution, delivery or recording and in that
event such holder shall have the same rights with respect to this Lease as
though this Lease had been executed prior to the execution, delivery and
recording of such mortgage and had been assigned to such holder. The term
"mortgage" whenever used in this Lease shall be deemed to include deeds of
trust, security assignments and any other encumbrances, and any reference to
the "holder" of a mortgage shall be deemed to include the beneficiary under a
deed of trust.

         28. MECHANIC'S LIENS. Tenant has no express or implied authority to
create or place any lien or encumbrance of any kind upon, or in any manner to
bind the interest of Landlord or Tenant in, the Premises or to charge the
rentals payable hereunder for any claim in favor of any person dealing with
Tenant, including those who may furnish materials or perform labor for any
construction or repairs. Tenant covenants and agrees that it will pay or
cause to be paid all sums legally due and payable by it on account of any
labor performed or materials furnished in connection with any work performed
on the Premises and that it will save and hold Landlord harmless

<PAGE>

from all loss, cost or expense based on or arising out of asserted claims or
liens against the leasehold estate or against the interest of Landlord in the
Premises or under this Lease. Tenant shall give Landlord immediate written
notice of the placing of any lien or encumbrance against the Premises and
cause such lien or encumbrance to be discharged within 30 days of the filing
or recording thereof; provided, however, Tenant may contest such liens or
encumbrances as long as such contest prevents foreclosure of the lien or
encumbrance and Tenant causes such lien or encumbrance to be bonded or
insured over in a manner satisfactory to Landlord within such 30 day period.

         29. ESTOPPEL CERTIFICATES. Tenant agrees, from time to time, within
10 business days after receipt of request of Landlord, to execute and deliver
to Landlord, or Landlord's designee, any estoppel certificate requested by
Landlord, stating that this Lease is in full force and effect, the date to
which rent has been paid, that Landlord is not in default hereunder (or
specifying in detail the nature of Landlord's default), the termination date
of this Lease and such other matters pertaining to this Lease as may be
requested by Landlord. Tenant's obligation to furnish each estoppel
certificate in a timely fashion is a material inducement for Landlord's
execution of this Lease, and Tenant's failure to deliver an estoppel
certificate within said 10-business day period shall be deemed a material
default by Tenant under this Lease. No cure or grace period provided in this
Lease shall apply to Tenant's obligations to timely deliver an estoppel
certificate.

         30. ENVIRONMENTAL REQUIREMENTS. Except for Hazardous Material
contained in products used and sold by Tenant, which products are set forth
on the attached Exhibit "F", Tenant shall not permit or cause any party to
bring any Hazardous Material upon the Premises or transport, store, use,
generate, manufacture or release any Hazardous Material in or about the
Premises without Landlord's prior written consent. Tenant, at its sole cost
and expense, shall operate its business in the Premises in strict compliance
with all Environmental Requirements and shall remediate in a manner
satisfactory to Landlord any Hazardous Materials released on or from the
Project by Tenant, its agents, employees, contractors, subtenants or
invitees. Tenant shall complete and certify to disclosure statements as
requested by Landlord from time to time relating to Tenant's transportation,
storage, use, generation, manufacture or release of Hazardous Materials on
the Premises. The term "Environmental Requirements" means all applicable
present and future statues, regulations, ordinances, rules, codes, judgments,
orders or other similar enactments of any governmental authority or agency
regulating or relating to health, safety, or environmental conditions on,
under, or about the Premises or the environment, including without
limitation, the following: the Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C. 39601 et seq.), as amended from
time to time; the Resource Conservation and Recovery Act (42 U.S.C. 36901 et
seq.), as amended from time to time; and all state and local counterparts
thereto, and any regulations or policies promulgated or issued thereunder.
The term "Hazardous Materials" means and includes any substance, material,
waste, pollutant, or contaminant listed or defined as hazardous or toxic,
under any Environmental Requirements (including (a) any "oil" as defined by
the Maryland Environment Code Ann., ss.4-401(g), as amended from time to
time, and regulations promulgated thereunder, (b) any "controlled hazardous
substance" or "hazardous substance" as defined by the Maryland Environment
Code Ann. ss.7-201, as amended from time to time, and regulations promulgated
thereunder, and (c) any "infectious waste" as defined by the Maryland
Environment Code Ann., ss.9-227, as amended from time to time and regulations
promulgated thereunder), asbestos and petroleum, including crude oil or any
fraction thereof, natural gas liquids, liquefied natural gas, or synthetic
gas usable for fuel (or mixtures of natural gas and such synthetic gas). As
defined in Environmental Requirements, Tenant is and shall be deemed to be
the "operator" of Tenant's "facility" and the "owner" of all Hazardous
materials brought on the Premises by Tenant, its agents, employees,
contractors or invitees, and the wastes, by-products, or residues generated,
resulting, or produced therefrom.

         Tenant shall indemnify, defend, and hold Landlord, and its managers
and agents, harmless from and against any and all losses (including, without
limitation, diminution in value of the Premises or the Project and loss of
rental income from the Project and loss of rental income from the Project,
claims, demands, actions, suits damages (including, without limitation,
punitive damages), expenses (including, without limitation, remediation,
removal, repair, corrective action, or cleanup expenses), and costs
(including, without limitation, actual attorneys' fees, consultant fees or
expert fees and including, without limitation, removal or management of any
asbestos brought into the property or disturbed in breach of the requirements
of this Paragraph 30, regardless of whether such removal or management is
required by law) which are brought or recoverable against, or suffered or
incurred by Landlord, or its managers and agents, as a result of any release
of Hazardous Materials for which Tenant is obligated to remediate as provided
above or any other breach of the requirements under this Paragraph 30 by
Tenant, its agents, employees, contractors, subtenants, assignees or
invitees, regardless of whether Tenant had knowledge of such non-compliance.
The obligations of Tenant under this Paragraph 30 shall survive any
termination of this Lease.

         Landlord shall have access to, and a right to perform inspections
and tests of, the Premises to determine Tenant's compliance with
Environmental Requirements, its obligations under this Paragraph 30, or the
environmental condition of the Premises. Access shall be granted to Landlord

<PAGE>

upon Landlord's prior notice to Tenant and at such times so as to minimize,
so far as may be reasonable under the circumstances, any disturbance to
Tenant's operations. Such inspections and tests shall be conducted at
Landlord's expense, unless such inspections or tests reveal that Tenant has
not complied with any Environmental Requirement, in which case, Tenant shall
reimburse Landlord for the reasonable cost of such inspection and tests.
Landlord's receipt of or satisfaction with any environmental assessment in no
way waives any rights that Landlord holds against Tenant.

         31. RULES AND REGULATIONS. Tenant shall, at all times during the
Lease Term and any extension thereof, comply with all reasonable rules and
regulations at any time or from time to time established by Landlord covering
use of the Premises and the Project. The current rules and regulations are
attached hereto as Exhibit E. In the event of any conflict between said rules
and regulations and other provisions of this Lease, the other terms and
provisions of this Lease shall control. Landlord shall not have any liability
or obligation for the breach of any rules or regulations by other tenants in
the Project.

         32. SECURITY SERVICE. Tenant acknowledges and agrees that, while
Landlord may patrol the Project, Landlord is not providing any security
services with respect to the Premises and that Landlord shall not be liable
to Tenant for, and Tenant waives any claim against Landlord with respect to,
any loss by theft or any other damage suffered or incurred by Tenant in
connection with any unauthorized entry into the Premises or any other breach
of security with respect to the Premises.

         33. FORCE MAJEURE. Landlord shall not be held responsible for delays
in the performance of its obligations hereunder when caused by strikes,
lockouts, labor disputes, acts of God, inability to obtain labor or materials
or reasonable substitutes therefor, governmental restrictions, governmental
regulations, governmental controls, delay in issuance of permits, enemy or
hostile governmental action, civil commotion, fire or other casualty, and
other causes beyond the reasonable control of Landlord ("Force Majeure").

         34. ENTIRE AGREEMENT. This Lease constitutes the complete agreement
of Landlord and Tenant with respect to the subject matter hereof. No
representations, inducements, promises or agreements, oral or written, have
been made by Landlord or Tenant, or anyone acting on behalf of Landlord or
Tenant, which are not contained herein, and any prior agreements, promises,
negotiations, or representations are superseded by this Lease. If any printed
provision of this Lease is deleted by the parties, such deletion may not be
utilized in interpreting the rights of the parties hereunder; but each party
shall have all rights which it would have had, at law or otherwise, if such
deleted provision had never been printed herein. This Lease may not be
amended except by an instrument in writing signed by both parties hereto.

         35. SEVERABILITY. If any clause or provision of this Lease is
illegal, invalid or unenforceable under present or future laws, then and in
that event, it is the intention of the parties hereto that the remainder of
this Lease shall not be affected thereby. It is also the intention of the
parties to this Lease that in lieu of each clause or provision of this Lease
that is illegal, invalid or unenforceable, there be added, as a part of this
Lease, a clause or provision as similar in terms to such illegal, invalid or
unenforceable clause or provision as may be possible and be legal, valid and
enforceable.

         36. BROKERS. Tenant represents and warrants that it has dealt with
no broker, agent or other person in connection with this transaction and that
no broker, agent or other person brought about this transaction, other than
the brokers set forth on the first page of this Lease, and Tenant agrees to
indemnify and hold Landlord harmless from and against any claims by any other
broker, agent or other person claiming a commission or other form of
compensation by virtue of having dealt with Tenant with regard to this
leasing transaction.

         37. MISCELLANEOUS.

                  (a) Any payments or charges due from Tenant to Landlord
hereunder shall be considered rent for all purposes of this Lease.

                  (b) If and when included within the term "Tenant", as used
in this instrument, there is more than one person, firm or corporation, each
shall be Jointly and severally liable for the obligations of Tenant.

                  (c) All notices required or permitted to be given under
this Lease shall be in writing and shall be sent by registered or certified
mail, return receipt requested, or by a reputable national overnight courier
service, postage prepaid, or by hand delivery addressed, if to Tenant, at the
Premises, with a copy to Tenant at 2200 E. Golf Road, Des Plaines, Illinois
60016, Attention: General Counsel, and if to Landlord, c/o Manekin
Corporation, 7165 Columbia Gateway Drive, Columbia, Maryland 21046; Attn:
General Counsel, with a copy to Ann Clary Gordon, Esq., Shapiro and Olander,
20th Floor, 36 S. Charles Street, Baltimore, Maryland 21201. Either party may

<PAGE>

by notice given aforesaid change its address for all subsequent notices.
Except where otherwise expressly provided to the contrary, notice shall be
deemed given upon attempted delivery if delivery is refused for any reason or
upon actual receipt.

                  (d) Except as otherwise expressly provided in this Lease or
as otherwise required by law, Landlord retains the absolute right to withhold
any consent or approval.

                  (e) At Landlord's request from time to time, Tenant shall
furnish Landlord with true and complete copies of its most recent annual and
quarterly financial statements prepared by Tenant or Tenant's accountants and
any other financial information or summaries that Tenant typically provides
to its lenders or shareholders.

                  (f) Neither this Lease nor a memorandum of Lease shall be
filed by or on behalf of Tenant in any public record without Landlord's prior
written approval given in its sole discretion, except that Tenant shall not
be prohibited from filing a copy of same with its 10K Reports if legally
required to do so. Landlord may prepare and file, and upon request by
Landlord Tenant will execute, a memorandum of lease which if recorded shall
be recorded at the expense of the party requesting recordation of same.

                  (g) The normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Lease or any exhibits or amendments
hereto.

                  (h) The submission by Landlord to Tenant of this Lease
shall have no binding force or effect, shall not constitute an option for the
leasing of the Premises, nor confer any right or impose any obligations upon
either party until execution of this Lease by both parties.

                  (i) Words of any gender used in this Lease shall be held
and construed to include any other gender, and words in the singular number
shall be held to include the plural, unless the context otherwise requires.
The captions inserted in this Lease are for convenience only and in no way
define, limit or otherwise describe the scope or intent of this Lease, or any
provision hereof, or in any way affect the interpretation of this Lease.

                  (j) Any amount not paid by Tenant within five (5) days
after its due date in accordance with the terms of this Lease (other than
Base Rent or estimated Operating Expenses for which a late charge is set
forth in Section 4 above), shall bear interest from such due date until paid
in full at the lesser of the highest rate permitted by applicable law or
twenty percent (20%) per year. It is expressly the intent of Landlord and
Tenant at all items to comply with applicable law governing the maximum rate
or amount of any interest payable on or in connection with this Lease. If
applicable law is ever judicially interpreted so as to render usurious any
interest called for under this Lease, or contracted for, charged, taken,
reserved, or received with respect to this Lease, then it is Landlord's and
Tenant's express intent that all excess amounts theretofore collected by
Landlord be credited on the applicable obligation (or, if the obligation has
been or would thereby be paid in full, refunded to Tenant), and the
provisions of this Lease immediately shall be deemed reformed and the amounts
thereafter collectible hereunder reduced, without the necessity of the
execution of any new document, so as to comply with the applicable law, but
so as to permit the recovery of the fullest amount otherwise called for
hereunder.

                  (k) Construction and interpretation of this Lease shall be
governed by the laws of the state in which the Project is located, excluding
any principles of conflicts of laws.

                  (l) Time is of the essence as to the performance of
Tenant's obligations under this Lease.

                  (m) All exhibits and addenda attached hereto are hereby
incorporated into this Lease and made a part hereof. In the event of any
conflict between such exhibits or addenda and the terms of this Lease, such
exhibits or addenda shall control.

         38. LIMITATION OF LIABILITY OF LANDLORD. It is understood that
Landlord is a limited liability company and that any 'obligation or liability
whatsoever of Landlord, which may arise at any time under this Lease or any
obligation or liability which may be incurred by it pursuant to any other
instrument, transaction, or undertaking contemplated hereby, shall not be
personally binding upon, nor shall any such liability or obligation be
enforced against the property of Landlord, (other than the Building), nor be
enforced against the property of Landlord's members, directors, shareholders,
officers, employees or agents, regardless of whether such obligation or
liability is in the nature of contract, tort, or otherwise.

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

<PAGE>

WITNESS/ATTEST:                    LANDLORD:

                                   TROY HILL I LLC,

                                   A Delaware Limited Liability Company



                                   By:  The Prudential Insurance Company of


                                        America, managing member _~



                                   -------------------------------------------

                                   By:                                  (SEAL)
                                       ---------------------------------

                                   -------------------------------------------

                                   Name:    Nar~e:' - ~'/~,/,//j~. ~,~'
                                            ~,g~-
                                   -------------------------------------------

                                   Title:       V I --V R-               -/-
                                   -------------------------------------------
                                   TENANT:

                                   UNITED STATIONERS SUPPLY CO.

                                   TITLE: