<PAGE>   1

TIG SPECIALTY INSURANCE SOLUTIONS

                                                                    EXHIBIT 10.9

Via Fax and Express Mail

May 3, 2001
Ms. Kathy Caracappa
W&M Properties of Connecticut, Inc.
Metro Center, One Station Place
Stamford, Connecticut 06902

             Re:  TIG Insurance Company Lease, as amended,
                 relating to First Stamford Place

Dear Ms. Caracappa:

     I am the General Counsel of TIG Insurance Company ("TIG"). TIG hereby gives
notice that pursuant to clause 15.7, Permitted Transfers, of the lease relating
to certain premises at First Stamford Place (the "Lease"), TIG is assigning the
Lease to our wholly-owned subsidiary, Odyssey America Reinsurance Corporation.
TIG will continue to be liable under the Lease for performance of the tenant's
obligations (including, without limitation, payment of rent).

     Please make the appropriate changes to your records and direct all future
correspondence to Patricia Robinson at Odyssey America Reinsurance Corporation,
300 First Stamford Place, Stamford, CT 06902.

     Please acknowledge receipt of this notice by signing below and returning to
TIG. Please also retain a copy for your records and send a copy to Odyssey
America Reinsurance Corporation.

                                             Very truly yours,

                                             TIG INSURANCE COMPANY

                                             By: /s/ William H. Huff, III
                                                 Name: William H. Huff, III
                                                 Title: General Counsel

                                             Acknowledged by:
                                             W&M PROPERTIES OF
                                             CONNECTICUT, INC.

                                             By:
                                  /s/

cc: Odyssey America Reinsurance Corporation
TIG INSURANCE COMPANY                5205 North O'Connor Blvd., Irving, TX 75039
<PAGE>   2

                   SECOND AMENDMENT OF OFFICE LEASE AGREEMENT

     AGREEMENT made as of the 29th day of October, 1999 between FIRST STAMFORD
PLACE COMPANY, a Connecticut general partnership, having an office at c/o
TrizecHahn Office Properties Inc., 1411 Broadway, New York, New York 10018
(hereinafter referred to as "Landlord"), and TIG INSURANCE COMPANY, a California
corporation having an office at 100 First Stamford Place, Stamford, Connecticut
06902 ("Tenant").

                                  WITNESSETH:

     WHEREAS, Landlord and Tenant entered into a lease dated December 2, 1996,
which lease was modified by that certain First Amendment of Office Lease dated
as of June 6, 1997 (collectively, the "Lease"), for premises consisting of a
portion of the fifth (5th) floor and seventh (7th) floors in the building known
as 300 First Stamford Place, Stamford, Connecticut (the "Building 300 Premises")
and a portion of the fifth (5th) floor located in the Building known as 100
First Stamford Place, Stamford, Connecticut (the "Building 100 Fifth Floor
Premises") in the building known as 100 First Stamford Place, Stamford,
Connecticut (the "Building") as shown on the floor plans annexed thereto; and

     WHEREAS, Tenant, as sublandlord, and Citicorp North America, Inc.
("Citicorp"), as subtenant, entered into that certain Sublease Agreement (the
"TIG Sublease") dated as of September 27, 1997, whereby Tenant subleased to
Tenant the Building 100 Fifth Floor Premises, for a term which shall expire on
December 31, 2002 (the "Sublease Expiration Date");

     WHEREAS, following the Sublease Expiration Date, Tenant desires to
surrender possession of the Building 100 Fifth Floor Premises upon the terms and
conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby conclusively acknowledged, Landlord and Tenant hereby agree as
follows:

          1. On January 1, 2003, Tenant shall surrender all of Tenant's right,
     title and interest in and to the Building 100 Fifth Floor Premises only.
     The date on which Tenant shall surrender Tenant's leasehold interest of the
     Building 100 Fifth Floor Premises to Landlord in accordance with the
     provisions of this Paragraph 1 shall be deemed the "Surrender Date" for
     purposes of this Agreement. Time shall be of the essence with respect to
     the surrender of the Building 100 Fifth Floor Premises within such period.
     For all purposes of the Lease, the Surrender Date shall be construed as
     though such date were the date set forth in the Lease as the expiration of
     the Term (but only with respect to the Building 100 Fifth Floor Premises).

          2. Tenant hereby represents to Landlord that (i) Tenant has not done
     or suffered anything whereby the Building 100 Fifth Floor Premises or any
     fixtures, equipment or personalty incorporated therein have been encumbered
     in any way whatsoever, (ii) Tenant has not assigned Tenant's interest in
     the Lease, (iii) other than in accordance with the terms and provisions of
     the TIG Sublease, Tenant has not sublet all or any portion of the Building
     100 Fifth Floor Premises and (iv) Tenant has not granted any right of
     occupancy with respect to the Building 100 Fifth Floor Premises, other than
     the right of occupancy granted to Citicorp in accordance with the terms and
     provisions of the TIG Sublease. Tenant hereby agrees that Tenant shall not
     assign Tenant's interest in the Lease with respect to the Building 100
     Fifth Floor Premises or further sublet all or any portion of the Building
     100 Fifth Floor Premises. Tenant represents and warrants to Landlord that
     Tenant has the full right and authority to enter into this Agreement.
     Landlord represents and warrants to Tenant that Landlord has the full right
     and authority to enter into this Agreement.

          3. Tenant shall perform all of the obligations of Tenant to be
     performed under the Lease with respect to the Building 100 Fifth Floor
     Premises, including, without limitation, the payment of rent,

                                        1
<PAGE>   3

     additional rent, adjustment of rent and all other charges due and payable
     and/or allocable for the period to and including the Surrender Date, it
     being further agreed that Tenant's liability for any and all amounts due
     under the Lease with respect to the Building 100 Fifth Floor Premises,
     apportioned as of the Surrender Date, shall survive the Surrender Date and
     shall be due and payable when determined and billed by Landlord. Landlord
     shall perform all of Landlord's obligations under the Lease with respect to
     the Building 100 Fifth Floor Premises for the period to and including the
     Surrender Date.

          4. Effective as of the day immediately following the Surrender Date,
     the Lease shall be modified as follows:

             (a) the "100 Building Expansion Premises", set forth in Subsection
        1.1(e) of the Lease, shall be deemed deleted from the "Premises", as
        described in Subsection 1.1(e) of the Lease and any reference in the
        Lease to the term "Premises" shall be deemed not include the Building
        100 Fifth Floor Premises;

             (b) the "Base Rent", set forth in Subsection 1.1(i) of the Lease,
        shall be reduced by $1,045,824.00 per annum ($87,152.00 per month) for
        the period from the Surrender Date through and including the Expiration
        Date (as such term is defined in the Lease);

             (c) "Tenant's Building 100 Share", set forth in Subsection 1.1(j)
        of the Lease, shall be deemed deleted from the Lease;

             (d) the term "Building 100 Expenses", set forth in Subsection
        1.3(f) of the Lease, shall be deemed deleted from the Lease;

             (e) the term "Building 100 Taxes", set forth in Subsection 1.3(m)
        of the Lease, shall be deemed deleted from the Lease;

             (f) clause (ii) set forth in Subsection 26.23(a) of the Lease shall
        be deemed deleted from the Lease; and

             (g) the words "ten (10) listings on the directory for Building 100
        and", set forth on the second (2nd) line of Subsection 26.24 of the
        Lease, shall be deemed deleted from the Lease.

          5. Effective as of the date hereof, the Lease shall be modified as
     follows:

             (a) Article 32 of the Lease shall be deemed deleted from the Lease;

        and

             (b) Article 35 of the Lease shall be deemed deleted from the Lease.

          6. Landlord and Tenant represent and warrant to each other that it has
     not employed, dealt with or negotiated with any broker in connection with
     this Agreement, other than Corporate National Realty (the "Broker") and
     Landlord and Tenant shall indemnify, protect, defend and hold each other
     harmless from and against any and all liability, damage, cost and expense
     (including attorney's fees and disbursements) arising out of any claim for
     a fee or commission by any broker (other than Broker) or other party in
     connection with this Agreement. Tenant shall pay all fees, commissions or
     other compensation payable to Broker in connection with this Agreement
     pursuant to a separate agreement between Tenant and Broker. Tenant shall
     indemnify, protect, defend and hold Landlord harmless from and against any
     and all liability arising out of any claim for a fee or commission by
     Broker in connection with this Agreement.

          7. Except as expressly modified herein, Landlord and Tenant affirm
     that the Lease is in full force and effect, and Tenant represents, based
     upon Tenant's actual knowledge, that all obligations of Landlord under the
     Lease as of this date have been fully performed and complied with by
     Landlord. By entering into this Agreement, Landlord does not and shall not
     be deemed either (i) to waive or forgive any default, rent arrears or other
     condition with respect to the Lease, whether or not in existence or known
     to Landlord at the date hereof or (ii) to consent to any matter as to which
     Landlord's consent is required under the terms of the Lease, except such as
     may heretofore have been waived in writing or consented to in writing by
     Landlord. All references to the "Lease" in any future correspondence or
     notice shall be
                                        2
<PAGE>   4

     deemed to refer to the Lease as modified by this Agreement. Notwithstanding
     anything to the contrary contained in this Paragraph 7, Landlord represents
     to Tenant that as of the date hereof there is no monetary default by Tenant
     under the Lease.

          8. The preamble and recitals contained in the "WHEREAS" clauses of
     this Agreement are hereby incorporated into this Agreement.

          9. All capitalized terms and other terms not otherwise defined herein
     shall have the meanings ascribed to them in the Lease.

     IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Surrender
and Modification Agreement as of the day and year first above written.

                                             FIRST STAMFORD PLACE COMPANY,
                                             Tenant
                                             By: TrizecHahn Office Properties
                                             Inc., Agent

                                             By: /s/  Carol A. Meyer
                                                 Carol A. Meyer, Assistant
                                                 Secretary

                                             By: /s/  Antonio A. Bismonte
                                                 Antonio A. Bismonte, Sr.
                                                 Vice-President

                                             TIG INSURANCE COMPANY, Tenant

                                             By: /s/  Lon P. McClimon
                                                 Name: Lon P. McClimon
                                                 Title: Managing Director

                                             By: /s/  William H. Huff, III
                                                 Name: William H. Huff, III
                                                 Title: Vice President and
                                                 Secretary

<TABLE>
<S>                                        <C>  <C>
STATE OF TEXAS ----------------------
                                                  SS:
COUNTY OF DALLAS -----------------
</TABLE>

     This Agreement was acknowledged before me this 29th day of October, 1999 by
Lon P. McClimon & William H. Huff III as Managing Director & VP, Secretary,
respectively of TIG INSURANCE COMPANY.

WITNESS my hand and official seal.

                                           /s/  Suzie Lucas
                                           Notary Public

My commission expires: 11-21-2001.

                                        3
<PAGE>   5

                         1ST AMENDMENT OF OFFICE LEASE

     THIS 1ST AMENDMENT OF OFFICE LEASE ("1st Amendment") is made on June 6,
1997, between FIRST STAMFORD PLACE COMPANY ("Landlord"), whose address is 100
First Stamford Place, Stamford, CT. 06902 and TIG INSURANCE COMPANY ("Tenant"),
whose address is 300 First Stamford Place, Stamford, CT, 06902.

                                    RECITALS

     This 1st Amendment is based upon the following recitals:

          A. Landlord and Tenant entered into a Lease dated December 2, 1996
     ("Lease"), for the premises known as a portion of the 5th and 7th floors of
     the 300 First Stamford Place Building and a portion of the 5th floor of the
     100 First Stamford Place Building ("Building"), Stamford, Connecticut
     ("Premises").

          B. Landlord and Tenant desire to amend the Lease to memorialize
     Tenant's exercise of the 6th Floor Building 300 Expansion Premises
     Expansion Option and otherwise amend the Lease accordingly.

          THEREFORE, in consideration of the mutual covenants and agreements
     stated in the Lease and below, and for other sufficient consideration
     received and acknowledged by each party, Landlord and Tenant agree to amend
     the Lease as follows:

             1. RECITALS. All recitals are fully incorporated.

             2. PREMISES EXPANSION. Notwithstanding anything to the contrary
        contained in section 31 of the Lease, the parties acknowledge that
        Tenant hereby exercises the 6th Floor Building 300 Expansion Premises
        Expansion Option and that effective as of April 1, 1999, the Premises
        shall be expanded to include that area known as the sixth (6th) floor of
        the 300 First Stamford Place Building under the terms and conditions set
        forth in Section 31 of the Lease.

             3. 6TH FLOOR BUILDING 300 EXPANSION PREMISES ALLOWANCE. Provided
        that Tenant is not in default beyond any applicable notice and cure
        periods, within thirty (30) days of the 6th Floor Building 300
        Commencement Date (or the subsequent cure of any default), Landlord
        shall pay to Tenant the improvement allowance set forth in Section 31.4
        of the Lease pursuant to the terms therein (including Tenant's
        compliance with the terms of Exhibit B), notwithstanding that Tenant may
        have built out the 6th Floor Building 300 Premises during the term of
        Tenant's sublease from Time Warner (as defined below).

             4. CONDITION TO EFFECTIVENESS. Landlord and Tenant agree that this
        1st Amendment shall become effective only upon occurrence of the
        following condition:

        Landlord's receipt of a letter signed by a duly authorized agent of Time
        Warner Entertainment Company, L.P. ("Time Warner") waiving Time Warner's
        options to renew its lease term under Article 42 of that certain lease
        between Landlord and Time Warner (as successor in interest to American
        Television and Communications Corporation) dated September 2, 1988.

        Failure of the above condition shall render this 1st Amendment void, and
        neither Landlord nor Tenant shall have any liability to the other under
        this 1st Amendment.


             5. CONFLICTING PROVISIONS. If any provisions of this 1st Amendment
        conflict with any of those of the Lease, then the provisions of this 1st
        Amendment shall govern.



             6. REMAINING LEASE PROVISIONS. Except as stated In this 1st
        Amendment, all other viable and applicable provisions of the Lease shall
        remain unchanged and continue in full force and effect throughout the
        Lease Term.


                                        1
<PAGE>   6


             7. BINDING EFFECT. Landlord and Tenant ratify and confirm the Lease
        and agree that this 1st Amendment shall bind and inure to the benefit of
        the parties, and their respective successors, assign and representatives
        as of the date first stated.


             AFFIRMING THE ABOVE, the parties have executed this 1ST AMENDMENT
        OF OFFICE LEASE on the date first stated.

<TABLE>
<S>                                                         <C>
WITNESSES                                                   LANDLORD
                                                            FIRST STAMFORD PLACE COMPANY
                                                            By: TrizecHahn Office Properties Inc.
                                                                Manager
/s/ Lisa N. Herrera
-----------------------------------------------------
                                                            BY: /s/ Cythia K. Yott
                                                                 ------------------------------------------------
                                                                 Cynthia K. Yott
                                                                 Assistant Secretary
/s/
-----------------------------------------------------
                                                            BY: /s/ Antonio A. Bismonte
                                                                 ------------------------------------------------
                                                                 Senior Vice President
                                                                 Assistant Secretary
                                                            TENANT
                                                            TIG INSURANCE COMPANY
/s/ Angela Lanne
-----------------------------------------------------
                                                            BY: /s/ Steven A. Cook
                                                                 ------------------------------------------------
                                                            ITS: Senior Vice President
</TABLE>

                                        2
<PAGE>   7

                             TIG INSURANCE COMPANY

                              FIRST STAMFORD PLACE

                                LEASE AGREEMENT
<PAGE>   8

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                       PAGE
-------                                                       ----
<S>                                                           <C>

1. BASIC LEASE DEFINITIONS, EXHIBITS AND ADDITIONAL
  DEFINITIONS...............................................    1
1.1    Basic Lease Definitions..............................    1
1.2    Exhibits.............................................    4
1.3    Additional Definitions...............................    4

2. GRANT OF LEASE...........................................    8
2.1    Demise...............................................    8
2.2    Quiet Enjoyment......................................    8
2.3    Landlord and Tenant Covenants........................    8

3. TERM.....................................................    8
3.1    [intentionally deleted]..............................    8
3.2    Early Occupancy......................................    8
3.3    Delayed Occupancy....................................    8
3.4    Surrender............................................    8
3.5    Holding Over.........................................    8

4. RENT.....................................................    9
4.1    Base Rent............................................    9
4.2    Additional Rent......................................    9
4.3    Other Taxes..........................................   11
4.4    Terms of Payment.....................................   11
4.5    Interest on Late Payments............................   11
4.6    Right to Accept Payments.............................   11
4.7    Tenant's Right to Audit..............................   11

5. CONDITION OF PREMISES....................................   12

6. USE AND OCCUPANCY........................................   12
6.1    Use..................................................   12
6.2    Compliance...........................................   12
6.3    Occupancy............................................   13

7. SERVICES AND UTILITIES...................................   13
7.1    Landlord's Standard Services.........................   13
7.2    Separate Utility Services............................   14
7.3    Additional Services..................................   15
7.4    Interruption of Services.............................   15

8. REPAIRS..................................................   16
8.1    Repairs Within the Premises..........................   16
8.2    Failure to Maintain Premises.........................   16
8.3    Notice of Damage.....................................   16
</TABLE>

                                        i
<PAGE>   9

<TABLE>
<CAPTION>
SECTION                                                       PAGE
-------                                                       ----
<S>                                                           <C>
9. ALTERATIONS..............................................   16
  9.1    Alterations by Tenant..............................   16
  9.2    Alterations by Landlord............................   17

10. LIENS...................................................   17

11. INSURANCE...............................................   18
  11.1   Landlord's Insurance...............................   18
  11.2   Tenant's Insurance.................................   18

12. DAMAGE OR DESTRUCTION...................................   19
  12.1   Termination Options................................   19
  12.2   Repair Obligations.................................   19
  12.3   Rent Abatement.....................................   20

13. WAIVERS AND INDEMNITIES.................................   20
  13.1   Landlord's Waivers.................................   20
  13.2   Tenant's Waivers...................................   20
  13.3   Landlord's Indemnity...............................   21
  13.4   Tenant's Indemnity.................................   21

14. CONDEMNATION............................................   21
  14.1   Full Taking........................................   21
  14.2   Partial Taking.....................................   21
  14.3   Awards.............................................   22

15. ASSIGNMENT AND SUBLETTING...............................   22
  15.1   Limitation.........................................   22
  15.2   Notice of Proposed Transfer; Landlord's Option.....   22
  15.3   Consent Not to be Unreasonably Withheld............   22
  15.4   Form of Transfer...................................   23
  15.5   Payments to Landlord...............................   23
  15.6   Change of Ownership................................   23
  15.7   Permitted Transfers................................   23
  15.8   Effect of Transfers................................   23
  15.9   Release of Tenant..................................   24

16. PERSONAL PROPERTY.......................................   24
  16.1   Installation and Removal...........................   24
  16.2   Responsibility.....................................   24
  16.3   [intentionally deleted]............................   24

17. ESTOPPEL CERTIFICATES...................................   24
  17.1   Tenant Estoppel....................................   24
  17.2   Landlord Estoppel..................................   25
</TABLE>

                                        ii
<PAGE>   10

<TABLE>
<CAPTION>
SECTION                                                       PAGE
-------                                                       ----
<S>                                                           <C>
18. TRANSFER OF LANDLORD'S INTEREST.........................   25
  18.1   Sale, Conveyance and Assignment....................   25
  18.2   Effect of Sale, Conveyance or Assignment...........   25
  18.3   Subordination and Nondisturbance...................   25
  18.4   Attornment.........................................   25

19. RULES AND REGULATIONS...................................   25

20. TENANT'S DEFAULT AND LANDLORD'S REMEDIES................   26
  20.1   Default............................................   26
  20.2   Remedies...........................................   27

21. LANDLORD'S DEFAULT AND TENANT'S REMEDIES................   28
  21.1   Default............................................   28
  21.2   Remedies...........................................   29
  21.3   Cure by Encumbrance Holder.........................   29

22. [INTENTIONALLY DELETED].................................   29

23. BROKERS.................................................   29

24. LIMITATIONS ON LANDLORD'S LIABILITY.....................   29

25. NOTICES.................................................   29

26. MISCELLANEOUS...........................................   30
  26.1   Binding Effect.....................................   30
  26.2   Complete Agreement; Modification...................   30
  26.3   Delivery for Examination...........................   30
  26.4   No Air Rights......................................   30
  26.5   Enforcement Expenses...............................   30
  26.6   [intentionally deleted]............................   30
  26.7   Building Name......................................   30
  26.8   Building Standard..................................   30
  26.9   No Waiver..........................................   30
  26.10 Recording; Confidentiality..........................   30
  26.11 Captions............................................   30
  26.12 Invoices............................................   30
  26.13 Severability........................................   31
  26.14 Jury Trial..........................................   31
  26.15 Authority to Bind...................................   31
  26.16 Only Landlord/Tenant Relationship...................   31
  26.17 Covenants Independent...............................   31
  26.18 Governing Law.......................................   31
  26.19 Mortgagee's Approval................................   31
  26.20 Parking.............................................   31
  26.21 [intentionally deleted].............................   31
  26.22 Time is of the Essence..............................   31
</TABLE>

                                       iii
<PAGE>   11

<TABLE>
<CAPTION>
SECTION                                                       PAGE
-------                                                       ----
<S>                                                           <C>
  26.23 Signage.............................................   31
  26.24 Building Directory..................................   32
  26.25 Rooftop Telecommunications and Storage Space........   32
  26.26 Health Club.........................................   32
  26.27 Condominium Documents...............................   32
  26.28 Consequential Damages...............................   32
  26.29 Tenant's Security...................................   32
  26.30 Secured Areas.......................................   32

27. OPTION TO EXTEND THE TERM...............................   33

28. MARKET RENT.............................................   33

29. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT...........   34

30. TERMINATION OF EXISTING LEASE...........................   34

31. 6TH FLOOR BUILDING 300 EXPANSION PREMISES EXPANSION
  OPTION....................................................   34
  31.1   Time Warner Lease..................................   34
  31.2   Grant of Option....................................   34
  31.3   Exercise of Option.................................   34
  31.4   Acceptance of 6th Floor Building 300 Premises......   35
  31.5   Terms of Lease for 6th Floor Building 300
         Premises...........................................   35
  31.6   Amendment..........................................   35

32. CONTRACTION OPTION......................................   35
  32.1   Grant of Option....................................   35
  32.2   Exercise of Option and Payment of Termination
         Fee................................................   36
  32.3   Surrender of Contraction Premises..................   36
  32.4   Amendment..........................................   36

33. ASSIGNMENT AND SUBLETTING RIGHTS........................   36
34. 5TH FLOOR BUILDING 300 RIGHT OF FIRST OFFER.............   36
  34.1   5th Floor Building 300 First Offer.................   36
  34.2   Exercise of Right..................................   36
  34.3   Acceptance of Premises.............................   37
  34.4   Failure to Exercise................................   37

35. 5TH FLOOR BUILDING 100 RIGHT OF FIRST OFFER.............   37
  35.1   5th Floor Building 100 First Offer.................   37
  35.2   Exercise of Right..................................   37
  35.3   Acceptance of Premises.............................   38
  35.4   Failure to Exercise................................   38
</TABLE>

                                        iv
<PAGE>   12

                                LEASE AGREEMENT

     THIS LEASE AGREEMENT ("Lease") is entered into as of the Date, and by and
between the Landlord and Tenant, identified in Section 1.1 below.

1.   BASIC LEASE DEFINITIONS, EXHIBITS AND ADDITIONAL DEFINITIONS.

     1. Basic Lease Definitions.  In this Lease, the following defined terms
have the meanings indicated.

     (a)   "Date" means the date of full execution of this Lease, which is
           December 2, 1996.

     (b)   "Landlord" means First Stamford Place Company, a Connecticut general
           partnership.

     (c)   "Tenant" means TIG Insurance Company, a California corporation.

     (d)   "Building 100" means the office and retail building in which a
           portion of the Premises are located, which Building 100 constitutes a
           condominium unit in the Complex (as defined below), and is located at
           100 First Stamford Place, Stamford, Connecticut. "Building 300" means
           the office and retail building in which a portion of the Premises are
           located, which Building constitutes a condominium unit in the
           Complex, and is located at 300 First Stamford Place, Stamford,
           Connecticut. Building 100 and Building 300 are sometimes individually
           referred to herein as the a "Building" and collectively as the
           "Buildings". Landlord and Tenant agree that as of the Date, Building
           100 contains approximately 304,999 rentable square feet and Building
           300 contains approximately 304,916 rentable square feet.

     (e)   "Premises" means (i) from and after the Date, the portion of the 7th
           floor of Building 300 identified on Exhibit A as the "Initial
           Premises" consisting of approximately 41,157 rentable square feet
           (the "Initial Premises"), (ii) from and after the 5th Floor Building
           300 Expansion Premises Commencement Date (as defined below), the
           portion of the 5th floor of Building 300 identified in Exhibit A as
           the "5th Floor Building 300 Expansion Premises" consisting of
           approximately 5,087 rentable square feet (the "5th Floor Building 300
           Expansion Premises"), (iii) from and after the First 7th Floor
           Building 300 Expansion Premises Commencement Date (as defined below),
           the portion of the 7th floor of Building 300 identified on Exhibit A
           as the "First 7th Floor Building 300 Expansion Premises" consisting
           of approximately 3,812 rentable square feet (the "First 7th Floor
           Building 300 Expansion Premises"), (iv) from and after the Building
           100 Expansion Premises Commencement Date (as defined below), the
           portion of the 5th floor of Building 100 identified on Exhibit A as
           the "Building 100 Expansion Premises" consisting of approximately
           40,224 rentable square feet (the "Building 100 Expansion Premises"),
           and (v) from and after the Second 7th Floor Building 300 Expansion
           Premises Commencement Date (as defined below), the portion of the 7th
           floor of Building 300 identified on Exhibit A as the "Second 7th
           Floor Building 300 Expansion Premises" consisting of approximately
           2,960 rentable square feet (the "Second 7th Floor Building 300
           Expansion Premises").

     (f)   "Use" means general office use, which includes insurance and
           marketing office uses, and no other use.

     (g)   "Term" means the duration of this Lease, which (i) with respect to
           Initial Premises commences on the Date, (ii) with respect to the 5th
           Floor Building 300 Expansion Premises begins on the 5th Floor
           Building 300 Expansion Premises Commencement Date, (iii) with respect
           to the First 7th Floor Building 300 Expansion Premises begins on the
           First 7th Floor Building 300 Expansion Premises Commencement Date,
           (iv) with respect to the Building 100 Expansion Premises commences on
           the Building 100 Expansion Premises Commencement Date, and (v) with
           respect to the Second 7th Floor Building 300 Expansion Premises
           begins on the Second 7th Floor Building 300 Expansion Premises
           Commencement Date, and with respect to the entire Premises ending on
           September 30, 2007 (the "Expiration Date"), unless terminated earlier
           or extended further as provided in this Lease.

                                        1
<PAGE>   13

     (h)   "First 7th Floor Building 300 Expansion Premises Commencement Date"
           shall mean the date Landlord delivers the First 7th Floor Building
           300 Expansion Premises to Tenant in accordance with Section 3.1 below
           after vacation of same by the existing tenant, Coutinho Caro + USA,
           which Landlord and Tenant currently contemplate will be on or about
           December 1, 1996. "5th Floor Building 300 Expansion Premises
           Commencement Date" shall mean the date Landlord delivers the 5th
           Floor Building 300 Expansion Premises according to Section 3.1 below
           to Tenant after vacation of a portion of same by the existing tenant,
           Munich Re Capital Management Corporation and Munich Reassurance
           Company, US branch, which Landlord and Tenant currently contemplate
           will occur on or about January 1, 1997. "Building 100 Expansion
           Premises Commencement Date" shall mean the date Landlord delivers the
           Building 100 Expansion Premises according to Section 3.1 below to
           Tenant after vacation of same by the existing tenant, Service America
           Corporation, which Landlord and Tenant currently contemplate will
           occur on or about September 1, 1997. "Second 7th Floor Building 300
           Expansion Premises Commencement Date" shall mean the date Landlord
           delivers the Second 7th Floor Building 300 Expansion Premises
           according to Section 3.1 below to Tenant after vacation of same by
           the current tenant, Attachmate, which Landlord and Tenant currently
           contemplate will occur on or about September 1, 1997. Each of the
           First 7th Floor Building 300 Expansion Premises Commencement Date,
           5th Floor Building 300 Expansion Premises Commencement Date, Building
           100 Expansion Premises Commencement Date and Second 7th Floor
           Building 300 Expansion Premises Commencement Date is sometimes
           individually referred to herein as a "Commencement Date" and
           collectively as the "Commencement Dates" and the dates on which each
           of those Commencement Dates is contemplated to occur is sometimes
           individually referred to herein as a "Scheduled Commencement Date"
           and collectively as the "Scheduled Commencement Dates".

     (i)   "Base Rent" means the Rent payable according to Section 4.1, which
           will be in an amount per month as follows:

        (i)   for the Initial Premises:

<TABLE>
<CAPTION>
                                                                                 ANNUAL BASE
                                                                    MONTHLY       RENT PER
         PERIOD                                                    BASE RENT     SQUARE FOOT
         ------                                                    ----------    -----------
         <S>                                                       <C>           <C>
         From the Date to 9/30/97..............................    $63,244.59      $18.44
         From 10/1/97 to 9/30/02...............................    $68,595.00      $20.00
         From 10/1/02 to the Expiration Date...................    $89,173.50      $26.00
</TABLE>

        (ii)   For the 5th Floor Building 300 Expansion Premises:

<TABLE>
<CAPTION>
                                                                                 ANNUAL BASE
                                                                    MONTHLY       RENT PER
         PERIOD                                                    BASE RENT     SQUARE FOOT
         ------                                                    ----------    -----------
         <S>                                                       <C>           <C>
         From the 5th Floor....................................    $8,478.33       $20.00
         Building 300 Expansion
         Premises Commencement Date to 9/30/02
         From 10/1/02 to the Expiration Date...................    $11,021.83      $26.00
</TABLE>

        (iii)  For the First 7th Floor Building 300 Expansion Premises:

<TABLE>
<CAPTION>
                                                                                 ANNUAL BASE
                                                                    MONTHLY       RENT PER
         PERIOD                                                    BASE RENT     SQUARE FOOT
         ------                                                    ----------    -----------
         <S>                                                       <C>           <C>
         From the First 7th Floor..............................    $7,941.67       $25.00
         Building 300 Expansion
         Premises Commencement Date to 9/30/97
         From 10/1/97 to 9/30/02...............................    $6,353.33       $20.00
         From 10/1/02 to the Expiration Date...................    $8,259.33       $26.00
</TABLE>

                                        2
<PAGE>   14

        (iv)  For the Building 100 Expansion Premises:

<TABLE>
<CAPTION>
                                                                                 ANNUAL BASE
                                                                    MONTHLY       RENT PER
         PERIOD                                                    BASE RENT     SQUARE FOOT
         ------                                                    ----------    -----------
         <S>                                                       <C>           <C>
         From the Building 100.................................    $67,040.00      $20.00
         Expansion Premises
         Commencement Date to 9/30/02
         From 10/1/02 to the Expiration Date...................    $87,152.00      $26.00
</TABLE>

        (v)   For the Second 7th Floor Building 300 Expansion Premises:

<TABLE>
<CAPTION>
                                                                                 ANNUAL BASE
                                                                    MONTHLY       RENT PER
         PERIOD                                                    BASE RENT     SQUARE FOOT
         ------                                                    ----------    -----------
         <S>                                                       <C>           <C>
         From the Second 7th Floor.............................    $4,933.33       $20.00
         Building 300 Expansion
         Premises Commencement Date to 9/30/02
         From 10/1/02 to the Expiration Date...................    $6,413.33       $26.00
</TABLE>

     (j)   "Tenant's Building 300 Share" means, with respect to the calculation
           of Additional Rent according to Section 4.2, (i) 13.498%, which is
           the percentage resulting from dividing the rentable square footage of
           the Initial Premises by the rentable square footage of the Building
           300 plus (ii) from and after the 5th Floor Building 300 Expansion
           Premises Commencement Date, 1.668%, which is the percentage resulting
           from dividing the rentable square footage of the 5th Floor Building
           300 Expansion Premises by the rentable square footage of Building
           300, (iii) from and after the First 7th Floor Building 300 Expansion
           Premises Commencement Date, 1.250%, which is the percentage resulting
           from dividing the rentable square footage of the First 7th Floor
           Building 300 Expansion Premises by the rentable square footage of
           Building 300 plus (iv) .971%, which is the percentage resulting from
           dividing the rentable square footage of the Second 7th Floor Building
           300 Expansion Premises by the rentable square footage of Building
           300. "Tenant's Building 100 Share" means, with respect to the
           calculation of Additional Rent according to Section 4.2, 13.188%,
           which is the percentage resulting from dividing the rentable square
           footage of the Building 100 Expansion Premises by the rentable square
           footage of Building 100. In the event the rentable square footage of
           the Premises or the total rentable square footage of either Building
           100 or Building 300, respectively, change because of an increase or
           decrease in the size of the Premises, Tenant's Building 100 Share or
           Tenant's Building 300 Share, as the case may be, shall be
           appropriately adjusted.

     (k)   "Base Year" means the calendar year commencing January 1, 1997, and
           ending December 31, 1997.

     (l)   [intentionally deleted]

     (m)  "Landlord's Building Address" means:

            100 First Stamford Place
            Stamford, Connecticut 06902
            Attention: Property Manager

     (n)   "Landlord's General Address" means:

            Suite 450 Fisher Building
            3011 West Grand Boulevard
            Detroit, Michigan 48202
            Attention: Lease Administrator

                                        3
<PAGE>   15

     (o)   "Tenant's Notice address" means:

            300 First Stamford Place
            Stamford, Connecticut 06092
            Attention: Steve Franks

        with a copy to:

            5205 North O'Connor Boulevard
            Irving, Texas 75039
            Attention: Angela Lannen -- N1683

     (p)   "Tenant's Invoice Address" means:

            300 First Stamford Place
            Stamford, Connecticut 06902
            Attention: Steve Franks

     (q)   "Brokers" means the following brokers who will be paid by Landlord in
           accordance with a separate agreement: Corporate National Realty, Inc.
           and the following brokers who will be paid by Tenant: NONE.

     (r)   "Liability Insurance Amount" means $5,000,000.00.

     (s)   "Parking Passes" means 3.5 multiplied by the rentable square footage
           of the Premises divided by 1,000, rounded to the nearest whole
           number. Additionally, as more fully provided under Section 26.20
           below, Tenant shall be entitled to a total of 15 reserved parking
           spaces.

     1.2 Exhibits.  The Exhibits listed below are attached to and incorporated
in this Lease. In the event of any inconsistency between such Exhibits and the
terms and provisions of this Lease, the terms and provisions of the Exhibits
will control. The Exhibits to this Lease are:

     Exhibit A -- Plan Delineating the Premises
     Exhibit B -- Possession and Leasehold Improvements Agreement
     Exhibit C -- Occupancy Estoppel Certificate
     Exhibit D -- Rules and Regulations
     Exhibit E -- Cleaning Standards
     Exhibit F -- First Offer Space
     Exhibit G -- Sample Expenses Statement

     1.3 Additional Definitions.  In addition to those terms defined in Section
1.1 and other sections of this Lease, the following defined terms when used in
this Lease have the meanings indicated:

     (a)   "Additional Rent" means the Rent payable according to Section 4.2.

     (b)   "Building Business Hours" means the hours from 8:00 a.m. to 6:00 p.m.
           on Monday through Friday, excluding statutory or legal holidays
           customarily observed by comparable office buildings in the Stamford,
           Connecticut, area. The current holidays observed by the Building are
           New Year's Day, President's Day, Memorial Day, Independence Day,
           Labor Day, Thanksgiving Day and Christmas.

     (c)   "Common Areas" means certain interior and exterior common and public
           areas located in the Complex and in the Buildings as may be
           reasonably designated by Landlord for the non-exclusive use in common
           by Tenant, Landlord and other tenants, and their employees, guests,
           customers, agents and invitees. If Building 100 or Building 300, or
           both, is or are connected to other buildings by underground tunnels
           or elevated bridges over public streets, Common Areas will include
           such bridges and tunnels; provided, however, that Landlord and owners
           of such other buildings will have the right in their reasonable
           discretion to adopt rules and regulations relating to bridge and
           tunnel use.

                                        4
<PAGE>   16

     (d)   "Complex" means the office and retail condominium complex known as
           First Stamford Place in Stamford, Fairfield County, Connecticut
           (which consists of the three buildings known as 100, 200, and 300
           First Stamford Place and the land on which such buildings are
           located), less any portion that may be removed from the Complex from
           time to time, plus any additional real property located proximate to
           the Complex that may be added from time to time to the Complex
           reasonably required for the operation of the Complex.

     (e)   "Construction Administration Fee" means for all work performed in the
           Premises, or any portion thereof, whether performed by Landlord or
           Tenant, Tenant shall pay to Landlord the following fee:

        General Contractor -- If Landlord is the general contractor for the
        project and is performing the work and/or contracting with the subtrades
        on Tenant's behalf, Landlord and Tenant will mutually agree upon a fee.

        Project Administration -- For all projects where Landlord is not the
        General Contractor, a project administration fee will be charged to
        cover Landlord's service of plan review and design and construction
        coordination. The current fee for project administration is $75.00 per
        hour for time spent by Landlord or Landlord's employees, contractors or
        agents in connection with plan review and design and construction
        coordination. Said fee is subject to periodic adjustment by Landlord.
        During the course of any project administration, Landlord will endeavor
        to provide Tenant with an accounting of hours spent on the project at
        least once every two (2) weeks, but failure to deliver such accounting
        shall not be deemed a waiver of the fee.

     (f)   "Building 100 Expenses" means Expenses (as defined below) for
           Building 100 and "Building 300 Expenses" means Expenses for Building
           300. "Expenses" means the aggregate of any and all costs (other than
           those expressly excluded below) incurred or accrued during each
           Fiscal Year according to generally accepted accounting principles
           consistently applied for operating, managing, administering,
           equipping, securing, protecting, repairing, replacing, renewing,
           cleaning, maintaining, decorating, inspecting, and providing water,
           sewer and other energy and utilities to the respective Building, plus
           the respective Building's share (determined according to the
           condominium documents governing the Complex) of such costs so
           incurred or accrued with respect to the Complex Common Areas
           (including any and all access easements and parking areas or
           facilities serving the Complex); administrative fees in an amount
           equal to 15% of all Expenses other than such administrative fees
           (provided that if Landlord elects to use the services of a managing
           agent, Expenses will include, instead of administrative fees,
           management fees calculated in the same manner as administrative
           fees); the Building's share of the initial build out costs of the
           Complex day care center; the Building's share of the cost of
           maintaining and equipping the health club facility for the Complex
           that is in excess of the club membership fees; fees and expenses
           (including reasonable attorneys' fees) incurred in contesting in good
           faith the validity of any Laws that would cause an increase in
           Expenses; depreciation on personal property and moveable equipment
           which is or should be capitalized on Landlord's books; occupancy
           costs associated with the Complex management office, consisting of
           base rent costs plus the proportionate share of Expenses and Taxes
           attributable to such office, provided, however, that the Complex
           management office shall be of a size reasonably consistent with the
           size of management offices for comparable building complexes in the
           Stamford, Connecticut, area, and the base rent and proportionate
           share of Expenses and Taxes shall be consistent with market rates for
           comparable space within the Complex; capital expenses made by reason
           of insurance requirements and costs (whether capital or not) that are
           incurred in order to conform to changes subsequent to the Date in any
           Laws (but specifically not including any reenactment or subsequent
           recodification, local or otherwise, of any laws or regulations
           existing as of the Date, Tenant acknowledging, however, that a
           reenactment or subsequent recodification does not include any
           requirements imposed by new or amended or modified regulations
           promulgated under any existing statutes or other laws after the
           Date), or that are intended to reduce Expenses or the rate of
           increase in Expenses (such costs will not be included in Expenses for
           the Base Year and will otherwise be charged to Expenses in annual
           installments over the useful life of the items for which such costs
           are incurred [in the case of
                                        5
<PAGE>   17

        items required by changes in Laws or insurance requirements] or over the
        period Landlord reasonably estimates that it will take for the savings
        in Expenses achieved by such items to equal their cost [in the case of
        items intended to reduce Expenses or their rate of increase], and in
        either case together with interest, each Fiscal Year such costs are
        charged to Expenses, on the unamortized balance at an interest rate of
        1% in excess of the average Prime Rate in effect during such Fiscal
        Year). Expenses will not include (1) mortgage principal or interest; (2)
        ground lease payments; (3) any depreciation or capital expenditures,
        including any rental items which, if purchased rather than rented, would
        constitute a capital expenditure (except as expressly provided above);
        (4) legal fees incurred for collecting rents, including disputes with
        tenants, mortgagees, superior lessees and for the enforcement of leases
        in general; (5) costs directly and solely related to the maintenance and
        operation of the entity that constitutes the Landlord, such as
        accounting fees incurred solely for the purpose of reporting Landlord's
        financial condition; (6) wages of executives above the grade of building
        manager; (7) amounts received (Landlord agreeing that it will use
        commercially reasonable efforts to recover available insurance proceeds)
        by Landlord through proceeds of insurance to the extent such amounts are
        compensation for sums previously or which would otherwise be included in
        Expenses or amounts that would be receivable by Landlord if Landlord had
        procured all-risk casualty insurance sufficient in amount to prevent
        Landlord from becoming a co-insurer and with customary deductibles and
        exclusions; (8) costs covered by and reimbursable under any contract or
        manufacturer or supplier warranty to the extent recovered (Landlord
        agreeing that it will use commercially reasonable efforts to recover
        such costs); (9) legal fees and disbursements, brokerage commissions,
        advertising and promotional fees (including any fees or rent for signage
        advertising the leasing of space in the Building) and other expenses
        incurred by Landlord in connection with the leasing of space in the
        Building to tenants; (10) all items and services for which Tenant or any
        other tenant in the Building is required to reimburse Landlord (other
        than through Tenant's Building 100 Share or Tenant's Building 300 Share,
        respectively, or any other tenant's share of Expenses); (11) costs
        incurred in performing work or furnishing services for any tenant
        (including Tenant), whether at such tenant's or Landlord's expense, to
        the extent that such work or service is in excess of any work, service
        or concession customarily granted by Landlord to tenants newly occupying
        unimproved office space in Building 100 or Building 300, as the case may
        be, or in the other buildings in the Complex, such as costs incurred by
        Landlord in connection with rooftop communications equipment (not
        including, however, any common use equipment or equipment used in the
        operation or maintenance of the Property or the Building) of other
        persons, tenants or occupants of the Building or the Complex; (12) any
        costs incurred with respect to a sale or financing of Building 100 or
        Building 300, as the case may be, or any interest therein; (13) wages of
        any employees to the extent their services are not allocable to Building
        100 or Building 300, as the case may be; (14) Taxes; (15) costs incurred
        by Landlord due to the violation by Landlord of the terms and conditions
        of any contract or agreement relating to the Complex or any part
        thereof, including any development agreements, owner's participation
        agreement, covenants, conditions, restrictions, conditional use permits,
        easements or other instruments encumbering the Complex or any part
        thereof or other agreement relating to the development, entitlement,
        construction or financing of the Complex; (16) Landlord's charitable or
        political contributions; (17) costs of inspecting and correcting defects
        (latent or otherwise) in the initial construction of the Building,
        except those conditions (not occasioned by construction defects)
        resulting from wear and tear shall not be deemed defects; and (18) costs
        of capital acquisition of objects of fine art. For each Fiscal Year
        during the Term, the amount by which those Expenses that vary with
        occupancy (such as cleaning costs and utilities) would have increased
        had the respective Building been 95% occupied and operational and had
        all Building services been provided to all tenants will be reasonably
        determined in accordance with sound accounting and management practices
        and the amount of such increase will be included in Expenses for such
        Fiscal Year.

     (g)   "Fiscal Year" means Landlord's fiscal year, which ends on December
           31st of each calendar year and may be changed at Landlord's
           discretion; provided, however, that if Landlord changes its

                                        6
<PAGE>   18

        Fiscal Year, Landlord will make appropriate accounting adjustments in
        the calculation of Tenant's Share of Additional Expenses and Additional
        Taxes for the year or years affected by such change so as to create no
        material adverse monetary effect on Tenant.

     (h)   "Force Majeure" means any acts of God, governmental restriction,
           strikes, labor disturbances, shortages of materials or supplies, or
           any other cause or event beyond the parties' reasonable control (but
           not because of insolvency, lack of funds or other financial cause),
           by which either party is hindered or prevented from performance of
           any act under this Lease, then performance of such act shall be
           excused for the period during which such performance is rendered
           impossible; and time for performance shall be extended accordingly.
           However, Force Majeure shall not relieve either party from any
           obligation under this Lease. Except as may be specifically provided
           to the contrary in this Lease, no such delay shall constitute an
           actual or constructive eviction in whole or in part, or entitle
           Tenant to any abatement or diminution of rents or other charges due,
           or impose any liability upon Landlord or its agents because of
           inconvenience to Tenant or injury to or interruption of Tenant's
           business.

     (i)   "Laws" means any and all present or future federal, state or local
           laws, statutes, ordinances, rules, regulations or orders of any and
           all governmental or quasi-governmental authorities having
           jurisdiction over the Complex, Buildings, Premises, Landlord or
           Tenant as the context may require.

     (j)   [intentionally deleted]

     (k)   "Prime Rate" means the rate of interest announced from time to time
           by Citibank, N.A., or any successor to it, as its prime rate. If
           Citibank, N.A. or any successor to it ceases to announce a prime
           rate, Landlord will designate a reasonably comparable financial
           institution for purposes of determining the Prime Rate.

     (l)   "Rent" means the Base Rent, Additional Rent and all other amounts
           required to be paid by Tenant under this Lease.

     (m)  "Building 100 Taxes" means Taxes (as defined below) for Building 100
          and "Building 300 Taxes" means taxes for Building 300. "Taxes" means
          the amount incurred or accrued during each Fiscal Year according to
          generally accepted accounting principles consistently applied for that
          portion of the following items that is allocable to Building 100 and
          Building 300, respectively, and Complex Common Areas: all ad valorem
          real and personal property taxes and assessments, special or
          otherwise, levied upon or with respect to the Building and Complex
          Common Areas, the personal property used in operating the Building and
          Complex Common Areas, and the rents and additional charges payable by
          tenants of the Building, and imposed by any taxing authority having
          jurisdiction; all taxes, levies and charges which may be assessed,
          levied or imposed in replacement of, or in addition to, all or any
          part of ad valorem real or personal property taxes or assessments as
          revenue sources, and which in whole or in part are measured or
          calculated by or based upon the Building, Complex Common Areas, the
          leasehold estate of Landlord or the tenants of the Building, or the
          rents and other charges payable by such tenants; capital and
          place-of-business taxes, and other similar taxes assessed relating to
          the Building and Complex Common Areas: and any reasonable expenses
          incurred by Landlord in attempting to reduce or avoid an increase in
          Taxes, including, without limitation, reasonable legal fees and costs.
          In the event Landlord successfully obtains a refund of Taxes
          previously paid, within sixty (60) days after receipt, Landlord shall
          refund to Tenant a proportionate share of the refund equivalent to the
          proportionate share of such Taxes previously paid by Tenant. All Taxes
          which may be paid in installments shall be paid by Landlord in the
          maximum number of installments permitted by law and not included in
          Taxes except in the year in which the assessment is actually paid.
          Notwithstanding anything to the contrary set forth in this Lease,
          Taxes shall not include (i) any excess profits taxes, franchise taxes,
          gift taxes, capital stock taxes, inheritance and succession taxes,
          estate taxes, federal and state income taxes, and other taxes to the
          extent applicable to Landlord's general or net income (as opposed to
          rents or receipts), (ii) penalties incurred as a result of Landlord's
          negligence, inability or unwillingness to make payments of and/or to
          file any tax or informational returns with respect
                                        7
<PAGE>   19

        to any Taxes, when due, except to the extent due to a failure by Tenant
        to timely pay its share of Taxes, (iv) any real estate taxes directly
        payable by Tenant or any other tenant in the Building under the
        applicable provisions in their respective leases and (v) any items
        included as Expenses or specifically excluded as Expenses.

2.   GRANT OF LEASE.

     2.1 Demise.  Subject to the terms. covenants, conditions and provisions of
this Lease, Landlord leases to Tenant and Tenant Leases from Landlord the
Premises, together with the nonexclusive right to use the Common Areas including
a non-exclusive right to use existing lines, wires, feeds, connectors, utility
closets, telephone closets, electrical rooms or other common equipment located
in portions of the applicable Building other than the Premises for electric,
communications and other utility service to the Premises to the extent such
existing common facilities are available and are of sufficient capacity for such
use by Tenant, for the Term. Subject to Complex and Building rules and
regulations and other security requirements of Landlord for after-hours entry,
Tenant shall have the right of access to the Premises and Common Areas,
including the Garage, 24 hours per day 7 days per week during the Term.

     2.2 Quiet Enjoyment.  Landlord covenants that during the Term Tenant will
have quiet and peaceable possession and enjoyment of the Premises, subject to
the terms, covenants, conditions and provisions of this Lease, and Landlord will
not disturb such possession except as expressly provided in this Lease.

     2.3 Landlord and Tenant Covenants.  Landlord covenants to observe and
perform all of the terms, covenants and conditions applicable to Landlord in
this Lease. Tenant covenants to pay the Rent when due, and to observe and
perform all of the terms, covenants and conditions applicable to Tenant in this
Lease.

3.   TERM.

     3.1 [INTENTIONALLY DELETED]

     3.2 Early Occupancy.  Tenant currently occupies the Initial Premises
pursuant to the Existing Lease (as defined below). Tenant has no right to enter
other portions of the Premises until Landlord tenders possession, except,
however, that upon prior written notice to Landlord and subject to the rights of
any tenants of the applicable portion of the Premises, Landlord shall permit
Tenant's architect and contractors to enter such other portions of the Premises
for the purposes of measuring such other portions of the Premises and otherwise
viewing such other portions of the Premises.

     3.3 Delayed Occupancy.  If, due to the holdover of a prior occupant or
other reason beyond Landlord's control, Landlord fails to tender possession of a
portion or portions of the Premises to Tenant on or before the applicable
Scheduled Commencement Date, Landlord will not be in default or liable in
damages to Tenant, nor will the obligations of Tenant be affected, provided,
however, that the applicable Commencement Date will be extended automatically to
the day on which Landlord tenders possession of the applicable portion of the
Premises to Tenant. Notwithstanding the foregoing or anything contained in this
Lease to the contrary, Landlord agrees to use its good faith commercially
reasonable efforts to obtain possession of the applicable portions of the
Premises on or before the applicable Scheduled Commencement Date, including
pursuing in good faith any rights or remedies available to Landlord to evict
holdover occupants.

     3.4 Surrender.  Upon the expiration or other termination of the Term,
Tenant will immediately vacate and surrender possession of the Premises in good
order, repair and conditions, except for ordinary wear and tear and except for
damage by fire or other casualty or taking, Tenant acknowledging and agreeing,
however, that the foregoing does not relieve or otherwise release Tenant from
any of its repair and restoration obligations provided hereafter in this Lease.
Upon the expiration or other termination of the Term, Tenant agrees to remove
(a) all changes, additions and improvements to the Premises the removal of which
Landlord requested or approved according to Section 9.1 at the time Landlord
consented to their installation, and (b) all of Tenant's trade fixtures, office
furniture, office equipment and other personal property. Landlord will not,
however, require Tenant to remove improvements to the extent such improvements
are consistent with Building standard office improvements, but in any event
Landlord may require Tenant to remove any wiring

                                        8
<PAGE>   20

or cabling installed by Tenant above the ceilings or in the walls of the
Premises. Tenant will pay Landlord on demand the cost of repairing any damage to
the Premises or Building caused by the installation or removal of any such
items. Any of Tenant's property remaining in the Premises following the
expiration or other termination of the Term will be conclusively deemed to have
been abandoned by Tenant and may be appropriated, stored, sold, destroyed or
otherwise disposed of by Landlord without notice or obligation to account to or
compensate Tenant, and Tenant will pay Landlord on demand all costs incurred by
Landlord relating to such abandoned property.

     3.5 Holding Over.  Tenant understands that it does not have the right to
hold over at any time and Landlord may exercise any and all remedies at law or
in equity to recover possession of the Premises, as well as any damages incurred
by Landlord, due to Tenant's failure to vacate the Premises and deliver
possession to Landlord as required by this Lease. If Tenant holds over after the
Expiration Date with Landlord's prior written consent, Tenant will be deemed to
be a tenant from month-to-month, at a monthly Base Rent, payable in advance,
equal to 125% of monthly Base Rent payable during the last year of the Term, and
Tenant will be bound by all of the other terms, covenants and agreements of this
Lease as the same may apply to a month-to-month tenancy. If Tenant holds over
after the Expiration Date without Landlord's prior written consent, Tenant will
be deemed a tenant at sufferance, at a daily Base Rent, payable in advance,
equal to 150% of the Base Rent per day payable during the last year of the Term,
and Tenant will be bound by all of the other terms, covenants and agreements of
this Lease as the same may apply to a tenancy at sufferance.

4.   RENT.

     4.1 Base Rent.  Commencing on the Date and then throughout the Term, Tenant
agrees to pay Landlord Base Rent according to the following provisions. Base
Rent will be payable in monthly installments in the amount and for the periods
specified in Section 1.1(i), in advance, on or before the first day of each and
every month during the Term. However, if the Date or any Commencement Date is
other than the first day of a month or ends on other than the last day of a
month, Base Rent for such month will be appropriately prorated based on the
actual number of days in such month.

     4.2 Additional Rent.  Commencing on January 1, 1998, Tenant agrees to pay
Landlord, as Additional Rent, in the manner provided below for each Fiscal Year
subsequent to the Base Year that contains any part of the Term, Tenant's
Building 100 Share of (i) the amount by which Building 100 Expenses for such
Fiscal Year exceed Building 100 Expenses for the Base Year ("Additional Building
100 Expenses"); and (ii) the amount by which Building 100 Taxes for such Fiscal
Year exceed Building 100 Taxes for the Base Year ("Additional Building 100
Taxes"). Commencing on January 1, 1998, Tenant agrees to pay Landlord, as
Additional Rent, in the manner provided below for each Fiscal Year subsequent to
the Base Year that contains any part of the Term, Tenant's Building 300 Share of
(i) the amount by which Building 300 Expenses for such Fiscal Year exceed
Building 300 Expenses for the Base Year ("Additional Building 300 Expenses";
Additional Building 100 Expenses and Additional Building 300 Expenses are
sometimes collectively referred to herein as "Additional Expenses"); and (ii)
the amount by which Building 300 Taxes for such Fiscal Year exceed Building 300
Taxes for the Base Year ("Additional Building 300 Taxes"; Additional Building
300 Taxes and Additional Building 100 Taxes are sometimes collectively referred
to herein as "Additional Taxes"). The obligations of Tenant to pay Additional
Rent as provided in this Section 4 and the obligations of Landlord to repay
Tenant for any overpayments of Additional Rent as provided in this Section 4
shall survive the expiration or earlier termination of the Term to the extent
the same is attributable to time periods prior to the expiration or earlier
termination of the Term.

     (a)  Estimated Payments.  Prior to or as soon as practicable after the
          beginning of each Fiscal Year subsequent to the Base Year, Landlord
          will notify Tenant of Landlord's reasonable estimate of Tenant's
          Building 100 Share of Additional Building 100 Expenses and Additional
          Building 100 Taxes for the ensuing Fiscal Year and Landlord's
          reasonable estimate of Tenant's Building 300 Share of Additional
          Building 300 Expenses and Additional Building 300 Taxes for the
          ensuing Fiscal Year. Landlord will endeavor to provide Tenant with
          such notifications prior to June 1 of each Fiscal Year. On or before
          the first day of each month during the ensuing Fiscal Year, Tenant
          will pay to Landlord, in advance, 1/12 of such estimated amounts,
          provided that until such notice
                                        9
<PAGE>   21

        is given with respect to the ensuing Fiscal Year, Tenant will continue
        to pay on the basis of the prior Fiscal Year's estimate until the first
        day of a month that is at least 30 days after the date said notice is
        given. In the month Tenant first pays based on Landlord's new estimate,
        Tenant will pay to Landlord 1/12 of the difference between the new
        estimate and the prior year's estimate for each month which has elapsed
        since the beginning of the current Fiscal Year. If at any time it
        appears to Landlord, in Landlord's reasonable judgment, that Tenant's
        Building 100 Share of Additional Building 100 Expenses or Additional
        Building 100 Taxes or that Tenant's Building 300 Share of Additional
        Building 300 Expenses or Additional Building 300 Taxes, or both, for the
        then-current Fiscal Year will vary from Landlord's estimate by more than
        5%, Landlord may, by notice to Tenant, revise its estimate for such year
        and subsequent payments by Tenant for such year will be based upon the
        revised estimate. Landlord agrees not to make such mid-Fiscal Year
        adjustment to the estimate of Tenant's Building 100 Share of Additional
        Building 100 Expenses or Additional Building 100 Taxes more than one (1)
        time during any Fiscal Year and agrees not to make such mid-Fiscal Year
        adjustment to the estimate of Tenant's Building 300 Share of Additional
        Building 300 Expenses or Additional Building 300 Taxes more than one (1)
        time during any Fiscal Year.

     (b)  Annual Settlement.  As soon as practicable after the close of each
          Fiscal Year, including the Base Year, Landlord will deliver to Tenant
          its statement of Tenant's Building 100 Share of Additional Building
          100 Expenses and Additional Building 100 Taxes for such Fiscal Year
          and its statement of Tenant's Building 300 Share of Additional
          Building 300 Expenses and Additional Building 300 Taxes for such
          Fiscal Year. Such annual statement shall have a reasonably detailed
          line item by line item breakdown of Expenses. Tenant acknowledges and
          agrees that the annual Expenses statement delivered to Tenant pursuant
          to the Existing Lease is a reasonably detailed breakdown. A sample of
          the existing annual Expenses statement is attached hereto as Exhibit
          G. Landlord will endeavor to provide Tenant with such statements prior
          to June 1 of each Fiscal Year. If on the basis of such statement
          Tenant owes an amount that is less than the respective estimated
          payments for Expenses and Taxes previously made by Tenant for such
          Fiscal Year, Landlord will either refund such excess amount to Tenant
          or credit such excess amount against the next payment(s), if any, due
          from Tenant to Landlord. Tenant acknowledges that Landlord accounts
          for Expenses and Taxes separately and accounts for each Building
          separately. Accordingly, any credit for excess amounts shall be made
          against the estimated payment of Expenses and Taxes respectively for
          the respective Building. If on the basis of such statement Tenant owes
          an amount that is more than the respective estimated payments
          previously made by Tenant for such Fiscal Year, Tenant will pay the
          deficiency to Landlord within 30 days after the delivery of such
          statement. If this Lease commences on a day other than the first day
          of a Fiscal Year or terminates on a day other than the last day of a
          Fiscal Year, Tenant's Building 100 Share of Additional Building 100
          Expenses and Additional Building 100 Taxes and Tenant's Building 300
          Share of Additional Building 300 Expenses and Additional Building 300
          Taxes, applicable to the Fiscal Year in which such commencement or
          termination occurs will be prorated on the basis of the number of days
          within such Fiscal Year that are within the Term.

     (c)  Final Payment.  Tenant's obligation to pay the Additional Rent and
          Landlord's obligation to refund or credit any overpayment of
          Additional Rent provided for in this Section 4.2 which is accrued but
          not paid for periods prior to the expiration or early termination of
          the Term will survive such expiration or early termination. Prior to
          or as soon as practicable after the expiration or early termination of
          the Term, but in any event within one hundred twenty (120) days after
          the expiration or early termination of the Term, Landlord may submit
          an invoice to Tenant stating Landlord's reasonable estimate of the
          amount by which Tenant's Share of Additional Expenses and Additional
          Taxes through the date of such expiration or early termination will
          exceed Tenant's estimated payments of Additional Rent for the Fiscal
          Year in which such expiration or termination has occurred or will
          occur. Tenant will pay the amount of any such excess to Landlord
          within 30 days after the date of Landlord's invoice. Upon final
          determination of the Additional Rent for the Fiscal Year in which the
          expiration or termination occurs, either (i) Landlord will invoice
          Tenant for any underpayment, in which event Tenant shall pay such
          underpayment to Landlord
                                        10
<PAGE>   22

        within thirty (30) days after receipt of Landlord's invoice, or (ii) if
        Tenant has deposited an excess amount with Landlord, Landlord will
        refund such excess amount to Tenant within thirty (30) days after the
        final determination.

     4.3 Other Taxes.  Tenant will reimburse Landlord upon demand for any and
all taxes payable by Landlord (other than net income taxes and taxes included in
Taxes) whether or not now customary or within the contemplation of Landlord and
Tenant: (a) upon, measured by or reasonably attributable to the cost or value of
Tenant's equipment, furniture, fixtures and other personal property located in
the Premises; (b) upon or measured by Rent; (c) upon or with respect to the
possession, leasing, operation, management, maintenance, alteration, repair, use
or occupancy by Tenant of the Premises or any portion of the Premises; and (d)
upon this transaction or any document to which Tenant is a party creating or
transferring an interest or an estate in the Premises. If it is not lawful for
Tenant to reimburse Landlord, the Base Rent payable to Landlord under this Lease
will be revised to yield to Landlord the same net rental after the imposition of
any such tax upon Landlord as would have been payable to Landlord prior to the
imposition of any such tax.

     4.4 Terms of Payment.  All Base Rent, Additional Rent and other Rent will
be paid to Aetna Life Insurance Company in lawful money of the United States of
America, c/o Dorman & Wilson, Inc. P. O. Box 366 White Plains, NY 10602-0366
Attn: Mr. Donald Tripp, with a written reference indicating that the payment
constitutes a payment of rent relating to Aetna Loan Nos. 196786, 197126 and
197330, or to such other person or at such other place as Landlord may from time
to time designate in writing, without notice or demand and without right of
deduction, abatement or setoff, except as otherwise expressly provided in this
Lease.

     4.5 Interest on Late Payments.  All amounts payable under this Lease by
Tenant to Landlord, if not paid within ten (10) days following written notice to
Tenant (provided, however, that Landlord is only required to provide such notice
and Tenant shall only have such ten (10) day cure period three (3) times within
any twelve (12) consecutive month period), will bear interest from the due date
until paid at the lesser of the highest interest rate permitted by law or 3% in
excess of the then-current Prime Rate.

     4.6 Right to Accept Payments.  No receipt by Landlord of an amount less
than Tenant's full amount due will be deemed to be other than payment "on
account", nor will any endorsement or statement on any check or any accompanying
letter effect or evidence an accord and satisfaction. Landlord may accept such
check or payment without prejudice to Landlord's right to recover the balance or
pursue any right of Landlord. No payments by Tenant to Landlord after the
expiration or other termination of the Term, or after the giving of any notice
(other than a demand for payment of money) by Landlord to Tenant, will
reinstate, continue or extend the Term or make ineffective any notice given to
Tenant prior to such payment. After notice or commencement of a suit, or after
final judgment granting Landlord possession of the Premises, Landlord may
receive and collect any sums of Rent due under this Lease, and such receipt will
not void any notice or in any manner affect any pending suit or any judgment
obtained. Tenant may make payments of its share of Expenses and Taxes under
protest and such payment under protest shall not be deemed a waiver by Tenant of
any of its rights to audit Expenses and Taxes or otherwise contest the payment
of Tenant's share of Expenses and Taxes.

     4.7 Tenant's Right to Audit.  Landlord shall maintain complete and accurate
books and records detailing all Expenses and Taxes for not less than the
preceding two (2) years. Landlord may keep the books and records at the Complex
or at Landlord's regional office. Tenant and its representatives shall have the
right, at Tenant's expense, to examine, and audit during normal business hours,
Landlord's books and records pertaining to the Expenses for the preceding two
(2) years to enable Tenant to verify the accuracy thereof. Landlord shall
cooperate with Tenant in any such examination. Tenant's reasonable actual costs
of said audit shall be payable by Landlord on demand if it is determined that
the Expenses and Taxes reported by Landlord are in excess of five (5%) percent
of the actual amount of Expenses and Taxes. Any overpayment by Tenant shall be
credited to Tenant or, if the Term has expired or otherwise terminated, shall be
paid to Tenant, and any undercharge shall be paid by Tenant as soon as
reasonably possible. The foregoing provision shall survive termination or
expiration of the Lease.

                                        11
<PAGE>   23

5.   CONDITION OF PREMISES.  Tenant is in possession of the Initial Premises
     pursuant to the Existing Lease. Tenant accepts the Initial Premises as
     being in good order, condition and repair and otherwise as is, where is and
     with all faults. By taking possession of each portion of the Premises
     hereunder, Tenant accepts the applicable portion of the Premises as being
     in good order, condition and repair, and otherwise as is, where is and with
     all faults. Except as may be expressly set forth in this Lease, Tenant
     acknowledges that neither Landlord, nor any employee, agent or contractor
     of Landlord has made any representation or warranty concerning the Complex,
     Buildings, Common Areas or Premises, or the suitability of any of the
     foregoing for the conduct of Tenant's business. The Premises do not include
     any areas above the finished ceiling or below the finished floor covering
     installed in the Premises or any other areas not shown on Exhibit A as
     being part of the Premises. Notwithstanding the foregoing, Tenant may
     install cabling and wiring necessary for the conduct of Tenant's business
     in the space above the finished ceiling and in non-structural walls, to the
     extent available, provided, however, that upon the expiration of earlier
     termination of this Lease, Tenant shall be required to remove all such
     cabling and wiring. Except for the non-exclusive rights granted to Tenant
     under Section 2.1, Landlord reserves, for Landlord's exclusive use, any of
     the following (other than those installed for Tenant's exclusive use) that
     may be located in the Premises: janitor closets, stairways and stairwells;
     fan, mechanical, electrical, telephone and similar rooms; and elevator,
     pipe and other vertical shafts, flues and ducts.

6.   USE AND OCCUPANCY.

     6.1 Use.

     (a)   Tenant agrees to use and occupy the Premises only for the Use
           described in Section 1.1(f), or for such other purpose as Landlord
           expressly authorizes in writing, which shall not be unreasonably
           withheld or delayed after receipt of a written request for such
           authorization from Tenant.

     (b)   The use of the Premises permitted under Section 6.1(a) shall not
           include, and Tenant shall not use, or permit the use of, the Premises
           or any part thereof for: (i) the offices or business of a
           governmental or quasi-governmental bureau, department or agency,
           foreign or domestic, including an autonomous governmental corporation
           or diplomatic or trade mission; or (ii) any gambling or gaming
           activities, any political activities, any club activities or any
           school, or any employment or placement agency.

     6.2 Compliance.

     (a)   Tenant agrees to use the Premises in a safe, careful and proper
           manner, and to comply with all Laws applicable to Tenant's use and
           occupancy of the Premises. If, (i) due to the nature or manner of any
           use or occupancy of the Premises by Tenant, or (ii) due to a
           condition created by Tenant, or a breach of Tenant's obligations
           hereunder or the negligence of Tenant or its invitees, any
           improvements or alterations to the Premises or either Building or
           changes in the services provided by Landlord according to Section 5
           are required to comply with any Laws, or with requirements of
           Landlord's insurers, then Tenant will pay all costs of the required
           improvements, alterations or changes in services.

     (b)   Tenant, at its expense, after notice to Landlord, may contest, by
           appropriate proceedings prosecuted diligently and in good faith, the
           validity or applicability of any Laws or insurance requirements
           applicable (or purporting so to be) to the Premises, provided that:
           (i) Landlord shall not be subject to civil or criminal penalty or to
           prosecution for a crime, nor shall the Complex or any part thereof be
           subject to being condemned or vacated, by reason of non-compliance or
           otherwise by reason of such contest; (ii) Tenant shall indemnify
           Landlord against the cost of any liability resulting from or incurred
           in connection with such contest or non-compliance; (iii) such
           non-compliance or contest shall not constitute or result in any
           violation of an Encumbrance or if any Encumbrance holder shall
           condition such non-compliance or contest upon the taking of action or
           furnishing of security by Landlord, such action shall be taken and
           such security shall be furnished at the expense of Tenant; and (d)
           Tenant shall keep Landlord regularly advised as to the status of such
           proceedings. Landlord shall be deemed subject to prosecution for a
           crime if
                                        12
<PAGE>   24

        Landlord, or any of its officers, directors, employees or agents, is
        charged with a crime of any kind whatever unless such charge is
        withdrawn five (5) days before such party is required to plead or answer
        thereto.

     (c)   Landlord and Tenant agree that, during the Term, each will comply
           with all Laws governing, and all procedures established by Landlord
           for, the use, abatement, removal, storage, disposal or transport of
           any substances, chemicals or materials declared to be, or regulated
           as, hazardous or toxic under any applicable Laws ("Hazardous
           Substances") and any required or permitted alteration, repair,
           maintenance, restoration, removal or other work in or about the
           Premises, either Building or land underlying the Building (the
           "Land") that involves or affects any Hazardous Substances. Each party
           will indemnify and hold the other and the other's "Affiliates" (as
           defined in Section 13.1) harmless from and against any and all
           claims, costs and liabilities (including reasonable attorneys' fees)
           arising out or in connection with any breach by such party of its
           covenants under this Section 6.2(b). The parties' obligations under
           this Section 6.2(b) will survive the expiration or early termination
           of the Term.

     6.3 Occupancy.  Tenant will not do, or permit to be done by Tenant's
employees, guests, invitees, contractors, subcontractors and agents, anything
which obstructs or interferes with other tenants' rights or with Landlord's
providing Building services, or which injures or annoys other tenants. Tenant
will not cause, maintain or permit any nuisance in or about the Premises and
will keep the Premises free of debris, and anything of a dangerous, noxious,
toxic or offensive nature or which could create a fire hazard or undue
vibration, heat or noise. If any item of equipment, building material or other
property brought into either Building by Tenant or on Tenant's request causes a
dangerous, noxious, toxic or offensive effect including an environmental effect)
and in Landlord's reasonable opinion such effect will not be permanent but will
only be temporary and is able to be eliminated, then Tenant will not be required
to remove such item, provided that Tenant promptly and diligently causes such
effect to be eliminated, pays for all costs of elimination and indemnifies
Landlord against all liabilities arising from such effect. Tenant will not make
or permit any use of the Premises which may jeopardize any insurance coverage,
increase the cost of insurance or require additional insurance coverage. If by
reason of Tenant's failure to comply with the provisions of this Section 6.3,
(a) any insurance coverage is jeopardized, then Landlord will have the option to
terminate this Lease; or (b) insurance premiums are increased, then Landlord may
require Tenant to immediately pay Landlord as Rent the amount of the increase in
insurance premiums.

7.   SERVICES AND UTILITIES.

     7.1 Landlord's Standard Services.  During the Term, Landlord will operate
and maintain the Buildings in compliance with all applicable Laws which are not
the obligation of Tenant and according to those standards from time to time
prevailing for first-class office buildings in the area in which the Buildings
are located. Landlord will provide the following services according to such
standards, the costs of which will be included in Expenses to the extent
provided in Section 1.3(f):

     (a)   repair, maintenance and replacement of all structural elements of the
           Buildings and the Garage, all general mechanical, plumbing and
           electrical systems installed in the Buildings, including, without
           limitation, the elevators of the Buildings, but excluding those
           portions of any plumbing or electrical systems that are located
           within the Premises and excluding any mechanical, plumbing or
           electrical systems which may be installed elsewhere in the Building
           by Tenant or at the request of Tenant, and all Common Areas;

     (b)   heating, ventilating and air conditioning the Premises and Common
           Areas during Business Hours, at temperatures and in amounts as may be
           reasonably required for comfortable use and occupancy under normal
           business operations with "Customary Office Equipment" (as used in
           this Lease, "Customary Office Equipment" will include typewriters,
           calculators, dictation recorders, desk top personal computers, small
           reproduction machines and similar devices and equipment; but will not
           include any machines, devices or equipment that adversely affect the
           temperature otherwise maintained in the Premises such as heavy-duty
           data processing, computer or reproduction

                                        13
<PAGE>   25

        equipment). If Tenant requires heating, ventilating or air conditioning
        for the Premises outside Business Hours, Landlord will furnish the same
        for the hours specified in a request from Tenant (which request will be
        made at the time and in the manner reasonably designated by Landlord for
        such requests from time to time), and for this service Tenant will pay
        Landlord, within 15 days after the date of Landlord's invoice, the
        hourly rate reasonably determined by Landlord from time to time. The
        current rates for heating, ventilating and air conditioning outside of
        Business Hours is $0.00 per hour per Building for heating, $65.00 per
        hour per Building for ventilating and $105.00 per hour per Building for
        air conditioning;

     (c)   water for small kitchens, washrooms and drinking fountains (excluding
           water for air conditioning units for exclusive use by Tenant). Tenant
           currently has an executive washroom in the Premises. Landlord
           acknowledges that use of water in such executive washroom is part of
           standard services under this Section 7.1 and not an additional
           service;

     (d)   janitorial services to the Premises and Building Common Areas
           substantially according to the standards described on Exhibit E. If
           Tenant shall have a separate area for the storage, preparation,
           service or consumption of food or beverages, reproduction, data
           processing or computer operations, private lavatories or toilets or
           other special purposes requiring greater or more difficult cleaning
           work than office areas, Tenant, at its expense, shall cause such
           portions of the Premises to be cleaned daily in a manner reasonably
           satisfactory to Landlord. Landlord shall have the right to cause any
           area in the Premises used for the storage, preparation, service or
           consumption of food or beverages to be exterminated for vermin by a
           reputable extermination contractor selected by Landlord with such
           frequency as shall be reasonably satisfactory to Landlord and Tenant
           shall pay the cost thereof to Landlord within ten (10) days after
           demand;

     (e)   automatic passenger elevators for access to and from the floor(s) on
           which the Premises are located;

     (f)   toilet facilities, including necessary washroom supplies sufficient
           for Tenant's normal use;

     (g)   electric lighting for all Common Areas that require electric light
           during the day or are open at night, including replacement of tubes
           and ballasts in lighting fixtures; and

     (h)   replacement of tubes and ballasts in those Building standard lighting
           fixtures installed in the Premises.

     7.2 Separate Utility Services.  In addition to the standard services
provided according to Section 7.1, Landlord will furnish the following "Separate
Utilities" to the extent they are currently available within the Premises using
existing Building equipment 24 per day, subject to Section 7.4 below:
electricity for Tenant's use in the Premises so long as such use shall not
exceed a connected load of six (6) watts per rentable square foot in the
Premises. Tenant will pay separately for the costs of all Separate Utilities
consumed within the Premises (and such costs will not be included in Expenses).
Except when Tenant pays the utility company directly, Tenant will pay Landlord
for the costs of Separate Utilities consumed within the Premises. Landlord will
invoice Tenant from time to time for such actual costs without mark-up of any
kind (but in no event more frequently than once per month), which will be deemed
Rent under this Lease, and Tenant will pay the same within 15 days after the
date of Landlord's invoice. For the costs of all Separate Utilities so payable
by Tenant to Landlord, Landlord will charge Tenant (a) by metering at applicable
rates, where meters exist or are installed at Landlord's discretion, including
all service and meter-reading charges; and/or (b) by use and engineering surveys
identifying all costs relating to consumption of Separate Utilities. For
purposes of this Section 7.2, from time to time during the Term Landlord may
enter the Premises to install, maintain, replace or read meters for Separate
Utilities and/or to evaluate Tenant's consumption of and demand for Separate
Utilities. Landlord shall give Tenant notice prior to any such entry into the
Premises (Tenant agreeing and acknowledging, however, that Landlord shall not be
required to give prior written notice for routine maintenance or meter reading
or in the case of emergency) and Landlord shall use reasonable efforts to
minimize interference with the conduct of Tenant's business in connection with
any such entry.

                                        14
<PAGE>   26

     7.3 Additional Services.

     (a)   If Tenant requires electric current, water or any other energy in
           excess of the amounts provided by Landlord according to Sections 7.1
           and 7.2, such excess electric, water or other energy requirements
           will be supplied only with Landlord's consent, which consent will not
           be unreasonably withheld. If Landlord grants such consent, Tenant
           will pay all costs of meter service and installation of facilities or
           professional services necessary to measure and/or furnish the
           required excess capacity. Tenant will also pay the entire cost at the
           prevailing rate of such additional electricity, water or other energy
           so required.

     (b)   If Tenant installs any machines, equipment or devices in the Premises
           that do not constitute Customary Office Equipment and such machines,
           equipment or devices cause the temperature in any part of the
           Premises to exceed the temperature the Building's mechanical system
           would be able to maintain in the Premises were it not for such
           machines, equipment or devices, then Landlord reserves the right to
           install supplementary air conditioning units in the Premises, and
           Tenant will pay Landlord all costs of installing, operating and
           maintaining such supplementary units.

     (c)   If Tenant requires any janitorial or cleaning services in excess of
           the amounts provided by Landlord according to Section 5.1 (such as
           cleaning services beyond normal office janitorial services for
           kitchens, computer rooms, medical or dental examination rooms or
           other special use areas), Landlord will provide such excess services
           to Tenant within a reasonable period after Tenant's request made to
           Landlord's Building manager ("Property Manager"), provided that such
           excess services are available from Landlord's regular janitorial or
           cleaning contractor. Tenant will pay the cost of such excess services
           at prevailing rates. Landlord will also provide, within a reasonable
           period after Tenant's request made to the Property Manager, at
           Tenant's cost and to the extent available to Landlord, replacement of
           bulbs, tubes or ballasts in any non-Building standard lighting
           fixtures in the Premises.

     (d)   Tenant will pay as Rent, within 15 days after the date of Landlord's
           invoice, all costs which may become payable by Tenant to Landlord
           under this Section 7.3.

     7.4 Interruption of Services.  If any of the services provided for in this
Section 7 are interrupted or stopped, Landlord will use due diligence to resume
the service; provided, however, no irregularity or stoppage of any of these
services will create any liability for Landlord (including, without limitation,
any liability for damages to Tenant's personal property caused by any such
irregularity or stoppage), constitute an actual or constructive eviction or,
except as expressly provided below, cause any abatement of the Rent payable
under this Lease or in any manner or for any purpose relieve Tenant from any of
its obligations under this Lease. If, due to reasons within Landlord's
reasonable control, any of the services required to be provided by Landlord
under this Section 7 should become unavailable and should remain unavailable for
a period in excess of 60 hours after notice of such unavailability from Tenant
to Landlord, and if such unavailability should render all or any portion of the
Premises where Tenant is actually unable to use any or all of the Premises for
the normal conduct of its business ("Untenantable"), then commencing upon the
expiration of such 60-hour period, Tenant's Rent will equitably abate in
proportion to the portion of the Premises so rendered Untenantable for so long
as such services remain unavailable for such reasons. Without limiting those
reasons for an irregularity or stoppage of services that may be beyond
Landlord's control, any such irregularity or stoppage that is required in order
to comply with any Laws will be deemed caused by a reason beyond Landlord's
control. Notwithstanding anything contained herein to the contrary, if all or
any portion of the Premises is rendered Untenantable and if Landlord receives
any proceeds of rental income insurance maintained by Landlord for the
applicable Building as described in Section 11.1(c), Tenant shall be entitled to
an abatement of Rent equal to the amount of such proceeds received by Landlord
(Landlord agreeing to use reasonable efforts to collect such proceeds) to the
extent applicable to the Premises, it being intended that Landlord not receive a
double collection of rent as a result of any such untenantability.

                                        15
<PAGE>   27

8.   REPAIRS.

     8.1 Repairs Within the Premises.  Subject to the terms of Sections 6,
7.1(a), 12 and 14, and except to the extent Landlord is required or elects to
perform or pay for certain maintenance or repairs according to those sections,
Tenant will, at Tenant's own expense: (a) at all times during the Term, maintain
the Premises, all fixtures and equipment in the Premises and those portions of
any plumbing or electrical systems located within the Premises and any fixtures
and equipment installed by or on behalf of Tenant outside of the Premises in
good order and repair and in a condition that complies with all applicable Laws
(as more fully provided in and subject to Section 6.2 above); and (b) promptly
and adequately repair all damage to the Premises and replace or repair all of
such fixtures, equipment and portions of the plumbing or electrical systems that
are damaged or broken, all under the supervision and subject to the prior
reasonable approval of Landlord. All work done by Tenant or its contractors
(which contractors will be subject to Landlord's reasonable approval, which
approval shall not be unreasonably withheld or delayed, and in any event such
approval shall be given or denied within five (5) business days after written
request by Tenant) will be done in a first-class workmanlike manner using only
grades of materials at least equal in quality to Building standard materials and
will comply with all insurance requirements and all applicable Laws.

     8.2 Failure to Maintain Premises.  If Tenant fails to perform any of its
obligations under Section 8.1, and does not cure such failure within the time
period and subject to the conditions set forth in Section 20.1(b) below, then
Landlord may perform such obligations and Tenant will pay as Rent to Landlord
the cost of such performance, including an amount sufficient to reimburse
Landlord for overhead and supervision, within 15 days after the date of
Landlord's invoice. For purpose of performing such obligations, or to inspect
the Premises, Landlord may enter the Premises upon not less than 10 business
days' prior notice to Tenant (except in cases of actual or suspected emergency,
in which case no prior notice will be required) without liability to Tenant for
any loss or damage incurred as a result of such entry, provided that Landlord
will take reasonable steps in connection with such entry to minimize any
disruption to Tenant's business or its use of the Premises.

     8.3 Notice of Damage.  Tenant will notify Landlord promptly after Tenant
learns of (a) any fire or other casualty in the Premises; (b) any damage to or
defect in the Premises, including the fixtures and equipment in the Premises,
for the repair of which Landlord might be responsible; and (c) any damage to or
defect in any parts of appurtenances of the Building's sanitary, electrical,
heating, air conditioning, elevator or other systems located in or passing
through the Premises.

9.   ALTERATIONS.

     9.1 Alterations by Tenant.  Tenant may from time to time at its own expense
make changes, additions and improvements to the Premises to better adapt the
same to its business, provided that any such change, addition or improvement (a)
will comply with all applicable Laws; (b) will be made only with the prior
written consent of Landlord, which consent will not be unreasonably withheld;
(c) will equal or exceed Building standard; (d) will be carried out only by
persons selected by Tenant and reasonably approved in writing by Landlord, which
approval shall be given or withheld within five (5) business days after written
request by Tenant, who will, if required by Landlord, in Landlord's reasonable
judgment, deliver to Landlord before commencement of the work performance and
payment bonds; provided, however, Landlord will not require performance and
payment bonds so long as TIG Insurance Company is Tenant hereunder; (e) does not
exceed or materially adversely affect the capacity, maintenance, operating cost
or integrity of the Building's structure or any of its heating, ventilating, air
conditioning, plumbing, mechanical, electrical, communications or other systems;
(f) is approved by the holder of any Encumbrance, if such approval is required
under the terms of any Encumbrance, Landlord agreeing to use its diligent and
good faith efforts to obtain such approval; (g) does not violate any agreement
which affects the Building or binds Landlord; and (h) does not alter the
exterior of the Building in any way. Tenant will maintain, or will cause the
persons performing any such work to maintain, worker's compensation insurance
and public liability and property damage insurance (with Landlord named as an
additional insured), in amounts, with companies and in a form reasonably
satisfactory to Landlord, which insurance will remain in effect during the
entire period in which the work will be carried out. If requested by Landlord,
Tenant will deliver to Landlord proof of all such insurance. Tenant
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<PAGE>   28

will promptly pay, when due, the cost of all such work and, upon completion,
Tenant will deliver to Landlord, to the extent not previously received by
Landlord, evidence of payment, contractors' affidavits and full and final
waivers of all liens for labor, services or materials. Tenant shall pay the
Construction Administration Fee on all changes, additions or improvements.
Tenant will also pay any increase in property taxes on, or fire or casualty
insurance premiums for, the Building attributable to such change, addition or
improvement and the cost of any modifications to the Building outside the
Premises that are required to be made in order to make the change, addition or
improvement to the Premises. Tenant, at its expense, will have promptly prepared
and submitted to Landlord reproducible as-built CAD plans of any such change,
addition or improvement upon its completion. All changes, additions and
improvements to the Premises, whether temporary or permanent in character, made
or paid for by Landlord or Tenant will, without compensation to Tenant, become
Landlord's property upon installation. If at the time Landlord consents to their
installation, Landlord requests or approves the removal by Tenant of any such
changes, additions or improvements upon termination of this Lease, Tenant will
remove the same upon termination of this Lease as provided in Section 15.1. All
other changes, additions and improvements will remain Landlord's property upon
termination of this Lease and will be relinquished to Landlord in good
condition, ordinary wear and tear and casualty excepted, Tenant acknowledging
and agreeing, however, that the foregoing does not relieve or otherwise release
Tenant from any of its repair and restoration obligations provided hereafter in
this Lease.

     Notwithstanding the foregoing, Tenant may perform alterations to the
interior of the Premises without Landlord's prior written consent provided such
alterations (or the performance thereof) do not (i) affect the mechanical,
electrical, HVAC, life safety, or other Building operating systems, (ii) affect
the structural components of the Building or require penetration of the floor or
ceiling of the Premises, (iii) involve the use or disturbance of any Hazardous
Substances or (iv) cost more than One Hundred Thousand and No/100 Dollars
($100,000.00) in any twelve (12) consecutive month period, and further provided
that Tenant gives Landlord prior written notice of such alterations and further
provided that such alterations (and the performance thereof) shall otherwise be
in compliance with the provisions of this Section 9 (except for the requirement
of Landlord's consent).

     9.2 Alterations by Landlord.  Landlord may from time to time make repairs,
changes, additions and improvements to the Complex, Building, Common Areas and
those Complex or Building systems necessary to provide the services described in
Section 5, and for such purposes Landlord may enter the Premises upon not less
than 10 days' prior written notice to Tenant (except in cases of actual or
suspected emergency, in which case no prior notice will be required) without
liability to Tenant for any loss or damage incurred as a result of such entry,
except as may be otherwise provided herein, provided that in doing so Landlord
will not disturb or interfere with Tenant's use of (including access to) the
Premises, Garage or Common Areas and operation of its business any more than is
reasonably necessary in the circumstances and will repair any damage to the
Premises caused by such entry. No permanent change, addition or improvement made
by Landlord will materially impair access to or use of the Premises.

10. LIENS.

     Tenant agrees to pay before delinquency all costs for work, services or
materials furnished to Tenant for the Premises, the nonpayment of which could
result in any lien against the Complex or Building. Tenant will keep title to
the Complex and Building free and clear of any such lien. Tenant will
immediately notify Landlord of the filing of any such lien or any pending claims
or proceedings relating to any such lien of which Tenant has notice. Tenant will
indemnify and hold Landlord harmless from and against all loss, damages and
expenses (including reasonable attorneys' fees) suffered or incurred by Landlord
as a result of such lien, claims and proceedings, whether or not Tenant has
notice of such lien, claim or proceeding. In case any such lien attaches, Tenant
agrees to cause it to be immediately released and removed of record (failing
which Landlord may do so at Tenant's sole expense), unless Tenant has a good
faith dispute as to such lien in which case Tenant may contest such lien by
appropriate proceedings so long as Tenant deposits with Landlord a bond or other
security in an amount reasonably acceptable to Landlord which may be used by
Landlord to release such lien. Upon final determination of any permitted
contest, Tenant will immediately pay any judgment rendered and cause the lien to
be released.

                                        17
<PAGE>   29

11. INSURANCE.

     11.1 Landlord's Insurance.  During the Term, Landlord will provide and keep
in force the following insurance:

     (a)   commercial general liability insurance relating to Landlord's
           operation of the Building and Complex, for personal and bodily injury
           and death, and damage to others' property; and

     (b)   full replacement cost all risk of fire insurance (including standard
           extended coverage endorsement perils, leakage from fire protective
           devices and other water damage) relating to the Land and Building
           (but excluding Tenant's fixtures, furnishings, equipment, personal
           property, documents, files, inventory, stock-in-trade and work
           products and all leasehold improvements in the Premises); and

     (c)   loss of rental income insurance or loss of insurable gross profits
           commonly insured against by prudent landlords; and

     (d)   such other insurance (including boiler and machinery insurance) as
           Landlord reasonably elects to obtain or any Building mortgagee
           requires.

Insurance effected by Landlord under this Section 11.1 (except for Section
11.1(b), which shall be full replacement cost) will be in amounts which Landlord
from time to time reasonably determines sufficient or any Building mortgagee
requires; will be subject to such deductibles and exclusions as Landlord
reasonably determines; will, in the case of insurance under Sections 11.1 (b),
(c) and (d), permit the release of Tenant from certain liability under Section
13.1; and will otherwise be on such terms and conditions as Landlord from time
to time reasonably determines sufficient. In determining the amounts of such
insurance, Landlord will exercise its reasonable judgment consistent with the
practices of prudent institutional owners of real estate similar to the Building
and Complex. Tenant acknowledges that Landlord's loss of rental income insurance
policy provides that payments by the insurer may be limited to a period of one
(1) year (but Landlord agrees that it shall be no longer than two (2) years)
following the date of any damage or destruction and that no insurance proceeds
will be payable in the case of damage or destruction caused by an occurrence not
included in the policies described in Sections 11.1(b), (c) and (d).

     11.2 Tenant's Insurance.  During the term, Tenant will provide and keep in
force the following insurance:

     (a)   commercial general liability insurance relating to Tenant's business
           (carried on, in or from the Premises) and Tenant's use and occupancy,
           for personal and bodily injury and death, and damage to others'
           property, with limits of not less than the Liability Insurance Amount
           for any one accident or occurrence; and

     (b)   all risk or fire insurance (including standard extended endorsement
           perils, leakage from fire protective devices and other water damage)
           relating to Tenant's fixtures, furnishings, equipment, documents,
           files, work products, inventory, stock-in-trade and all leasehold
           improvements in the Premises on a full replacement cost basis in
           amounts sufficient to prevent Tenant from becoming a co-insurer and
           subject only to such deductibles and exclusions as Landlord may
           reasonably approve.

Landlord and the holder of any Encumbrance will be named as an additional
insureds in the policy described in Section 11.2(a), which will include cross
liability and severability of interests clauses and will be on an "occurrence"
(and not a "claims made") form. Landlord and the holder of any Encumbrance will
be named as a loss payee, as its interest may appear, in the policies described
in Sections 11.2(b) and (c), and such policies will permit the release of
Landlord and the holder of any Encumbrance from certain liability under Section
13.2. Tenant's insurance policies will otherwise be upon such terms and
conditions as Landlord from time to time reasonably requires. Tenant will file
with Landlord, on or before the Commencement Date and at least 10 days before
the expiration date of expiring policies, such copies of either current policies
or certificates, or other proofs, as may be reasonably required to establish
Tenant's insurance coverage in effect from time to time and payment of premiums.
If Tenant fails to insure or pay premiums, or to file satisfactory
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<PAGE>   30

proof as required, Landlord may, upon a minimum of one (1) business day's
written notice, effect such insurance and recover from Tenant on demand any
premiums paid.

     Tenant shall have the right to self-insure against those liabilities and
casualties which would otherwise be covered by insurance required under this
Lease, provided that the terms and conditions hereof are satisfied.
Additionally, Tenant shall have the right to provide the insurance coverage
required hereunder under blanket policies of insurance in a form that provides
specific endorsement coverage not less than that which is required hereunder for
the particular property or interest referred to herein. As a condition precedent
to Tenant providing self-insurance, Tenant must satisfy all the following
conditions:

    (i) Tenant must have adequate net worth (Landlord acknowledging that a net
  worth of $500,000,000 or more shall be deemed adequate), resources and
  liquidity, must provide adequate reserves and must have a claims paying
  ability comparable to the claims paying ability of an insurance company that a
  prudent tenant of a class A office buildings in the Stamford, Connecticut,
  area would select.

    (ii) The coverages provided by such plan of self-insurance must be
  equivalent to the coverages required to be provided by Tenant under this Lease
  and shall contain all the terms and conditions applicable to such insurance as
  required in this Section 11 including, without limitation, a full waiver of
  subrogation.

    (iii) Tenant must have corporate authority to provide such plan of
  self-insurance and must satisfy all governmental requirements for providing
  such plan of self-insurance.

Notwithstanding the foregoing, in no event shall Tenant's plan of self-insurance
for the liability coverage required under Section 11.2(a) exceed $1,000,000, and
Tenant shall maintain liability insurance from third party providers with limits
of not less than the Liability Insurance Amount above such $1,000,000.

12. DAMAGE OR DESTRUCTION.

     12.1 Termination Options.  If the Premises or the Building are damaged by
fire or other casualty Landlord will, promptly after learning of such damage,
notify Tenant in writing of the time necessary to repair or restore such damage,
as estimated by Landlord's architect, engineer or contractor. Landlord will
endeavor to provide such notice to Tenant within sixty (60) days after such
damage. If such estimate states that repair or restoration of all of such damage
that was caused to the Premises or to any other portion of the Building or the
Complex necessary for Tenant's occupancy cannot be completed within 180 days
(not including any Force Majeure delays) from the date of such damage (or within
30 days from the date of such damage if such damage occurred within the last 12
months of the Term), then Tenant will have the option to terminate this Lease.
If such estimate states that repair or restoration of all such damage that was
caused to the Building cannot be completed within 180 days from the date of such
damage, or if such damage occurred within the last 12 months of the Term and
such estimate states that repair or restoration of all such damage that was
caused to the Premises or to any other portion of the Building necessary for
Tenant's occupancy cannot be completed within 30 days from the date of such
damage, or if such damage is not insured against by the insurance policies
required to be maintained by Landlord according to Section 11.1, then Landlord
will have the option to terminate this Lease. Any option to terminate granted
above must be exercised by written notice to the other party given within
fifteen 15 days after Landlord delivers to Tenant the notice of estimated repair
time. If either party exercises its option to terminate this Lease, the Term
will expire and this Lease will terminate thirty (30) days after notice of
termination is delivered and Tenant will vacate and deliver possession of the
Premises to Landlord in accordance with Section 3.4 within said thirty (30) day
period; provided, however, that Rent for the period commencing on the date of
such damage until the date this Lease terminates will be reduced to the
reasonable value of any use or occupation of the Premises by Tenant during such
period and Landlord will be entitled to all proceeds of the insurance policy
described in Section 11.2(b) applicable to any damaged leasehold improvements in
the Premises.

     12.2 Repair Obligations.  If the Premises or the Building are damaged by
fire or other casualty and neither party terminates this Lease according to
Section 12.1, then Landlord will repair and restore such damage with reasonable
promptness, subject to delays for insurance adjustments and delays caused by
matters beyond Landlord's control. Landlord will have no liability to Tenant and
Tenant will not be entitled to

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<PAGE>   31

terminate this Lease if such repairs and restoration are not in fact completed
within the estimated time period, provided that Landlord promptly commences and
diligently pursues such repairs and restoration to completion. Notwithstanding
the foregoing, in the event that, for any reason, all damage required to be
restored by Landlord is not restored within two hundred and seventy (270) days
following the damage or destruction (or ninety (90) days plus the period of time
initially estimated for repair or restoration if such initial estimate was for
more than one hundred eighty (180) days), subject to Force Majeure delays in any
event, Tenant shall have the right, exercised by written notice given to
Landlord within (5) days after the end of such period, to terminate this Lease
by written notice given to Landlord.

     In no event will Landlord be obligated to repair, restore or replace any of
the property required to be insured by Tenant according to Section 11.2; Tenant
agrees to repair, restore or replace such property as soon as possible after the
date of damage, to at least the condition existing prior to its damage, using
materials at least equal to Building standard. However, in connection with its
repair and restoration of such damage, Landlord may, at its option, elect to
repair and restore the damage, if any, caused to any or all of the leasehold
improvements required to be insured by Tenant according to Section 11.2(b). If
Landlord makes such election, Landlord will be entitled to all proceeds of the
insurance policy described in Section 11.2(b) applicable to the leasehold
improvements Landlord so elects to repair or restore.

     12.3 Rent Abatement.  If any fire or casualty damage renders the Premises
or any portion thereof unusable by Tenant for the conduct of Tenant's business
and Tenant in fact does not use the Premises or applicable portion thereof for
the conduct of its business ("untenantable") and if this Lease is not terminated
according to Section 12.1, then Rent will abate beginning on the date of such
damage. Such abatement will end on the earlier of (a) sixty (60) days after the
date Landlord has substantially completed the repairs and restoration Landlord
is required to perform according to Section 12.2 and (b) the date Tenant first
reoccupies the Premises or applicable portion therefor for the conduct of
business. Such abatement will be in an amount bearing the same ratio to the
total amount of Rent for such period as the untenantable portion of the Premises
bears to the entire Premises. In no event will Landlord be liable for any
inconvenience or annoyance to Tenant or injury to the business of Tenant
resulting in any way from damage caused by fire or other casualty or the repair
of such damage, provided however that, to the extent Tenant remains in
possession of a portion of the Premises, Landlord will take all reasonable steps
to minimize the disruption to Tenant's business and use of such portion of the
Premises during the period of repair.

13. WAIVERS AND INDEMNITIES.

     13.1 Landlord's Waivers.  As used in this Section 13, a party's
"Affiliates" means that party's parent, subsidiary and affiliated corporations
and its and their partners, ventures, directors, officers, shareholders, agents,
servants and employees. Tenant and its Affiliates will not be liable or in any
way responsible to Landlord for, and Landlord waives all claims against Tenant
and its Affiliates for, any loss, injury or damage that is insured or required
to be insured by Landlord under Sections 11.1(b), (c) or (d), so long as such
loss, injury or damage results from or in connection with this Lease or Tenant's
use and occupancy of the Premises. Landlord's waivers under this Section 11.1
will survive the expiration or early termination of the Term.

     13.2 Tenant's Waivers.  Except to the extent caused by the willful or
negligent act or omission or breach of this Lease by Landlord or anyone for whom
Landlord is legally responsible, Landlord, its Affiliates and the holder of any
Encumbrance will not be liable or in any way responsible for, and Tenant waives
all claims against Landlord, its Affiliates and the holder of any Encumbrance
for any loss, injury or damage suffered by Tenant or others (to the extent not
prohibited by applicable laws) relating to (a) loss or theft of, or damage to,
property of Tenant or others (to the extent not prohibited by applicable laws);
(b) injury or damage to persons or property resulting from fire, explosion,
falling plaster, escaping steam or gas, electricity, water, rain or snow, or
leaks from any part of the Building or from any pipers, appliances or plumbing,
or from dampness; or (c) damage caused by other tenants, occupants or persons in
the Premises or other premises in the Building, or caused by the public or by
construction of any private or public work. Landlord, its Affiliates and the
holder of any Encumbrance will not be liable or in any way responsible to Tenant
for, and Tenant waives all claims against Landlord, its Affiliates and the
holder of any Encumbrance for, any loss,
                                        20
<PAGE>   32

injury or damage that is insured or required to be insured by Tenant under
Sections 11.2(b) or (c), so long as such loss, injury or damage results from or
in connection with this Lease or Landlord's operation of the Building. Tenant's
waivers under this Section 13.2 will survive the expiration or early termination
of the Term.

     13.3 Landlord's Indemnity.  Subject to Sections 7.4 and 13.2 and except to
the extent caused by the willful or negligent act or omission or breach of this
Lease by Tenant or anyone for whom Tenant is legally responsible, Landlord will
indemnify and hold Tenant harmless from and against any and all liability, loss,
claims, demand, damages or expenses including reasonable attorneys' fees due to
or arising out of any acts or occurrence on or about the Common Areas
(including, without limitation, accidents or occurrences resulting in injury,
death, property damage or theft) or any willful or negligent act or omission or
breach of this Lease by Landlord or anyone for whom Landlord is legally
responsible. Landlord's obligations under this Section 13.3 will survive the
expiration or early termination of the Term.

     13.4 Tenant's Indemnity.  Subject to Section 13.1 and except to the extent
caused by the willful or negligent act or omission or breach of this Lease by
Landlord or anyone for whom Landlord is legally responsible, Tenant will
indemnify and hold Landlord and the holder of any Encumbrance harmless from and
against any and all liability, loss, claims, demands, damages or expenses
(including reasonable attorneys' fees) due to or arising out of any accident or
occurrence on or about the Premises (including, without limitation, accidents or
occurrences resulting in injury, death, property damage or theft) or any willful
or negligent act or omission of or breach of this Lease by Tenant or anyone for
whom Tenant is legally responsible. Tenant's obligations under this Section 13.4
will survive the expiration or early termination of the Term.

14. CONDEMNATION.

     14.1 Full Taking.  If all or substantially all of the Building or Premises
are taken for any public or quasi-public use under any applicable Laws or by
right of eminent domain, or are sold to the condemning authority in lieu of
condemnation, then this Lease will terminate as of the date the earlier of when
the condemning authority takes physical possession of or title to the Building
or Premises.

     14.2 Partial Taking.

     (a)  Landlord's Termination of Lease.  If only part of the Building or
          Premises is thus taken or sold, and if after such partial taking, in
          Landlord's reasonable judgment, alteration or reconstruction is not
          economically justified, then Landlord (whether or not the Premises are
          affected) may terminate this Lease by giving written notice to Tenant
          within 60 days after the taking.

     (b)  Tenant's Termination.  If over 20% of the Premises is thus taken or
          sold and Landlord is unable to provide Tenant with comparable
          replacement premises in the Building, Tenant may terminate this Lease
          if in Tenant's reasonable judgment the Premises cannot be operated by
          Tenant in an economically viable fashion because of such partial
          taking. Such termination by Tenant must be exercised by written notice
          to Landlord given not later than 60 days after Tenant is notified of
          the taking of the Premises.

     (c)  Effective Date of Termination.  Termination by Landlord or Tenant will
          be effective as of the date when physical possession of the applicable
          portion of the Building or Premises is taken by condemning authority.

     (d)  Election to Continue Lease.  If neither Landlord nor Tenant elects to
          terminate this Lease upon a partial taking of a portion of the
          Premises, the Rent payable under this Lease will be diminished by an
          amount allocable to the portion of the Premises which was so taken or
          sold. If this Lease is not terminated upon a partial taking of the
          Building or Premises, Landlord will, at Landlord's sole expense,
          promptly restore and reconstruct the Building and Premises to
          substantially their former condition to the extent the same is
          feasible. However, Landlord will not be required to spend for such
          restoration or reconstruction an amount in excess of the net amount
          received by Landlord as compensation or damages for the part of the
          Building or Premises so taken.
                                        21
<PAGE>   33

     14.3 Awards.  As between the parties to this Lease, Landlord will be
entitled to receive, and Tenant assigns to Landlord, all of the compensation
awarded upon taking of any part or all of the Building or Premises, including
any award for the value of the unexpired Term. However, Tenant may assert a
claim in a separate proceeding against the condemning authority for any damages
resulting from the taking of Tenant's trade fixtures or personal property, or
for moving expenses, business relocation expenses or damages to Tenant's
business incurred as a result of such condemnation.

15. ASSIGNMENT AND SUBLETTING.

     15.1 Limitation.  Without Landlord's prior written consent, Tenant will not
assign all or any of its interest under this Lease, sublet all or any part of
the Premises or permit the Premises to be used by any parties other than Tenant
and its employees.

     15.2 Notice of Proposed Transfer; Landlord's Option.  If Tenant desires to
enter into any assignment of this Lease or a sublease of all or any part of the
Premises, Tenant will first give Landlord written notice of the proposed
assignment or sublease, which notice will contain the name and address of the
proposed transferee, the proposed use of the Premises, statements reflecting the
proposed transferee's current financial condition and income and expenses for
the past 2 years, and the principal terms of the proposed assignment or
sublease. Except in the case of any transfer permitted under Section 15.7,
Landlord will have the option, which must be exercised, if at all, by notice
given to Tenant within 10 days after Landlord's receipt of Tenant's notice of
the proposed transfer, either (i) if Tenant's notice relates to a subletting, to
sublet from Tenant such space as is described in the notice for such portion of
the Term as is described in the notice, upon the same terms and conditions and
for the same Rent (apportioned, as appropriate, to the amount of such space) as
provided in this Lease; or (ii) if such notice relates to an assignment, to
become Tenant's assignee.

     15.3 Consent Not to be Unreasonably Withheld.  If Landlord does not
exercise its applicable option under Section 15.2, then Landlord will not
unreasonably withhold its consent, Landlord agreeing that it will grant or
withhold its consent within ten (10) business days after receipt by Landlord of
the written notice and other documentation required under Section 15.2, to the
proposed assignment or subletting if each of the following conditions is
satisfied:

     (a)   the proposed transferee, in Landlord's reasonable opinion, has
           sufficient financial capacity and business experience to perform
           assignee's obligations under this Lease, with respect to an
           assignment, or subleasee's obligations under its sublease, with
           respect to a sublease; and

     (b)   the proposed transferee will make use of the Premises which in
           Landlord's reasonable opinion (i) is lawful, (ii) is consistent with
           the permitted use of the Premises under this Lease, (iii) is
           consistent with the general character of business carried on by
           tenants of a first-class office building, (iv) does not conflict with
           any exclusive rights or covenants not to compete in favor of any
           other tenant or proposed tenant of the Building, (v) will not
           increase the likelihood of damage or destruction to the Building,
           (vi) will not cause an increase in insurance premiums for insurance
           policies applicable to the Building, and (viii) will not require new
           tenant improvements incompatible with then existing Building systems
           and components; and

     (c)   the proposed transferee does not have a poor business reputation or
           reputation as being an undesirable tenant in a first class office
           building; and

     (d)   the proposed transferee, at the time of the proposed transfer, is
           neither a tenant in the Complex nor a party to whom Landlord has sent
           a written proposal or from whom Landlord has received a written
           proposal; and

     (e)   [intentionally deleted]

     (f)   at the time of the proposed transfer no "Default" (as defined in
           Section 20.1) exists under this Lease.

                                        22
<PAGE>   34

     15.4 Form of Transfer.  If Landlord consents to a proposed assignment of
sublease, Landlord's consent will not be effective unless and until Tenant
delivers to Landlord an original duly executed assignment or sublease, as the
case may be, that provides, in the case of a sublease, that the subtenant will
comply with all terms and conditions of this Lease to the extent applicable to
the sublease and subleased premises, and, in the case of an assignment, an
assumption by the assignee of all of the terms, covenants and conditions which
this Lease requires Tenant to perform.

     15.5 Payments to Landlord.  If Landlord does not exercise its applicable
option under Section 15.2 and Tenant effects an assignment or sublease, then
Landlord will be entitled to receive and collect, either from Tenant or directly
from the transferee, 50% of the amount by which the consideration required to be
paid by the transferee for the use and enjoyment of Tenant's rights under this
Lease (after deducting from such consideration Tenant's reasonable costs
incurred in effecting the assignment or sublease) exceeds the Rent payable by
Tenant to Landlord allocable to the transferred space. Such percentage of such
amount will be payable to Landlord at the time(s) Tenant receives the same from
its' transferee (whether in monthly installments, in a lump sum, or otherwise).

     15.6 Change of Ownership.  Any change by Tenant in the form of its legal
organization (such as, for example, a change from a general to a limited
partnership), any transfer of 51% or more of Tenant's assets, and any other
transfer of interest effecting a change in identity of persons exercising
effective control of Tenant will be deemed an "assignment" of this Lease
requiring Landlord's prior written consent. The transfer of any outstanding
capital stock of a corporation whose stock is publicly-traded will not, however,
be deemed a "transfer of interest" under this Section 15.6.

     15.7 Permitted Transfers.  Notwithstanding anything to the contrary
contained in this Section 15, neither (i) an assignment or subletting of all or
a portion of the Premises to an entity which is controlled by, controls or is
under common control with Tenant, or to a purchaser of all or substantially all
of the assets of Tenant or an entity which is controlled by, controls or is
under common control with Tenant, or the sale or transfer of the entire interest
in and to this Lease held by Tenant or of an entity which is controlled by,
controls or is under common control with Tenant, (ii) a transfer, by law or
otherwise, in connection with the merger, consolidation or other reorganization
of Tenant or of an entity which is controlled by, controls or is under common
control with Tenant, or (iii) the use or occupancy of portions of the Premises
by a party or parties in connection with the transaction of business with Tenant
or with an entity which is controlled by, controls or is under common control
with Tenant shall be deemed a transfer requiring Landlord's consent under this
Section 15 (such entities, purchasers and parties shall be referred to herein
collectively or individually as an "Affiliate"). In any event, Tenant shall
notify Landlord of any such assignment, sublease, action or use and no such
assignment, sublease, action or use shall release Tenant of any of its
obligations under this Lease, except as provided in Section 15.9 below.

     15.8 Effect of Transfers.  Except as hereinafter provided, no subletting or
assignment will release Tenant from any of its obligations under this Lease
unless Landlord agrees to the contrary in writing. Acceptance of Rent by
Landlord from any person other than Tenant will not be deemed a waiver by
Landlord of any provision of this Section 15. Consent to one assignment or
subletting will not be deemed a consent to any subsequent assignment or
subletting. In the event of any default by any assignee or subtenant or any
successor of Tenant in the performance of any Lease obligation, Landlord may
proceed directly against Tenant without exhausting remedies against such
assignee, subtenant or successor. The voluntary or other surrender of this Lease
by Tenant or the cancellation of this Lease by mutual agreement of Tenant and
Landlord will not work a merger and will, at Landlord's option, terminate all or
any subleases or operate as an assignment to Landlord of all or any subleases;
such option will be exercised by notice to Tenant and all known subtenants in
the Premises. If Landlord shall choose to take an assignment of a sublease then
the subtenant shall be bound to Landlord for the balance of the Term thereof and
shall attorn directly to Landlord under all of the executory terms of the
sublease except that Landlord shall not (a) be liable for any previous act,
omission or negligence or Tenant, (b) be subject to any counterclaim, defense or
offset not expressly provided for in the sublease and accruing against Tenant,
(c) be bound by any previous modification or amendment of the sublease made
without Landlord's consent or by any previous prepayment of more than one
month's Rent, or (d) be obligated to perform any repairs or other work beyond
Landlord's obligation
                                        23
<PAGE>   35

under this Lease. Each subtenant shall execute and deliver such instruments as
Landlord may reasonably request to evidence said attornment.

     15.9 Release of Tenant.  TIG Reinsurance Company ("TIG Re"), a wholly owned
subsidiary of Tenant, will be occupying the Premises. In the event TIG Re is
acquired, either by sale of assets or stock, and Tenant delivers documentation
to Landlord, in form and substance reasonably satisfactory to Landlord,
demonstrating that the acquiring entity then has a net worth, creditworthiness
and liquidity equal to or better than that of Tenant as of the Date, then Tenant
may assign this Lease to such acquiring entity and upon such assignment and
assumption by the acquiring entity of all obligations of Tenant under this
Lease, Landlord shall release the original Tenant from all obligations under
this Lease occurring from and after such assumption.

16. PERSONAL PROPERTY.

     16.1 Installation and Removal.  Tenant may install in the Premises its
personal property (including Tenant's usual trade fixtures) in a proper manner,
provided that no such installation will interfere with or damage the mechanical,
plumbing or electrical systems or the structure of the Building, and provided
further that if such installation would require any change, addition or
improvement to the Premises, such installation will be subject to Section 9.1.
Any such personal property installed in the Premises by Tenant (a) may be
removed form the Premises from time to time in the ordinary course of Tenant's
business or in the course of making any changes, additions or improvements to
the Premises permitted under Section 9.1, and (b) will be removed by Tenant at
the end of the Term according to Section 3.4. Tenant will promptly repair at its
expense any damage to the Building resulting from such installation or removal.
All Tenant's personal property, including without limitation, all articles of
personal property and all business and trade fixtures, machinery and equipment,
unattached cabinet work, furniture and movable partition and unattached door
systems owned by Tenant or installed by Tenant in the Premises and inventory
shall be and remain the property of Tenant and may be removed by Tenant at any
time during the Term of the Lease, provided that Tenant promptly repairs at
Tenant's expense any damage to the Premises or the Building caused by such
removal.

     16.2 Responsibility.  Tenant will be solely responsible for all costs and
expenses related to personal property used or stored in the Premises. Tenant
will pay any taxes or other governmental impositions levied upon or assessed
against such personal property, or upon Tenant for the ownership or use of such
personal property, on or before the due date for payment. Such personal property
taxes or impositions are not included in Taxes.

     16.3 [INTENTIONALLY DELETED]

17. ESTOPPEL CERTIFICATES.

     17.1 Tenant Estoppel.  Promptly upon Landlord's request after Tenant has
occupied the Premises, Tenant will execute and deliver to Landlord an Occupancy
Estoppel Certificate in the form of Exhibit C. In addition, Tenant agrees that
at any time and from time to time (but on not less than 15 days' prior written
request by Landlord and not more than 3 times in any twelve (12) month period),
Tenant will execute, acknowledge and deliver to Landlord a certificate
indicating any or all of the following: (a) the Commencement Date and Expiration
Date; (b) that this Lease is unmodified and in full force and effect (or, if
there have been modifications, that this Lease is in full force and effect, as
modified, and stating the date and nature of each modification); (c) the date,
if any, through which Base Rent, Additional Rent and any other Rent payable have
been paid; (d) that no default by Landlord, to Tenant's actual knowledge, or
Tenant exists which has not been cured, except as to defaults stated in such
certificate; (f) provided such events have occurred, that Tenant has accepted
the Premises and that all improvements required to be made to the Premises by
Landlord have been completed according to this Lease; (g) that, except as
specifically stated in such certificate, Tenant, and only Tenant, currently
occupies the Premises; and (h) such other matters as may be reasonably requested
by Landlord. Any such certificate may be relied upon by Landlord and any
prospective purchaser or present or prospective mortgagee, deed of trust
beneficiary or ground lessor of all or a portion of the Building.

                                        24
<PAGE>   36

     17.2 Landlord Estoppel.  Upon request by Tenant, but in no event more than
3 times in any 12 month period, Landlord hereby agrees to provide to Tenant an
estoppel certificate signed by Landlord, containing the same types of
information, and within the same period of time, as set forth above, with such
changes as are reasonably necessary to reflect that the estoppel certificate is
being granted and signed by Landlord to Tenant, rather than from Tenant to
Landlord or a lender.

18. TRANSFER OF LANDLORD'S INTEREST.

     18.1 Sale, Conveyance and Assignment.  Nothing in this Lease will restrict
Landlord's right to sell, convey, assign or otherwise deal with the Building or
Landlord's interest in the Complex under this Lease.

     18.2 Effect of Sale, Conveyance or Assignment.  A sale, conveyance or
assignment of the Building will release Landlord from liability under this Lease
from and after the effective date of the transfer, except for any liability
relating to the period prior to such effective date and Tenant will look solely
to Landlord's transferee for performance of Landlord's obligations relating to
the period after such effective date, provided, however, that the transferee
assumes Landlord's obligations relating to the period after such effective date.
This Lease will not be affected by any such sale, conveyance or assignment and
Tenant will attorn to Landlord's transferee.

     18.3 Subordination and Nondisturbance.  This Lease is and will be subject
and subordinate in all respects to any ground lease, mortgage or deed of trust
now or later encumbering the Building, and to all their renewals, modifications,
supplements, consolidations and replacements (an "Encumbrance"); provided,
however, that with respect to any ground lease, mortgage or deed of trust
encumbering the Building entered into after the Date, such subordination shall
not be effective unless and until the lessor under such ground lease or holder
of such mortgage or deed of trust agrees (either in the applicable Encumbrance
or in a separate agreement with Tenant) that so long as Tenant is not in default
of its obligations under this Lease, this Lease will not be terminated and
Tenant's possession of the Premises will not be disturbed by the termination or
foreclosure, or proceedings for enforcement, of such Encumbrance. Tenant agrees,
upon request by and without cost to Landlord or any successor in interest, to
promptly execute and deliver to Landlord or the holder of an Encumbrance such
instrument(s) as may be reasonably required to evidence such subordination. In
the alternative, however, the holder of an Encumbrance may unilaterally elect to
subordinate such Encumbrance to this Lease.

     18.4 Attornment.  If the interest of Landlord is transferred to any person
(a "Successor Landlord") by reason of the termination or foreclosure, or
proceedings for enforcement, of an Encumbrance, or by delivery of a deed in lieu
of such foreclosure or proceedings, Tenant will immediately and automatically
attorn to the Successor Landlord. Upon attornment this Lease will continue in
full force and effect as a direct lease between the Successor Landlord and
Tenant, upon all of the same terms, conditions and covenants as stated in this
Lease except that a Successor Landlord shall not be (a) liable for any previous
act or omission or negligence of Landlord under this Lease; provided, however,
that the foregoing shall not relieve the Successor Landlord from any on-going
maintenance or repair obligations under this Lease, but the Successor Landlord
shall not be liable for any damages caused by any failure of the predecessor
Landlord to satisfy its repair and maintenance obligations under this Lease, (b)
subject to any counterclaim defense or offset not expressly provided for in this
Lease and asserted with reasonable promptness, which therefore shall have
accrued to Tenant against Landlord, (c) bound by an previous modification or
amendment of this Lease or by any previous prepayment of more than one month's
rent, unless such modification or prepayment shall have been approved in writing
by the holder of any Encumbrance through or by reason of which the Successor
Landlord shall have succeeded to the rights of Landlord under this Lease or (d)
obligated to perform any repairs or other work beyond Landlord's obligations
under this Lease. Tenant agrees, upon request by and without cost to the
Successor Landlord, to promptly execute and deliver to the Successor Landlord
such instrument(s) as may be reasonably required to evidence such attornment.

19. RULES AND REGULATIONS.  Tenant agrees to faithfully observe and comply with
    the Rules and Regulations set forth in Exhibit D and with all reasonable
    modifications and additions to such Rules and Regulations (which will be
    applicable to all Building tenants) from time to time adopted by Landlord
                                        25
<PAGE>   37

     and of which Tenant is notified in writing. Notwithstanding the foregoing,
     in the event of any conflict between the terms and conditions of this Lease
     and the terms and conditions of the Rules and Regulations, the terms and
     conditions of this Lease shall control and no modification or addition to
     the Rules and Regulations will contradict or abrogate any right expressly
     granted to Tenant under this Lease. Landlord's enforcement of the Rules and
     Regulations will be uniform and nondiscriminatory and Landlord agrees to
     use commercially reasonable efforts to enforce the Rules and Regulations,
     but Landlord will not be responsible to Tenant for failure of any person to
     comply with the Rules and Regulations.

20. TENANT'S DEFAULT AND LANDLORD'S REMEDIES.

     20.1 Default.  This Lease and the Term and estate hereby granted are
subject to the following limitations which will each constitute a material
breach by Tenant and a "Default" under this Lease:

     (a)  Failure to Pay Rent.  Tenant fails to pay Base Rent, Additional Rent
          or any other Rent payable by Tenant under the terms of this Lease when
          due, and such failure continues for 7 days after written notice from
          Landlord to Tenant of such failure; provided that with respect to Base
          Rent and Additional Rent, Tenant will be entitled to only 3 notices of
          such failure during any twelve (12) consecutive month period and if,
          after 3 such notices are given in any twelve (12) consecutive month
          period, Tenant fails, during such twelve (12) consecutive month
          period, to pay any such amounts when due, such failure will constitute
          a Default without further notice by Landlord or additional cure
          period.

     (b)  Failure to Perform Other Obligations.  Tenant breaches or fails to
          comply with any other provision of this Lease applicable to Tenant,
          and such breach or noncompliance continues for a period of 20 days
          after written notice by Landlord to Tenant; or, if such breach or
          noncompliance cannot be reasonably cured within such 20-day period,
          Tenant does not in good faith commence to cure such breach or
          noncompliance within such 20-day period or does not diligently
          complete such cure as soon as possible, but no later than 90 days
          after such notice from Landlord. However, if such breach or
          noncompliance causes or results in (i) a dangerous condition on the
          Premises or the Building, (ii) any insurance coverage carried by
          Landlord or Tenant with respect to the Premises or Building being
          jeopardized, or (iii) a material disturbance to another tenant, then a
          Default will exist if such breach or noncompliance is not cured as
          soon as reasonably possible after notice by Landlord to Tenant, and in
          any event is not cured within 30 days after such notice. For purposes
          of this Section 20.1(b), financial inability will not be deemed a
          reasonable ground for failure to immediately cure any breach of, or
          failure to comply with, the provisions of this Lease.

     (c)  [INTENTIONALLY DELETED].

     (d)  Transfer of Interest without Consent.  Tenant's interest under this
          Lease or in the Premises is transferred or passes to, or devolves
          upon, any other party in violation of Section 15, and in the case of
          an inadvertent breach, but not a willful breach, Tenant does not cure
          such breach within fifteen (15) days after written notice from
          Landlord.

     (e)  Execution and Attachment Against Tenant.  Tenant's interest under this
          Lease or in the Premises is taken upon execution or by other process
          of law directed against Tenant, or is subject to any attachment by any
          creditor or claimant against Tenant and such attachment is not
          discharged or disposed of within 20 days after levy.

     (f)  Bankruptcy or Related Proceedings.  Tenant files a petition in
          bankruptcy or insolvency, or reorganization or arrangement under any
          bankruptcy or insolvency Laws, or voluntarily takes advantage of any
          such Laws by answer or otherwise, or dissolves or makes an assignment
          for the benefit of creditors, or involuntary proceedings under any
          such Laws or for the dissolution of Tenant are instituted against
          Tenant, or a receiver or trustee is appointed for the Premises or for
          all or substantially all of Tenant's property, and such proceedings
          are not dismissed or such receivership or trusteeship vacated within
          60 days after such institution or appointment.

                                        26
<PAGE>   38

     20.2 Remedies.  If any Default occurs, Landlord will have the right, at
Landlord's election, then or at any later time, to exercise any one or more of
the remedies described below. Exercise of any of such remedies will not prevent
the concurrent or subsequent exercise of any other remedy provided for in this
Lease or otherwise available to Landlord at law or in equity.

     (a)  Cure by Landlord.  Landlord may, at Landlord's option but without
          obligation to do so, and without releasing Tenant from any obligations
          under this Lease, make any payment or take any action as Landlord
          deems necessary or desirable to cure any Default in such manner and to
          the extent as Landlord deems necessary or desirable. Landlord may do
          so without additional demand on, or additional written notice to,
          Tenant and without giving Tenant an additional opportunity to cure
          such Default. Tenant covenants and agrees to pay Landlord, upon
          demand, all advances, costs and expenses of Landlord in connection
          with making any such payment or taking any such action, including
          reasonable attorney's fees, together with interest at the rate
          described in Section 4.5, from the date of payment of any such
          advances, costs and expenses by Landlord.

     (b)  Termination of Lease and Damages.  Landlord may terminate this Lease,
          effective at such time as may be specified by written notice to
          Tenant, and demand (and, if such demand is refused, recover)
          possession of the Premises from Tenant. Tenant will remain liable to
          Landlord for damages in an amount equal to the Base Rent, Additional
          Rent and other Rent which would have been owing by Tenant for the
          balance of the Term had this Lease not been terminated, less the net
          proceeds, if any, of any reletting of the Premises by Landlord
          subsequent to such termination, after deducting all Landlord's
          expenses in connection with such recovery of possession or reletting.
          Landlord will be entitled to collect and receive such damages from
          Tenant on the days on which the Base Rent, Additional Rent and other
          Rent would have been payable if this Lease had not been terminated.
          Alternatively, at Landlord's option, Landlord will be entitled to
          recover from Tenant, as damages for loss of the bargain and not as a
          penalty, an aggregate sum equal to (i) all unpaid Base Rent,
          Additional Rent and other Rent for any period prior to the termination
          date of this Lease (including interest from the due date to the date
          of the award at the rate described in Section 4.5), plus any other sum
          of money and damages owed by Tenant to Landlord for events or actions
          occurring prior to the termination date; plus (ii) the present value
          at the time of termination (calculated at the rate commonly called the
          discount rate in effect at the Federal Reserve Bank of New York on the
          termination date) of the amount, if any, by which (A) the aggregate of
          the Base Rent, Additional Rent and all other Rent payable by Tenant
          under this Lease that would have accrued for the balance of the Term
          after termination (with respect to Additional Rent, such aggregate
          will be calculated by assuming that Expenses and Taxes for the Fiscal
          Year in which termination occurs and for each subsequent Fiscal Year
          remaining in the Term if this Lease had not been terminated will
          increase by 8% per year over the amount of Expenses and Taxes for the
          prior Fiscal Year), exceeds (B) the amount of such Base Rent,
          Additional Rent and other Rent which Landlord will receive for the
          remainder of the Term from any reletting of the Premises occurring
          prior to the date of the award, or if the Premises have not been relet
          prior to the date of the award, the amount, if any, of such Base Rent,
          Additional Rent and other Rent which could reasonably be recovered by
          reletting the Premises for the remainder of the Term at their rental
          value in either case taking into consideration loss of rent while
          finding a new tenant, tenant improvements and rent abatements
          necessary to secure a new tenant, leasing brokers' commissions and
          other costs which Landlord has incurred or might incur in leasing the
          Premises to a new tenant; plus (iii) interest on the amount described
          in (ii) above from the termination date to the date of the award at
          the rate described in Section 4.5.

     (c)  Repossession and Reletting.  Landlord may, with due process of law,
          re-enter and take possession of all or any part of the Premises,
          without additional demand or notice, and repossess the same and expel
          Tenant and any party claiming by, through or under Tenant, and remove
          the effects of both using such force for such purposes as may be
          necessary, without being liable for prosecution for such action or
          being deemed guilty of any manner of trespass, and without prejudice
          to any remedies for arrears of Rent or right to bring any proceeding
          for breach of covenants or

                                        27
<PAGE>   39

        conditions. No such reentry or taking possession of the Premises by
        Landlord will be construed as an election by Landlord to terminate this
        Lease unless a written notice of such intention is given to Tenant. No
        notice from Landlord or notice given under a forcible entry and detainer
        statute or similar Laws will constitute an election by Landlord to
        terminate this Lease unless such notice specifically so states. Landlord
        reserves the right, following any reentry or reletting, to exercise its
        right to terminate this Lease by giving Tenant such written notice, in
        which event the Lease will terminate as specified in such notice. After
        recovering possession of the Premises, Landlord shall use reasonable
        efforts to relet all or portions of the Premises for Tenant's account,
        for such term or terms and on such conditions and other terms as
        Landlord, in its reasonable discretion, determines. Landlord may make
        such repairs, alterations or improvements as Landlord considers
        appropriate to accomplish such reletting, and Tenant will reimburse
        Landlord upon demand for all costs and expenses, including attorneys'
        fees, which Landlord may incur in connection with such reletting.
        Landlord may collect and receive the rents for such reletting but
        Landlord will in no way be responsible or liable for any inability to
        collect any rent due upon such reletting. Regardless of Landlord's
        recovery of possession of the Premises, Tenant will continue to pay on
        the dates specified in this Lease, the Base Rent, Additional Rent and
        other Rent which would be payable if such repossession had not occurred,
        less a credit for the net amounts, if any, actually received by Landlord
        through any reletting of the Premises. Alternatively, at Landlord's
        option, Landlord will be entitled to recover from Tenant, as damages for
        loss of the bargain and not as a penalty, an aggregate sum equal to (i)
        all unpaid Base Rent, Additional Rent and other Rent for any period
        prior to the repossession date (including interest from the due date to
        the date of the award at the rate described in Section 4.5), plus (ii)
        the present value at the time of repossession (calculated at the rate
        commonly called the discount rate in effect at the Federal Reserve Bark
        of New York on the repossession date) of the amount, if any, by which
        (A) the aggregate of the Base Rent, Additional Rent and all other Rent
        payable by Tenant under this Lease that would have accrued for the
        balance of the Term after repossession (with respect to Additional Rent,
        such aggregate will be calculated by assuming that Expenses and Taxes
        for the Fiscal Year in which repossession occurs and for each subsequent
        Fiscal Year remaining in the Term if Landlord had not repossessed the
        Premises will increase by 8% per year over the amount of Expenses and
        Taxes for the prior Fiscal Year), exceeds (B) the amount of such Base
        Rent, Additional Rent and other Rent which Landlord will receive for the
        remainder of the Term from any reletting of the Premises occurring prior
        to the date of the award, or if the Premises have not been relet prior
        to the date of the award, the amount, if any, of such Base Rent,
        Additional Rent and other Rent which could reasonably be recovered by
        reletting the Premises for the remainder of the Term at the then-current
        fair rental value, in either case taking into consideration loss of rent
        while finding a new tenant, tenant improvement s and rent abatements
        necessary to secure a new tenant, leasing brokers' commissions and other
        costs which Landlord has incurred or might incur in leasing the Premises
        to a new tenant; plus (iii) interest on the amount described in (ii)
        above from the repossession date to the date of the award at the rate
        described in Section 4.5.

     (d)  Bankruptcy Relief.  Nothing contained in this Lease will limit or
          prejudice Landlord's right to prove and obtain as liquidated damages
          in any bankruptcy, insolvency, receivership, reorganization or
          dissolution proceeding, an amount equal to the maximum allowable by
          any Laws governing such proceeding in effect at the time when such
          damages are to be proved, whether or not such amount be greater, equal
          or less than the amounts recoverable, either as damages or Rent, under
          this Lease.

21. LANDLORD'S DEFAULT AND TENANT'S REMEDIES.

     21.1 Default.  If Tenant believes that Landlord has breached or failed to
comply with any provision of this Lease applicable to Landlord, Tenant will give
written notice to Landlord describing the alleged breach or noncompliance.
Landlord will not be deemed in default under this Lease if Landlord cures the
breach or noncompliance within 20 days after receipt of Tenant's notice or, if
the same cannot reasonably be cured within such 20-day period, if Landlord in
good faith commences to cure such breach or noncompliance
                                        28
<PAGE>   40

within such period and then diligently pursues the cure to completion. Tenant
will also send a copy of such notice to the holder of any Encumbrance of whom
Tenant has been notified in writing, and such holder will also have the right to
cure the breach or noncompliance within the period of time described above

     21.2 Remedies.  If Landlord breaches or fails to comply with any provision
of this Lease applicable to Landlord, and such breach or noncompliance is not
cured within the period of time described in Section 21.1, then Tenant may
exercise any right or remedy available to Tenant at law or in equity, except to
the extent expressly waived or limited by the terms of this Lease.

     21.3 Cure by Encumbrance Holder.  If any act or omission by Landlord shall
give Tenant the right, immediately or after the lapse of time, to cancel or
terminate this Lease or to claim a partial or total eviction, Tenant shall not
exercise any such right until (a) it shall have given written notice of such act
or omission to each holder of any Encumbrance and (b) a period of sixty (60)
days for remedying such act or omission shall have elapsed following the period
to which Landlord would be entitled under this Lease to effect such remedy,
provided such holder of an Encumbrance shall, with reasonable diligence, give
Tenant notice of its intention to remedy such act or omission and shall commence
and continue to act upon such intention.

22. [INTENTIONALLY DELETED]

23. BROKERS.  Landlord and Tenant represent and warrant that no broker or agent
    negotiated or was instrumental in negotiating or consummating this Lease
    except the Brokers. Neither party knows of any other real estate broker or
    agent who is or might be entitled to a commission or compensation in
    connection with this Lease. Landlord will pay all fees, commissions or other
    compensation payable to the Brokers to be paid by Landlord according to
    Section 1.1(q) and Tenant will pay all fees, commissions or other
    compensation payable to the Brokers to be paid by Tenant according to
    Section 1.1(q). Tenant and Landlord will indemnify and hold each other
    harmless from all damages paid or incurred by the other resulting from any
    claims asserted against either party by brokers or agents claiming through
    the other party. Landlord's obligation under this Section 23 will survive
    the expiration or early termination of the Term.

24. LIMITATIONS ON LANDLORD'S LIABILITY.  Any liability for damages, breach or
    nonperformance by Landlord, or arising out of the subject matter of, or the
    relationship created by, this Lease, will be collectible only out of
    Landlord's interest in the Building (which interest includes Landlord's
    interest in any rents, issues and profits, insurance and condemnation
    proceeds and any other income from the Building receivable by Landlord, but
    not including any of the foregoing received by Landlord and thereafter
    expended or otherwise distributed by Landlord, including any distribution to
    partners of Landlord or its or their shareholders) and no personal liability
    is assumed by, or will at any time be asserted against, Landlord, its parent
    and affiliated corporations, its and their partners, venturers, directors,
    officers, agents, servants and employees, or any of its or their successors
    or assigns; all such liability, if any, being expressly waived and released
    by Tenant. Landlord's review, supervision, commenting on or approval of any
    aspect of work to be done by or for Tenant (under Section 9, Exhibit B or
    otherwise) are solely for Landlord's protection and except as expressly
    provided, create no warranties or duties to Tenant or to third parties.

25. NOTICES.  All notices required or permitted under this Lease must be in
    writing and will only be deemed properly given and received (a) when
    actually given and received, if delivered in person to a party who
    acknowledges receipt in writing; or (b) one business day after deposit with
    a private courier or overnight delivery service, if such courier or service
    obtains a written acknowledgment of receipt; or (c) 2 business days after
    deposit in the United States mails, certified or registered mail with return
    receipt requested and postage prepaid. All such notices must be transmitted
    by one of the methods described above to the party to receive the notice at,
    in the case of notices to Landlord, both Landlord's Building Address and
    Landlord's General Address, and in the case of notices to Tenant, Tenant's
    Notice Address, or, in either case, at such other address(es) as either
    party may notify the other of according to

                                        29
<PAGE>   41

     this Section 25. Time shall be of the essence for the giving of all notices
     required or permitted under the provisions of this Lease.

26. MISCELLANEOUS.

     26.1 Binding Effect.  Each of the provisions of this Lease will extend to
bind or inure to the benefit of, as the case may be, Landlord and Tenant, and
their respective heirs, successors and assigns, provided this clause will not
permit any transfer by Tenant contrary to the provisions of Section 15.

     26.2 Complete Agreement; Modification.  All of the representations and
obligations of the parties are contained in this Lease and no modification,
waiver or amendment of this Lease or of any of its conditions or provisions will
be binding upon a party unless in writing signed by such party.

     26.3 Delivery for Examination.  Submission of the form of the Lease for
examination will not bind Landlord in any manner, and no obligations will arise
under this Lease until it is signed by both Landlord and Tenant and delivery is
made to each.

     26.4 No Air Rights.  This Lease does not grant any easements or rights for
light, air or view. Any diminution or blockage of light, air or view by any
structure or condition now or later erected will not affect this Lease or impose
any liability on Landlord.

     26.5 Enforcement Expenses.  Each party agrees to pay, upon demand, all of
the other party's costs, charges and expenses, including the fees and
out-of-pocket expenses of counsel, agents, and others retained, incurred in
successfully enforcing the other party's obligations under this Lease. All
obligations under this Section 26.5 will survive the expiration or early
termination of the Term.

     26.6 [intentionally deleted].

     26.7 Building Name.  Tenant will not, without Landlord's consent, use
Landlord's or the Building's name, or any facsimile or reproduction of the
Building, for any purpose; except that Tenant may use the Building's name in the
address of the business to be conducted by Tenant in the Premises. Landlord
reserves the right, upon reasonable prior notice to Tenant, to change the name
or address of the Complex or Building.

     26.8 Building Standard.  The phrase "Building standard" will, in all
instances, refer to the then-current standard described in Landlord's most
recently published schedule of Building standard or, if no such schedule has
been published, to the standard which commonly prevails in and for the entire
Building.

     26.9 No Waiver.  No waiver of any provision of this Lease will be implied
by any failure of either party to enforce any remedy upon the violation of such
provision, even if such violation is continued or repeated subsequently. No
express waiver will affect any provision other than the one specified in such
waiver, and that only for the time and in the manner specifically stated.

     26.10 Recording; Confidentiality.  Tenant will not record this Lease, or a
short form memorandum, without Landlord's written consent and any such recording
without Landlord's written consent will be a Default. Tenant agrees to keep the
Lease terms, provisions and conditions confidential and will not disclose them
to any other person without Landlord's prior written consent. However, Tenant
may disclose Lease terms, provisions and conditions to Tenant's accountants,
attorneys, managing employees and others in privity with Tenant, as reasonably
necessary for Tenant's business purposes, without such prior consent.

     26.11 Captions.  The captions of sections are for convenience only and will
not be deemed to limit, construe, affect or alter the meaning of such sections.

     26.12 Invoices.  All bills or invoices to be given by Landlord to Tenant
will be sent to Tenant's Invoice Address. Tenant may change Tenant's Invoice
Address by notice to Landlord given according to Section 25. Subject to Tenant's
audit rights under Section 4.7 above, if Tenant fails to give Landlord specific
written notice of its objections within 60 days after receipt of any bill or
invoice from Landlord, such bill or invoice will be deemed true and correct and
Tenant may not later question the validity of such bill or invoice or the
underlying information or computations used to determine the amount stated.

                                        30
<PAGE>   42

     26.13 Severability.  If any provision of this Lease is declared void or
unenforceable by a final judicial or administrative order, this Lease will
continue in full force and effect, except that the void or unenforceable
provision will be deemed deleted and replaced with a provision as similar in
terms to such void or unenforceable provision as may be possible and be valid
and enforceable.

     26.14 Jury Trial.  Landlord and Tenant waive trial by jury in any action,
proceeding or counterclaim brought by Landlord or Tenant against the other with
respect to any matter arising out of or in connection with this Lease, Tenant's
use and occupancy of the Premises, or the relationship of Landlord and Tenant.
However, such waiver of jury trial will not apply to any claims for personal
injury. If Landlord commences any summary or other proceeding for non-payment of
rent or recovery of possession of the Premises, Tenant shall not interpose any
counterclaim in any such proceeding, unless failure to raise same would
constitute a waiver.

     26.15 Authority to Bind.  The individuals signing this Lease on behalf of
Landlord and Tenant represent and warrant that they are empowered and duly
authorized to bind Landlord or Tenant, as the case may be, to this Lease
according to its terms.

     26.16 Only Landlord/Tenant Relationship.  Landlord and Tenant agree that
neither any provision of this Lease nor any act of the parties will be deemed to
create any relationship between Landlord and Tenant other than the relationship
of landlord and tenant.

     26.17 Covenants Independent.  The parties intend that this Lease be
construed as if the covenant between Landlord and Tenant are independent and
that the Rent will be payable without offset, reduction or abatement for any
cause except as otherwise specifically provided in this Lease.

     26.18 Governing Law.  This Lease will be governed by and construed
according to the laws of the State of Connecticut.

     26.19 Mortgagee's Approval.  This Lease is subject to the written approval
of Aetna Life Insurance Company, the holder of an existing Encumbrance against
the Building. Landlord agrees to promptly submit this Lease for, and to use
reasonable efforts to obtain, such approval. If such approval is not obtained
within 60 days after the Date, either Landlord or Tenant may terminate this
Lease by giving written notice of termination to the other party. Unless such
approval has then been obtained, this Lease will terminate upon the giving of
such notice.

     26.20 Parking.  Landlord has constructed a parking garage ("Garage") under
the Building and Complex. Subject to Force Majeure, at all times during the
Term, Landlord shall provide Tenant (for use by Tenant, its employees and
servants) with parking passes as set forth in Section 1.1(s) for entrance to the
Garage, at no additional charge, so as to permit Tenant to use non-designated,
self-park parking spaces in the Garage, subject to the terms and conditions of
the First Stamford Place Parking License incorporated by reference in this
Lease. In addition, Landlord shall provide to Tenant one (1) reserved parking
space on the ground level of the Garage, two (2) reserved parking spaces on
level B-1 of the Garage and (12) reserved parking spaces on level B-3 of the
Garage. Such reserved spaces, and the parking passes provided to Tenant
hereunder, are personal to Tenant and may not be separately assigned or
otherwise sold to third parties. Each user of the parking pass must register
with the Building's manager and sign a First Stamford Place Parking License.

     26.21 [INTENTIONALLY DELETED].

     26.22 Time is of the Essence.  Time is of the essence as to all time
periods set forth in this Lease.

     26.23 Signage.

     (a)   Tenant shall have the right to install, at its sole cost and expense,
           signage identifying Tenant, which signage shall be subject to the
           prior written approval of Landlord, which shall not be unreasonably
           withheld or delayed, as to the size, location, material and
           placement, in the elevator lobby of (i) the 7th floor of Building
           300, so long as Tenant is occupying all of the 7th floor of Building
           300 leased to Tenant under this Lease, (ii), after the Building 100
           Expansion Premises

                                        31
<PAGE>   43

        Commencement Date, the 5th floor of Building 100, so long as Tenant is
        occupying all of the 5th floor of Building 100 leased to Tenant under
        this Lease and (iii), after the 6th floor Building 300 Premises
        Commencement Date, the 6th floor of Building 300, so long as Tenant is
        occupying all of the 6th floor of Building 300 leased to Tenant under
        this Lease. In addition, on multi-tenant floors occupied by Tenant,
        Tenant shall have the right to install Building standard directional
        signage in or about the elevator lobby of such multi-tenant floor and
        Building standard identification signage on the entrance door to the
        Premises.

     (b)   Landlord agrees that so long as Tenant is not in Default hereunder,
           Landlord shall not grant to any other tenant of the Buildings any
           right to exterior signage identifying such other tenant without first
           offering to Tenant equivalent or better exterior signage rights.

     26.24 Building Directory.  So long as Landlord maintains a directory of
tenants for each Building, Tenant shall be entitled to ten (10) listings on the
directory for Building 100 and ten (10) listings on the directory for Building
300. Such listings shall identify Tenant and selected departments and officers
and employees of Tenant (or approved assignees, including Affiliates, in the
case of an assignment of this Lease) in Building standard graphics.

     26.25 Rooftop Telecommunications and Storage Space.  Landlord agrees that
upon the request of Tenant, Landlord shall make available to Tenant storage
space in the Complex and space on the top of the Buildings for
telecommunications equipment, to the extent available. Such rooftop
telecommunications space or storage space, or both, shall be made available to
Tenant by Landlord under then current Building standard terms of conditions,
including the then current Building standard rates, and Landlord and Tenant
shall execute a Building standard agreement for telecommunications space or
storage space, as applicable.

     26.26 Health Club.  Employees of Tenant shall have the right to memberships
in the health club facility in the Complex on the same basis and at the same
rates as are available to other occupants of the Complex, except, however,
certain occupants of the Complex are charged a higher rate for use of the health
club facility because their proportionate shares of Expenses does not include
the cost of maintaining and equipping the health club facility.

     26.27 Condominium Documents.  Landlord agrees not to amend the condominium
documents governing the Complex in any manner that would prohibit Tenant's
permitted use of the Premises or which would have a disproportionate or
discriminatory material economic impact on Tenant, without Tenant's prior
approval.

     26.28 Consequential Damages.  Notwithstanding anything contained in this
Lease to the contrary, in no event shall either Landlord or Tenant be liable to
the other party for any consequential damages relating to a breach of this
Lease.

     26.29 Tenant's Security.  Tenant may, at its own expense, install its own
security system ("Tenant's Security") in the Premises; provided, however, that
Tenant shall coordinate the installation and operation of Tenant's Security with
Landlord to assure that Tenant's securities is compatible with Landlord's
security systems and in such regard, upon the reasonable request of Landlord,
will provide plans and specifications and other information regarding the
installation and operation of Tenant's Security. Tenant shall be solely
responsible for the monitoring and operation of Tenant's Security system. Upon
expiration or earlier termination of this Lease, upon written request of
Landlord, Tenant shall remove Tenant's Security system and restore any damage
caused by such removal.

     26.30 Secured Areas.  The right of Landlord to enter the Premises shall not
include any area of the Premises used as vaults, safes or other enclosures where
money, securities or other valuables are kept, unless a representative of Tenant
is present, which representative Tenant agrees to have present at the Premises
upon reasonable notice from Landlord; provided, however, that in the event of an
emergency relating to protection of the Premises, Building or Complex, Landlord
shall have the right to enter any such area without such representative of
Tenant if a police officer or fire department representative is present at the
time of such entry. Accordingly, Landlord shall not be responsible for providing
any janitorial services to such portion of the Premises and Landlord shall not
be responsible for the safe keeping or security of any such portion of the
Premises.
                                        32
<PAGE>   44

27. OPTION TO EXTEND THE TERM.  Provided that Tenant is not in Default at the
    time of its exercise of this option, Tenant shall have the option, during
    the initial Term only, to extend the Term of the Lease ("Extension Option")
    for a five (5) year period only ("Extension Term") upon all of the following
    conditions:

     (a)   Tenant shall exercise this Extension Option by written notice to
           Landlord which must be received by Landlord no later than 5:00 p.m.
           on the date nine (9) months days prior to the Expiration Date; and

     (b)   Within thirty (30) days after the date of Tenant's notice Landlord
           shall compute the "Extension Rate" which shall be Market Rent as
           provided below and notify Tenant in writing of the resulting amount
           ("Determination Date"). All other terms of this Lease, except this
           Extension Option and any obligations of Landlord to provide
           allowances or leasehold improvements shall apply during the Extension
           Term.

     (c)   Time is of the essence of the Extension Option.

     This Extension Option applies only to an extension of the Lease for the
Extension Term only. Except for the above modifications, all other provisions
and conditions of the Lease shall apply in the Extension Term. This Extension
Option shall be void if Tenant fails to exercise it precisely according to each
and all of the conditions stated above, or if Tenant assigns the Lease or
sublets more than 15% of the Premises in the aggregate or otherwise transfers
all or part of its interest in the Lease or the Premises, except for such
permitted subletting of up to 15% of the Premises and except as allowed under
Section 15.7 of the Lease.

28. MARKET RENT.

     (a)   "Market Rent" for the Extension Term shall mean the market annual
           base and additional rental rate for the Premises, based on tenancies
           (for a term comparable to the time period in question) covering
           office space (not including, however, any sublease space, space
           subject to rights of first offer, rights of first refusal or other
           similar expansion rights or encumbrances, renewals or leases that are
           not at arms length) of comparable size and quality to the Premises in
           buildings comparable in age, amenities offered and layout and in
           comparable location in the downtown Central Business District of
           Stamford, Connecticut, including the Building and Complex, (and the
           rent for which such renewal tenancy was determined and commenced
           within twelve (12) months before the Determination Date) taking into
           account all pertinent factors, including but not limited to Tenant's
           creditworthiness, the involvement or non-involvement of a broker,
           that Tenant may not require an improvement allowance, rental
           abatement or other concessions, if any, typical to a new tenant and
           assuming Landlord and Tenant to be prudent persons willing to lease
           but being under no compulsion to do so.

     (b)   Landlord shall give written notice of its determination of Market
           Rent to Tenant within thirty (30) days after Landlord receives
           Tenant's notice that it is exercising the option to extend the Lease
           Term. If Landlord and Tenant have not agreed on Market Rent on or
           prior to a date one hundred twenty (120) days after the Determination
           Date, then each party shall appoint an arbitrator who shall be an
           independent, disinterested person knowledgeable in rental rates and
           lease transactions in the Building and other comparable buildings.
           The two arbitrators appointed shall appoint a third arbitrator within
           ten (10) days of the appointment of the last arbitrator. The three
           arbitrators shall meet and hear oral presentations by, and receive
           written materials from, Landlord and Tenant and their
           representatives. The arbitration shall be conducted according to the
           Commercial Arbitration Rules of the American Arbitration Association,
           or its successor. The three arbitrators shall select either
           Landlord's determination of Market Rent or Tenant's determination of
           Market Rent on or before the effective date for the Base and
           Additional Rent and such decision shall be controlling. The
           arbitrators shall not be permitted to select any determination of
           Market Rent other than either Landlord's or Tenant's. If the decision
           of the arbitrators regarding Market Rent shall not be made prior to
           the effective date for Base and Additional Rent, then Tenant shall
           pay Base and Additional Rent at the rate or rates in effect as of the
           end of the Initial Term or
                                        33
<PAGE>   45

        preceding Extended Term, subject to adjustments once the Base and
        Additional Rent is determined by the arbitrators.

     (c)   A determination of Market Rent by the arbitrators shall be binding on
           the parties and Base and Additional Rents shall be paid in accordance
           with this Lease.

     (d)   The parties shall equally share the costs of arbitration.

29. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT.  This Lease is subject to the
    Tenant obtaining a subordination, nondisturbance and attornment agreement in
    a form that is reasonably satisfactory to Tenant from the Aetna Life
    Insurance Company, the holder of an existing mortgage against the Building.
    Landlord agrees to use reasonable efforts to obtain, such agreement. If such
    agreement is not obtained within thirty (30) days after the Date, either
    Landlord or Tenant may terminate this Lease by giving written notice of
    termination to the other party. Unless such approval has then been obtained,
    this Lease will terminate upon the giving of such notice.

30. TERMINATION OF EXISTING LEASE.  Effective on the Date, the lease between
    Landlord and Tenant dated April 16, 1987, as amended (the "Existing Lease")
    shall terminate in its entirety and shall be null and void. Landlord and
    Tenant shall be fully and unconditionally released from any and all further
    obligations under the Existing Lease, provided, however, that Landlord and
    Tenant shall continue to be fully liable for all rents and other obligations
    which remain unpaid and unperformed and the provisions of the Existing Lease
    regarding final reconciliation and adjustment of Tenant's proportionate
    share of Building operating expenses and taxes shall survive such
    termination of the Existing Lease. Tenant shall perform all nonmonetary
    obligations capable of being performed under the Existing Lease on or before
    the Date of this Lease. Tenant shall pay to Landlord the full amount of
    unpaid rents and other charges under the Existing Lease where said amounts
    can be determined and/or invoiced prior to the Date.

31. 6TH FLOOR BUILDING 300 EXPANSION PREMISES EXPANSION OPTION.

     31.1 Time Warner Lease.  The 6th floor of Building 300 (the "6th Floor
Building 300 Premises") is currently occupied by Time Warner Cable, a division
of Time Warner Entertainment Company, L.P., a Delaware limited partnership
("Time Warner") pursuant to a lease dated September 2, 1988, as amended (the
"Time Warner Lease"). The Time Warner Lease is currently scheduled to expire on
April 30, 1999. Pursuant to the Time Warner Lease, Time Warner has an option to
extend the term of the Time Warner Lease. Time Warner is required to provide
notice of such extension at least twelve (12) months prior the expiration of the
Time Warner Lease. Landlord shall notify Tenant if Time Warner exercises its
extension option. The 6th Floor Building 300 Premises contains approximately
48,603 rentable square feet.

     31.2 Grant of Option.  Subject to the extension option of Time Warner,
provided that (a) Tenant is in occupancy of at least 75% of the Premises and (b)
this Lease is in full force and effect and Tenant is not in default hereunder
beyond any applicable grace period on the date this option is exercised or on
the 6th Floor Building 300 Premises Commencement Date (as defined below), Tenant
shall have the option (the "Expansion Option") to add the 6th Floor Building 300
Premises to the Premises under this Lease on the 6th Floor Building 300 Premises
Commencement Date pursuant to the terms and conditions of this Section 31.

     31.3 Exercise of Option.  The Expansion Option shall be exercised, if at
all, by Tenant giving notice to Landlord in writing on or before April 30, 1998,
and Tenant's failure duly to give such notice shall be deemed a waiver of such
right to lease the 6th Floor Building 300 Premises. Time shall be of the essence
in respect of the giving of such notice. Landlord shall deliver possession of
the 6th Floor Building 300 Premises to Tenant in accordance with Section 3.1
above after vacation of same by Time Warner. The date that is the earlier of (a)
sixty (60) days after such delivery of the 6th Floor Building 300 Premises to
Tenant and (b) the date Tenant first occupies the 5th Floor Building 300
Premises for the conduct of business, is herein referred to as the "6th Floor
Building 300 Premises Commencement Date".

                                        34
<PAGE>   46

     31.4 Acceptance of 6th Floor Building 300 Premises.  If Tenant shall
effectively exercise the Expansion Option, Tenant shall accept the 6th Floor
Building 300 Premises "as is" in the state and condition that it may be in on
the 6th Floor Building 300 Premises Commencement Date and Landlord shall have no
liability to Tenant by reason of such state and condition; except, however,
Landlord shall provide to Tenant a tenant improvement allowance equal to (i), if
Tenant exercises the Contraction Option (as hereinafter defined), $1,745.625
multiplied by the number of full calendar months between the 6th Floor Building
300 Premises Commencement Date and September 30, 2007 or (ii), if Tenant does
not exercise the Contraction Option, $10,125.625 multiplied by the number of
full calendar months between the 6th Floor Building 300 Premises Commencement
Date and September 30, 2007, which tenant improvement allowance shall be made
available to Tenant under the same terms and conditions as are set forth in the
Possession and Leasehold Improvements Agreement attached hereto as Exhibit B
with respect to the balance of the Premises; except further, however, that
Landlord shall use commercially reasonable efforts to pursue any rights or
remedies it may have against Time Warner under the Time Warner Lease with
respect to the condition of the 6th Floor Building 300 Premises. Landlord makes
no representations as to the condition of the 6th Floor Building 300 Premises or
as to any other thing or fact related thereto and Landlord shall have no
obligation to decorate, repair, alter, improve or otherwise prepare the 6th
Floor Building 300 Premises for Tenant's occupancy.

     31.5 Terms of Lease for 6th Floor Building 300 Premises.  If Tenant shall
effectively exercise the Expansion Option then, effective on and after the 6th
Floor Building 300 Premises Commencement Date, this Lease shall be deemed
amended as follows:

          (a) The 6th Floor Building 300 Premises shall be added to and form a
     part of the 6th Floor Building 300 Premises with the same force and effect
     as if originally demised under this Lease and the term "Premises" as used
     in this Lease shall include the 6th Floor Building 300 Premises;

          (b) the rentable area of the Premises shall be increased by the
     rentable area of the Premises and Tenant's Building 300 Share shall be
     increased by 15.940%, which is the percentage resulting from dividing the
     rentable square footage of the 6th Floor Building 300 Premises by the
     rentable square footage of Building 300; and

          (c) the Base Rent for the 6th Floor Building 300 Premises shall be

<TABLE>
<CAPTION>
                                                                                 ANNUAL BASE
                                                                    MONTHLY       RENT PER
    PERIOD                                                         BASE RENT     SQUARE FOOT
    ------                                                        -----------    -----------
    <S>                                                           <C>            <C>
    From the 6th Floor........................................    $ 81,005.00      $20.00
    Building 300 Expansion
    Premises Commencement Date to 9/30/02
    From 10/1/02 to the Expiration Date.......................    $105,306.50      $26.00
</TABLE>

     31.6 Amendment.  If Tenant has validly exercised the Expansion Option, then
within fifteen (15) days after request by either party hereto, Landlord and
Tenant shall enter into a written amendment to this Lease confirming the terms,
conditions and provisions applicable to the 6th Floor Building 300 Premises as
determined in accordance herewith.

32. CONTRACTION OPTION.

     32.1 Grant of Option.  Provided that (a) Tenant has validly exercised the
Expansion Option and (b) this Lease is in full force and effect and Tenant is
not in default hereunder beyond any applicable grace period on the date this
option is exercised or on the 6th Floor Building 300 Premises Commencement Date,
Tenant shall have the option (the "Contraction Option") to terminate this Lease
as to the Building 100 Expansion Premises only, effective as of a date (the
"Contraction Date") specified by Tenant in the Contraction Notice (as
hereinafter defined), provided that such date shall be no sooner than the 6th
Floor Building 300 Premises Commencement Date and no later than six (6) months
after the 6th Floor Building 300 Premises Commencement Date, pursuant to the
terms and conditions of this Section 32.

                                        35
<PAGE>   47

     32.2 Exercise of Option and Payment of Termination Fee.  The Contraction
Option shall be exercised, if at all, by Tenant giving notice (the "Contraction
Notice") to Landlord in writing on or before April 30, 1998, and simultaneously
paying to Landlord a contraction fee of Eight Hundred Four Thousand Four Hundred
Eighty Dollars ($804,480.00). Tenant's failure duly to give such notice or pay
such fee shall be deemed a waiver of such Contraction Option. Time shall be of
the essence in respect of the giving of such notice.

     32.3 Surrender of Contraction Premises.  If Tenant shall effectively
exercise the Contraction Option, the term of this Lease with respect to the
applicable portion of the Premises shall be cancelled and terminated and brought
to an end as of the 6th Floor Building 300 Premises Commencement Date with the
same force and effect as if the term of this Lease with respect to the
applicable portion of the Premises were in and by the provisions hereof fixed to
expire on the 6th Floor Building 300 Premises Commencement Date. Without
limiting the generality of the foregoing, Tenant shall surrender the Building
100 Expansion Premises to Landlord on or before the Contraction Date in
accordance with all the terms and conditions of this Lease. Additionally, if
Tenant shall effectively exercise the Contraction Option and surrender
possession of the Building 100 Expansion Premises to Landlord in accordance with
the terms and conditions hereof, then effective on the Contraction Date, the
rentable area of the Premises shall be decreased by the rentable area of the
Building 100 Expansion Premises and Tenant's Building 100 Share shall be
decreased to 0%.

     32.4 Amendment.  If Tenant has validly exercised the Contraction Option,
then within fifteen (15) days after request by either party hereto, Landlord and
Tenant shall enter into a written amendment to this Lease confirming the terms,
conditions and provisions applicable to such contraction as determined in
accordance herewith.

33. ASSIGNMENT AND SUBLETTING RIGHTS.  If Tenant validity exercises the
    Expansion Option, but does not exercise the Contraction Option, then the
    provisions of Section 15.3(d) above and the provisions of the last sentence
    of Section 15.2 permitting Landlord to recapture the subject portion of the
    Premises shall not be applicable to any sublease of all or any portion of
    the Building 100 Expansion Premises entered into during the eighteen (18)
    month period commencing on the 6th Floor Building 300 Premises Commencement
    Date.

34. 5TH FLOOR BUILDING 300 RIGHT OF FIRST OFFER.

     34.1 5th Floor Building 300 First Offer.  Provided (a) Tenant is then
occupying at least 85% of the Premises leased to Tenant under this Lease and (b)
this Lease is in full force and effect and Tenant is not in default hereunder
beyond any applicable grace period on the date this first offer is made to
Tenant or on the 5th Floor Building 300 First Offer Commencement Date (as
defined below), Landlord agrees that, with respect to the portion of the 5th
Floor of Building 300 depicted on Exhibit F attached hereto (the "5th Floor
Building 300 Offer Space"), before making any offer of the 5th Floor Building
300 Offer Space to anyone other than Tenant, Landlord will offer to Tenant the
right to include the 5th Floor Building 300 Offer Space within the Premises
(such offer being hereinafter referred to as the "5th Floor Building 300 First
Offer"). Notwithstanding anything contained herein to the contrary, Tenant
acknowledges and agrees that the rights of Tenant under this Section 34 are
subject and subordinate to the existing rights granted to North Castle Partners,
Inc., in and to the 5th Floor Building 300 Offer Space.

     34.2 Exercise of Right.  The 5th Floor Building 300 First Offer shall be
made, if at all, by Landlord notifying Tenant of the availability of the 5th
Floor Building 300 Offer Space prior to entering any binding agreement with any
third party in connection with the leasing thereof, which notice shall include
all of the material economic terms upon which Landlord proposes to lease the 5th
Floor Building 300 Offer Space to Tenant, including the estimated date upon
which possession of the 5th Floor Building 300 Offer Space will be delivered in
accordance with Section 3.1 above, any time period permitted Tenant after
delivery in which to construct tenant improvements, the term of lease (Landlord
agreeing that so long as the 5th Floor Building 300 First Offer Commencement
Date is contemplated to occur in the first five (5) years of the Term hereof,
the offered term for the 5th Floor Building 300 Offer Space shall be co-terminus
with the Term hereof and the Extension Option shall be applicable to the 5th
Floor Building 300 First Offer Space), the
                                        36
<PAGE>   48

base rent to be charged for the 5th Floor Building 300 Offer Space, rental
concessions, if any, charges for utilities, if any, and escalation charges, if
any. Within thirty (30) days of the giving by Landlord of such notice, Tenant
shall accept or reject the 5th Floor Building 300 First Offer and Tenant's
failure duly to respond shall be deemed a rejection of the First Offer. Time
shall be of the essence in respect of Tenant's response to the 5th Floor
Building 300 First Offer. Upon the acceptance by Tenant, if applicable, of the
5th Floor Building 300 First Offer and subject to delays caused by Tenant and
other delays beyond the control of Landlord, Landlord shall deliver possession
of the 5th Floor Building 300 Offer Space to Tenant in accordance with Section
3.1 above no earlier than the day set forth in Landlord's initial notice given
pursuant to this Section 34.2 and Landlord will give Tenant at least thirty (30)
days advance written notice of the date of delivery of the 5th Floor Building
300 Offer Space. The date that is earlier of (a) the date Tenant first occupies
the 5th Floor Building 300 First Offer Space for the conduct of business and (b)
the date that is the number of days following delivery of the 5th Floor Building
300 Offer Space to Tenant set forth in Landlord's notice for completion by
Tenant of tenant improvements, is herein referred to as the "5th Floor Building
300 First Offer Commencement Date."

     34.3 Acceptance of Premises.  If Tenant shall effectively accept the First
Offer, Tenant shall accept the Offer Space on the 5th Floor Building 300 First
Offer Commencement Date upon all of the terms and conditions of this Lease as if
the 5th Floor Building 300 Offer Space had been part of the Premises on the date
of this Lease, except as the same have been modified pursuant to Landlord's
initial notice given pursuant to Section 34.2, and except for such terms and
conditions, if any, as are clearly inapplicable or are clearly applicable only
to the Premises. As soon as practicable following the 5th Floor Building 300
First Offer Commencement Date, Landlord and Tenant shall execute and deliver an
agreement specifying the changes to this Lease required by Tenant's exercise of
the 5th Floor Building 300 First Offer.

     34.4 Failure to Exercise.  If Tenant fails to duly accept the 5th Floor
Building 300 First Offer, as provided in Section 34.2, Landlord shall be under
no further obligation to Tenant in respect of the 5th Floor Building 300 Offer
Space and Landlord shall be entitled to lease the 5th Floor Building 300 Offer
Space to others in whole or in part upon such terms and conditions as Landlord
from time to time, in its sole discretion, may desire. Notwithstanding the
foregoing, if Landlord does not enter into a Lease for the 5th Floor Building
300 Offer Space within twelve (12) months after the date Tenant waives its right
to accept the 5th Floor Building 300 First Offer on terms which are not
materially more advantageous to the tenant of such 5th Floor Building 300 First
Offer Space (Tenant acknowledging and agreeing that rental rates equal to 90% or
more of the rental rates set forth in Landlord's notice to Tenant shall not be
deemed material and Tenant acknowledging and agreeing that if the offered term
of lease for the 5th Floor Building 300 First Offer Space was co-terminus with
the Term hereof, Landlord shall not be required to make the lease to such
third-party tenant co-terminus with the Term hereof), then the 5th Floor
Building 300 Offer Space shall again become subject to Tenant's rights
hereunder. If Tenant so fails to duly accept the 5th Floor Building 300 First
Offer, Tenant shall confirm such fact in writing to Landlord as soon as is
practicable following the thirty (30) day period set forth in Section 34.2.

35. 5TH FLOOR BUILDING 100 RIGHT OF FIRST OFFER

     35.1 5th Floor Building 100 First Offer.  Provided (a) Tenant is then
occupying at least 85% the Premises leased to Tenant under this Lease and (b)
this Lease is in full force and effect and Tenant is not in default hereunder
beyond any applicable grace period on the date this first offer is made to
Tenant or on the 5th Floor Building 100 First Offer Commencement Date (as
defined below) and (c) Tenant has not exercised the Contraction Option, Landlord
agrees that, with respect to the portion of the 5th Floor of Building 100
depicted on Exhibit F attached hereto (the "5th Floor Building 100 Offer
Space"), before making any offer of the 5th Floor Building 100 Offer Space to
anyone other than Tenant, Landlord will offer to Tenant the right to include the
5th Floor Building 100 Offer Space within the Premises (such offer being
hereinafter referred to as the "5th Floor Building 100 First Offer").

     35.2 Exercise of Right.  The 5th Floor Building 100 First Offer shall be
made, if at all, by Landlord notifying Tenant of the availability of the 5th
Floor Building 100 Offer Space prior to entering any binding agreement with any
third party in connection with the leasing thereof, which notice shall include
all of the
                                        37
<PAGE>   49

material economic terms upon which Landlord proposes to lease the 5th Floor
Building 100 Offer Space to Tenant, including the estimated date upon which
possession of the 5th Floor Building 100 Offer Space will be delivered in
accordance with Section 3.1 above, any time period permitted Tenant after
delivery in which to construct tenant improvements, the term of lease (Landlord
agreeing that so long as the 5th Floor Building 100 First Offer Commencement
Date is contemplated to occur in the first five (5) years of the Term hereof,
the offered term for the 5th Floor Building 100 Offer Space shall be co-terminus
with the Term hereof and the Extension Option shall be applicable to the 5th
Floor Building 100 First Offer Space), the base rent to be charged for the 5th
Floor Building 100 Offer Space, rental concessions, if any, charges for
utilities, if any, and escalation charges, if any. Within thirty (30) days of
the giving by Landlord of such notice, Tenant shall accept or reject the 5th
Floor Building 100 First Offer and Tenant's failure duly to respond shall be
deemed a rejection of the First Offer. Time shall be of the essence in respect
of Tenant's response to the 5th Floor Building 100 First Offer. Upon the
acceptance by Tenant, if applicable, of the 5th Floor Building 100 First Offer
and subject to delays caused by Tenant and other delays beyond the control of
Landlord, Landlord shall deliver possession of the 5th Floor Building 100 Offer
Space to Tenant in accordance with Section 3.1 above no earlier than the day set
forth in Landlord's initial notice given pursuant to this Section 35.2 and
Landlord will give Tenant at least thirty (30) days advance written notice of
the date of delivery of the 5th Floor Building 100 Offer Space. The date that is
the earlier of (a) the date Tenant first occupies the 5th Floor Building 100
First Offer Space for the conduct of business and (b) the date that is the
number of days following delivery of the 5th Floor Building 100 Offer Space to
Tenant set forth in Landlord's notice for completion by Tenant of tenant
improvements is herein referred to as the "5th Floor Building 100 First Offer
Commencement Date".

     35.3 Acceptance of Premises.  If Tenant shall effectively accept the First
Offer, Tenant shall accept the Offer Space on the 5th Floor Building 100 First
Offer Commencement Date upon all of the terms and conditions of this Lease as if
the 5th Floor Building 100 Offer Space had been part of the Premises on the date
of this Lease, except as the same have been modified pursuant to Landlord's
initial notice given pursuant to Section 35.2, and except for such terms and
conditions, if any, as are clearly inapplicable or are clearly applicable only
to the Premises. As soon as practicable following the 5th Floor Building 100
First Offer Commencement Date, Landlord and Tenant shall execute and deliver an
agreement specifying the changes to this Lease required by Tenant's exercise of
the 5th Floor Building 100 First Offer.

     35.4 Failure to Exercise.  If Tenant fails to duly accept the 5th Floor
Building 100 First Offer, as provided in Section 35.2, Landlord shall be under
no further obligation to Tenant in respect of the 5th Floor Building 100 Offer
Space and Landlord shall be entitled to lease the 5th Floor Building 100 Offer
Space to others in whole or in part upon such terms and conditions as Landlord
from time to time, in its sole discretion, may desire. Notwithstanding the
foregoing, if Landlord does not enter into a Lease for the 5th Floor Building
100 Offer Space within twelve (12) months after the date Tenant waives its right
to accept the 5th Floor Building 100 First Offer on terms which are not
materially more advantageous to the tenant of such 5th Floor Building 100 First
Offer Space (Tenant acknowledging and agreeing that rental rates equal to 90% or
more of the rental rates set forth in Landlord's notice to Tenant shall not be
deemed material and Tenant acknowledging and agreeing that if the offered term
of lease for the 5th Floor Building 100 First Offer Space was co-terminus with
the Term hereof, Landlord shall not be required to make the lease to such
third-party tenant co-terminus with the Term hereof), then the 5th Floor
Building 100 Offer Space shall again become subject to Tenant's rights
hereunder. If Tenant so fails to duly accept the 5th Floor Building 100 First
Offer, Tenant shall confirm such fact in writing to Landlord as soon as is
practicable following the thirty (30) day period set forth in Section 35.2.

                                        38
<PAGE>   50

TENANT:

TIG INSURANCE COMPANY,
a California corporation

By: /s/  Steven A. Cook
    Name: Steven Cook
    Title: Senior Vice President

By: /s/  Edwin G. Pickett
    Name: Edwin G. Pickett
    Title: Executive Vice President
LANDLORD:

FIRST STAMFORD PLACE,
a Connecticut general partnership

By: Trizec Properties, Inc., a Delaware
    corporation, as authorized manager

By: /s/  Cynthia K. Yott
         Cynthia K. Yott
         Assistant Secretary

By: /s/  Antonio A. Bismonte
         Antonio A. Bismonte
         Vice President

                                        39
<PAGE>   51

<TABLE>
<S>                                        <C>  <C>
STATE OF TEXAS
                                                  SS:
COUNTY OF DALLAS
</TABLE>

     This Lease Agreement was acknowledged before me this 2 day of December,
1996, by Steven Cook as Senior Vice President and Edwin G. Pickett as Executive
Vice President TIG Insurance Company.

     WITNESS my hand and official seal.

                                            /s/ Lisa Pelley
                                            ------------------------------------
                                            Notary Public

                                            My commission expires: 9-13-99

<TABLE>
<S>                                        <C>  <C>
STATE OF MICHIGAN
                                                  SS:
COUNTY OF WAYNE
</TABLE>

     This Lease Agreement was acknowledged before me this 2nd day of December,
1996, by Cynthia K. Yott as Assistant Secretary of Trizec Properties Inc., as
Manager of First Stamford Place.

     WITNESS my hand and official seal.

                                            /s/ Carolyne Paldino
                                            ------------------------------------
                                            Notary Public

                                            My commission expires:

                                        40
<PAGE>   52

<TABLE>
<S>                                        <C>  <C>
STATE OF ILLINOIS
                                                  SS:
COUNTY OF COOK
</TABLE>

     This Lease Agreement was acknowledged before me this 4th day of December,
1996, by Antonio A. Bismonte, Vice President of Trizec Properties Inc., as
Manager of First Stamford Place.

     WITNESS my hand and official seal.

                                            /s/ Yvonne D. Navarro
                                            ------------------------------------
                                            Notary Public

                                            My commission expires: 3/30/98

                                        41
<PAGE>   53

                                INITIAL PREMISES
                             7TH FLOOR BUILDING 300

                                   EXHIBIT A

                               [GRAPHIC OMITTED]
<PAGE>   54

                   EXPANSION PREMISES 5TH FLOOR BUILDING 300

                                   EXHIBIT A

                               [GRAPHIC OMITTED]
<PAGE>   55

                FIRST 7TH FLOOR BUILDING 300 EXPANSION PREMISES

                                   EXHIBIT A

                               [GRAPHIC OMITTED]
<PAGE>   56

                SECOND 7TH FLOOR BUILDING 300 EXPANSION PREMISES

                                   EXHIBIT A

                               [GRAPHIC OMITTED]
<PAGE>   57

                        BUILDING 100 EXPANSION PREMISES

                                   EXHIBIT A

                               [GRAPHIC OMITTED]
<PAGE>   58

                                   EXHIBIT B

                POSSESSION AND LEASEHOLD IMPROVEMENTS AGREEMENT

     1. Conflicts; Terms.  If there is any conflict or inconsistency between the
provisions of the Lease and those of this Exhibit B ("Work Letter"), the
provisions of this Work Letter will control. This Work Letter is applicable to
the initial build out of each of the 5th Floor Building 300 Expansion Premises,
First 7th Floor Building 300 Expansion Premises, Building 100 Expansion Premises
and Second 7th Floor Building 300 Expansion Premises. Additionally, this Work
Letter is applicable to any renovation or additional build out of the Initial
Premises. Finally, if Tenant exercises the 6th Floor Building 300 Expansion
Premises option this Work Letter is applicable to the initial build out of the
6th Floor Building 300 Premises. Except for those terms expressly defined in the
Work Letter, all initially capitalized terms will have the meanings stated for
such terms in the Lease. The following terms, which are not defined in the
Lease, have the meanings indicated:

          (a) "Landlord's Representative" means Trizec Design and Construction
     Department.

          (b) "Tenant's Representative" means RBI Consultants, Inc.

          (c) "Tenant's Architect" means The Phillips Janson Group, or such
     other licensed or registered professional architect, designer or space
     planner as may be selected by Tenant and reasonably approved by Landlord.

          (d) "Tenant's Engineers" means such licensed or registered
     professional engineers as may be selected by Tenant and reasonably approved
     by Landlord.

          (e) "Tenant's Work" means all alterations, leasehold improvements and
     installations to be constructed or installed by Tenant in each applicable
     portion of the Premises according to this Work Letter.

          (f) "Allowance" means $25.00 per rentable square foot of the Premises
     (i.e., $2,331,000.00, which is $25.00 x 93,240) plus, (i) if Tenant
     exercises the 6th Floor Building 300 Premises Expansion Option and the
     Contraction Option, $1,745.625 multiplied by the number of full calendar
     months between the 6th Floor Building 300 Premises Commencement Date and
     September 30, 2007 or (ii) if Tenant exercises the 6th Floor Building 300
     Premises Expansion Option and does not exercise the Contraction Option,
     $10,125.625 multiplied by the number of full calendar months between the
     6th Floor Building 300 Premises Commencement Date and September 30, 2007.
     Tenant may allocate the Allowance to Tenant's Costs for any of the Initial
     Premises, 5th Floor Building 300 Expansion Premises, First 7th Floor
     Building 300 Expansion Premises, Building 100 Expansion Premises, Second
     7th Building 300 Expansion Premises and the 6th Floor Building 300
     Expansion Premises, when and as determined by Tenant, subject to the terms
     and conditions of this Work Letter.

          (g) "Preliminary Plans" means space plans and general specifications
     for each portion of Tenant's Work prepared by Tenant's Architect in such
     form (and on such scale in the case of plans and drawings) as Landlord may
     reasonably specify.

          (h) "Construction Documents" means complete construction plans and
     specifications for each portion of Tenant's Work prepared by Tenant's
     Architect and Tenant's Engineers in such form (and on such scale in the
     case of plans and drawings) as Landlord may reasonably specify and
     detailing all aspects of the applicable portion of Tenant's Work,
     including, without limitation, the location of libraries, safes and other
     heavy objects, stairwells, walls, doors, computer equipment, telephone and
     related equipment, and electrical, plumbing, heating, ventilation and air
     conditioning equipment (including equipment in excess of that required for
     normal use). Tenant's Engineers will perform all mechanical and electrical
     design work included in the Construction Documents.

          (i) "Tenant's Costs" means all costs required to be expended by Tenant
     under this Work Letter in connection with Tenant's Work, including, without
     limitation, the costs of: preparing the Preliminary Plans, Construction
     Documents and the as-built plans described in Paragraph 7 and obtaining all
     permits;
                                       B-1
<PAGE>   59

     performing Tenant's Work; obtaining all required electrical and telephone
     panels and/or meters. Tenant's Costs will not, however, include any costs
     incurred by Tenant for furniture or other personal property, for fixtures
     or equipment (unless such fixtures or equipment will constitute permanent
     additions to the Premises and are shown on the Construction Documents), or
     for moving to the Premises or portion thereof.

     2. Representatives.  Landlord appoints Landlord's Representative to act for
Landlord in all matters covered by this Work Letter. Tenant appoints Tenant's
Representative to act for Tenant in all matters covered by this Work Letter. All
inquiries, requests, instructions, authorizations and other communications with
respect to the matters covered by this Work Letter will be made to Landlord's
Representative or Tenant's Representative, as the case may be. Tenant will not
make any inquiries of or requests to, and will not give any instructions or
authorizations to, any other employee or agent of Landlord, including Landlord's
architect, engineers and contractors or any of their agents or employees, with
regard to matters covered by this Work Letter. Either party may change its
Representative under this Work Letter at any time by 3 days prior written notice
to the other party.

     3. Condition.  Tenant acknowledges and agrees that, as of the date of the
Lease, the Initial Premises are in good order and satisfactory condition. Tenant
will accept each other portion of the Premises upon Landlord's delivery in an
"as is" condition. No promise to alter, remodel or improve the Premises or
Building and no representations concerning the condition of the Premises or
Building have been made by Landlord to Tenant other than as may be expressly
stated in the Lease (including this Work Letter). All alterations, improvements
and additions made to the Premises according to this Work Letter will, without
compensation to Tenant, become Landlord's property upon installation and will
remain Landlord's property at the expiration or earlier termination of the Term.

     4. Landlord's Approval.  All Preliminary Plans and Construction Documents,
and any revisions to the same (whether in the form of a change order or
otherwise) are expressly subject to Landlord's prior written approval, which
approval should not be unreasonably withheld and which approval shall be given
or withheld by Landlord within five (5) business days after receipt of a request
from Tenant with respect to a change order and in the event Landlord does not
respond within said five (5) business days, Landlord shall be deemed to have
approved the requested change order. Landlord may withhold its approval of any
such items that require work which:

          (a) exceeds or adversely affects the capacity or integrity of the
     Building's structure or any of its heating, ventilating, air conditioning,
     plumbing, mechanical, electrical, communications or other systems;

          (b) is not approved by the holder of any Encumbrance;

          (c) would not be approved by a prudent owner of property similar to
     the Building;

          (d) violates any agreement which affects the Building or binds
     Landlord;

          (e) Landlord reasonably believes will materially increase the cost of
     operating or maintaining any of the Building's systems;

          (f) Landlord reasonably believes will materially reduce the market
     value of the Premises or the Building at the end of the Term;

          (g) does not conform to applicable building code or is not approved by
     any governmental authority having jurisdiction over the Premises;

          (h) does not meet or exceed Building standard; or

          (i) Landlord reasonably believes will infringe on the architectural or
     historical integrity of the Building.

     Notwithstanding the foregoing, change orders shall not require Landlord's
prior written approval provided such change orders (or the performance thereof)
do not (i) affect the mechanical, electrical, HVAC, life safety, or other
Building operating systems, (ii) affect the structural components of the
Building or

                                       B-2
<PAGE>   60

require penetration of the floor or ceiling of the Premises, (iii) involve the
use or disturbance of any Hazardous Substances or (iv) cost more than One
Hundred Thousand and No/100 Dollars ($100,000.00) in the aggregate for any
applicable portion of Tenant's Work and further provided that Tenant notifies
Landlord of all such change orders.

     5. Tenant's Plans.  Prior to commencing any of Tenant's Work within the
applicable portion of the Premises, Tenant, at its expense, will cause the
Preliminary Plans for such applicable portion to be prepared and submitted to
Landlord for its approval. Such submittal will include 1 sepia, 5 sets of
blueline prints and 3 sets of those specifications not shown on the drawings.
Landlord will respond to any submission of Preliminary Plans within ten (10)
business days after a submission requesting approval, and if Landlord does not
respond within such ten (10) business days, Landlord shall be deemed to have
approved such submission. If the submitted materials are not acceptable to
Landlord, Landlord will so notify Tenant by returning the sepia with required
changes noted. If Landlord so notifies Tenant of any required change to the
Preliminary Plans, Tenant will cause the same to be revised according to the
returned sepia and resubmitted to Landlord.

     After Landlord's approval of the Preliminary Plans, Tenant, at its expense,
will cause the Construction Documents to be prepared and submitted to Landlord
for its approval. Such submittal will include 1 sepia, 5 sets of blueline
prints, 3 sets of specifications and a complete color board for Tenant's Work.
The Construction Documents must substantially conform to the Preliminary Plans
approved by Landlord and must be in all respects sufficient for the purpose of
obtaining a building permit for Tenant's Work. Landlord will respond to any
submission of Construction Documents within five (5) business days after a
submission requesting approval, and if Landlord does not respond within such
five (5) business days, Landlord shall be deemed to have approved such
submission. If the submitted materials are not acceptable to Landlord, Landlord
will so notify Tenant by returning the proposed Construction Documents with
required changes noted. If Landlord so notifies Tenant of any required changes
to the proposed Construction Documents, Tenant will cause the Construction
Documents to be resubmitted to Landlord for its approval. Tenant's Work will not
commence prior to Landlord's approval of the Construction Documents.

     Within thirty (30) days after completion of each portion of Tenant's Work,
Tenant will provide Landlord a complete set of reproducible as-built plans of
applicable portion of the Premises. If Tenant fails to provide such plans, and
does not cure such failure within ten (10) days after written notice from
Landlord, Landlord may obtain them, directly or by field verification, and
charge Tenant for all costs incurred by Landlord in doing so.

     No approval by Landlord of the Preliminary Plans, the Construction
Documents or any revisions to them will constitute a representation or warranty
by Landlord as to the adequacy or sufficiency of such plans, or the improvements
to which they relate, for any use, purpose or condition, but such approval will
merely be the consent of Landlord to the construction or installation of
improvements in the Premises according to such plans.

     6. Tenant's Work.  After approval of the applicable Construction Documents,
Tenant, at its expense, will construct or cause to be constructed in the
applicable portion of the Premises all work necessary to bring the Premises into
a first class condition consistent with the use specified in the Lease according
to the Construction Documents approved by Landlord ("Tenant's Work"). Tenant, at
its expense, will obtain: (i) all permits (including, without limitation,
building permits) required to perform Tenant's Work; and (ii) all certificates
required for occupancy of the Premises from the appropriate governmental
authorities. Tenant will cause all Tenant's Work to be diligently completed in a
good and workmanlike manner, according to the approved Construction Documents
and all applicable laws, and free and clear of any liens or claims for liens.

     7. Tenant's Contractor.  Landlord will have the right to approve Tenant's
contractor ("Contractor") and all subcontractors, which approvals will not be
unreasonably withheld. Landlord will respond to any request for approval of a
Contractor within five (5) business days after receipt of such written request
from Tenant and, if Landlord does not respond within such five (5) business
days, Landlord will be deemed to have approved Tenant's requested Contractor.
Landlord will provide Tenant with a list of approved contractors and
subcontractors or Tenant may request Landlord's approval of a Contractor and
subcontractor for the performance of Tenant's Work. Tenant will cause its
proposed Contractor and subcontractors (if such list) to
                                       B-3
<PAGE>   61

submit such information, including financial information, as may be reasonably
required by Landlord to determine whether such Contractor and subcontractors
should be approved.

     8. Construction Contract.  Tenant's construction contract for Tenant's Work
will provide (and Tenant will deliver a copy of it to Landlord so that Landlord
may confirm it provides) that: (i) construction of Tenant's Work will not
interfere with Landlord's or Landlord's tenants' activities in, or use or
enjoyment of, the Building; (ii) Contractor will cooperate with other
contractors in the Building to insure harmonious working relationships,
including, without limitation, coordinating with other contractors in the
Building concerning use of elevators, trash removal and water and utility usage;
(iii) Contractor will leave all Common Areas in neat, clean, orderly and safe
condition at the end of each day during construction of Tenant's Work; (iv)
Contractor will procure and maintain the insurance described in Paragraph 9
below; (v) upon completion of Tenant's Work, Contractor will provide to Landlord
and Tenant as-built drawings together with mechanical balance reports and any
maintenance manuals on equipment installed in the Premises as part of Tenant's
Work; (vi) any purchased material remaining after completion of the subject
portion of Tenant's Work (such as, for example, extra paint, wall coverings or
carpet) will be given by Contractor to Tenant for use in subsequent repairs; and
(vii) all labor and material supplied according to the contract will be fully
warranted by Contractor for a period of not less than one (1) year from
substantial completion of Tenant's Work and such warranty will provide that it
is for the benefit of both Landlord and Tenant and may be enforced by either.
The construction contract will also contain the following indemnification and
defense provision:

    "Contractor will protect, defend, hold harmless, and indemnify First
    Stamford Place Company and its successors, assigns, directors, officers and
    employees (collectively, "Indemnities") from and against all claims,
    actions, liabilities, damages, losses, cost and expense (including
    attorney's fees) arising out of or resulting from the performance of the
    work contemplated by this contract by Contractor or any of its
    subcontractors, provided that any such claims, action, liabilities, damages,
    losses, cost or expense (i) are attributable to bodily injury, sickness,
    disease, or death, or to injury to or destruction of tangible property
    (other than the work contemplated by this contract itself) including the
    loss of use resulting therefrom, and (ii) are caused in whole or in part by
    the negligent act or omission of Contractor, any subcontractor, or any of
    them may, directly or indirectly, be liable. Such obligations will not be
    construed to negate, abridge or otherwise reduce any other right or
    obligation of indemnity which would otherwise exist as to any party or
    person described in this paragraph.

    Contractor agrees to protect, defend, hold harmless and indemnify the
    Indemnities from and against any and all claims, actions, liabilities,
    damages, losses, costs, and expenses (including attorneys' fees) arising out
    of or resulting from Contractor's failure to purchase all insurance required
    under Paragraph 9 of the Possession and Leasehold Improvements Agreement
    attached to and made a part of the Lease Agreement dated [Date of Lease to
    be inserted] between First Stamford Place Company and TIG Insurance Company,
    and Contractor's failure to require and obtain proper insurance coverage
    from its subcontractors. In any and all claims against the Indemnities or
    employee of Contractor or any subcontractor, anyone directly or indirectly
    employed by any of them or anyone for whose acts any of them may be liable,
    the indemnification obligation under this provision will not be limited in
    any way by any limitation of the amount or type of damages, compensation or
    benefits payable by or for Compensation Acts, disability benefit acts, or
    other employee benefit acts. The indemnification and defense obligations
    stated above will not apply to any claims, actions, liabilities, damages,
    losses, cost or expenses caused directly and solely by the affirmative gross
    negligence or intentional tortious act of the Indemnities."

     9. Contractor's Insurance.  Tenant will cause Contractor (and, except as
provided below, all of Contractor's subcontractors) to procure and maintain in
effect during the entire period of construction of Tenant's Work the following
insurance:

          (a) Worker's compensation insurance with statutory benefits and limits
     which fully comply with all state and federal requirements;

          (b) Employer's liability insurance with limits of not less than
     $200,000.00;

                                       B-4
<PAGE>   62

          (c) Automobile liability insurance including owned, non-owned, leased
     and hired car coverage, naming Landlord as an additional insured, providing
     primary (and not contributing) coverage, and containing cross-liability and
     severability of interest clauses; coverage will be in an amount of not less
     than $1,000,000.00 combined single limit per occurrence;

          (d) Commercial general liability insurance including personal injury,
     owner's and contractor's protective liability, explosion, collapse and
     underground damage liability endorsement (commonly called X, C and U
     hazard), products, completed operations, blanket contractual and broad form
     property damage coverage, naming Landlord as an additional insured,
     providing primary (and not contributing) coverage, and containing
     cross-liability and severability of interest clauses; coverage will be in
     an amount of not less than $5,000,000.00 combined single limit per
     occurrence, $3,000,000 combined single limit per occurrence for
     subcontractors; and

          (e) "All risk" builders risk property insurance for the full
     replacement cost of Tenant's Work on a completed value basis, naming
     Landlord as a loss payee, as its interest may appear, providing primary
     (and not contributing) coverage, and including a waiver of all rights of
     subrogation against Landlord; provided, however, Tenant may elect to carry
     such property insurance instead of Contractor.

All of the above insurance policies must be placed with insurance companies
reasonably acceptable to Landlord and must be endorsed to require 30 days'
written notice to Landlord prior to any cancellation or material changes in
coverage. Prior to the commencement of any Tenant's Work, Tenant will deliver,
or cause Contractor to deliver, to Landlord original certificates of insurance
evidencing the insurance coverage required above. Tenant will also cause
Contractor to obtain certificates or evidence of similar insurance from each of
Contractor's subcontractors before their work commences and deliver such
certificates or evidence to Landlord. Each subcontractor must be covered by
insurance of the same character and in the same amount as specified for
Contractor above, except that so long as Contractor's or Tenant's builders risk
policy covers all of Tenant's Work, no subcontractor will be required to
maintain builders risk.

     10. Additional Requirements Concerning Tenant's Work.  The following
additional requirements will apply to Tenant's Work:

          (a) All of Tenant's Work will be: (i) of a quality at least equal to
     Building standard; (ii) completed only substantially according to the
     Construction Documents approved by Landlord; (iii) conducted in a manner so
     as to maintain harmonious labor relations and not to interfere with or
     delay any other work or activities being carried on by Landlord or
     Landlord's contractors or other tenants; (iv) designed, performed and
     completed in substantial compliance with all applicable standards and
     regulations reasonably established by Landlord and provided to Tenant in
     advance of the commencement of construction of the applicable portion of
     Tenant's Work as well as all safety, fire, plumbing and electrical and
     other codes and governmental and insurance requirements; (v) completed only
     by the Contractor approved by Landlord; (vi) coordinated by the approved
     Contractor so as to insure timely completion; and (vii) performed and
     conducted in such a manner so as not to alter the structure or systems of
     the Building, unless approved in writing by Landlord in its sole
     discretion.

          (b) Unless approved in writing by Landlord in its sole discretion,
     under no circumstances will Tenant, Contractor or any of their authorized
     representatives ever alter or modify or in any manner disturb any "Central"
     (as defined below) system or installation of the Building, including,
     without limitation, the Central plumbing system, Central electrical system,
     Central heating, ventilating and air conditioning system, Central fire
     protection and fire alert system, Central Building maintenance systems,
     Central structural system, elevators and anything located within the
     Central core of the Building. Only with Landlord's express written
     permission will Tenant, Contractor or their authorized representatives
     alter or modify or in any manner disturb any "Branch" (as defined below) of
     any Central system or installation of the Building which serves or is
     located within the Premises. "Central" means that portion of any Building
     system or component which is within the core of the Building system or
     component which is within the core of the Building or common to or serves
     or exists for the benefit of other tenants in the Building, and "Branch"
     means that portion of any Building system or component which serves to
     connect or extend Central systems to the Premises. Any and all interfacing
     with, or tie-ins to, any
                                       B-5
<PAGE>   63

     Central Building systems or Branches will be scheduled with Landlord not
     later than two (2) business days prior to the commencement of any such
     work. Any such interfacing with, or tie-ins to, any such Building systems,
     and any checks of such interfacing or tie-ins, will be performed only after
     the same have been scheduled with, and reasonably approved by, Landlord,
     which approval shall be given or withheld within two (2) business days
     after receipt of written request from Tenant.

          (c) Contractor may submit to Landlord written request for use of any
     Building standard materials which have been prestocked by Landlord. Any
     such request will indicate the quantity and description of the prestocked
     materials needed. Contractor will be responsible for the relocation and
     allocation of any such materials to the Premises under the supervision of,
     and only with the consent of, Landlord's Representative or contractor.
     Contractor will be solely and exclusively responsible for signing for and
     verifying any such prestocked materials so used. Tenant will pay Landlord
     as a part of Tenant's Costs the value of any prestocked materials so
     requested by Contractor from Landlord. The value of any such prestocked
     materials will be determined by the quantities required in accordance with
     generally accepted costs in the metropolitan area in which the Building is
     located.

          (d) All construction personnel engaged in the performance of Tenant's
     Work must use the Building's freight elevator and not the passenger
     elevators for access to the Premises. All deliveries of materials for use
     in connection with the construction of Tenant's Work requiring the freight
     elevator of the Building must be reasonably scheduled in advance with
     Landlord. In addition, any of Tenant's Work which is to be performed during
     hours other than Business Hours must be reasonably scheduled in advance
     with Landlord.

          (e) Tenant agrees that if Contractor fails to leave all Common Area in
     a neat, clean, orderly and safe condition at the end of each day during
     construction of Tenant's Work, Landlord will have the right to immediately
     take such action as Landlord deems appropriate to render the Common Areas
     neat, clean, orderly and safe and Tenant will, upon Landlord's written
     demand, reimburse Landlord for all Landlord's costs of taking such action.
     After taking any such action, Landlord will provide Tenant with notice of
     such action.

     11. Landlord's Services; Construction Administration.  During construction
of each portion of Tenant's Work, Landlord will provide all electricity related
to such construction, the cost of which will be paid by Tenant as a part of
Tenant's Costs. In addition, Landlord will provide construction administration
with respect to Tenant's Work and Tenant shall pay to Landlord the Construction
Administration Fee. As more fully provided in Section 1.3(e) of the Lease, the
Contractor Administration Fee is $75.00 per hour and Landlord will endeavor to
provide Tenant with an accounting of hours spent on the applicable portion of
Tenant's Work at least once every two (2) weeks, but failure to deliver such a
accounting shall not be deemed a waiver of the fee. All Tenant's Costs that are
payable to Landlord will be paid by Tenant within 10 days after the date of
Landlord's invoice.

     12. Inspection; Stop Work; Noncomplying Work.  Landlord reserves the right
to inspect Tenant's Work in each applicable portion of the Premises at all
reasonable times, provided that such inspection(s) will in no way make Landlord
responsible for any of Tenant's Work and will not constitute a representation or
warranty by Landlord as to the adequacy or sufficiency of Tenant's Work.
Landlord reserves the right to stop any and all work performed (or to be
performed) if Landlord considers any such work, or its performance, to be
dangerous or creating a nuisance, or otherwise injurious to Tenant, Landlord or
any other Building tenants. If any inspection by Landlord reveals any items of
Tenant's Work that does not comply with Tenant's obligations under this Work
Letter, Landlord may so notify Tenant and require that the item be corrected to
so comply. Within 10 days after the date of any such notice from Landlord,
Tenant will begin correction of any such noncomplying item and will then
promptly and diligently pursue such correction to completion. If any such item
is not so corrected, Landlord may enter the Premises at any time and correct the
item at Tenant's expense (to be paid by Tenant promptly upon demand).

     13. Mechanics' Liens.  In the conduct of Tenant's Work, Tenant will take
all action necessary to ensure that no mechanic's or other liens attach to the
Premises or Building. Without limitation, Tenant will post notices, with form
and content and in the manner as specified by any applicable law, notifying all
persons or
                                       B-6
<PAGE>   64

entities which may supply labor or materials in connection with Tenant's Work
that Landlord's interest in the Premises and Building will not be subject to any
lien for the same. If any such lien should be filed, the provisions of Section 8
of the Lease will apply.

     14. Landlord's Allowance.  Landlord agrees to pay Tenant the "Allowance",
to be applied to the cost of designing and performing Tenant's Work and other
Tenant's Costs, in progress payments as hereinafter provided. Such progress
payments will be made not later than 30 days after receipt by Landlord from
Tenant of copies of Tenant's invoices from Contractor (and, where applicable,
copies of Contractor's invoices from its subcontractors or suppliers) together
with a certificate from Tenant's Architect (or other evidence satisfactory to
Landlord) indicating that the work to which such invoices relate has been
substantially completed and/or the materials to which such invoices relate have
been installed in, or delivered to, the Premises. Such progress payments will be
made payable to Tenant and Contractor, and will be for the amount of the
submitted invoices, less a 10% retainage. As a condition precedent to Landlord's
issuing any such progress payment subsequent to the first such progress payment,
Tenant will deliver to Landlord original lien waivers from Contractor and any
applicable subcontractor or supplier indicating the claims for mechanics' or
materialmen's liens with respect to the labor and materials reflected in the
invoiced submitted for the immediately preceding progress payment have been
waived. A further condition precedent to Landlord's issuing the last such
payment for the amount of the retainage will be that Landlord has received from
Tenant (either prior to or simultaneously with the issuance of such final
payment) the following: (i) written notice from Contractor and Tenant's
Architect (or other evidence satisfactory or Landlord) that Tenant's Work has
been completed (including completion of any punch list items); (ii) final and
unconditional original lien waivers from Contractor and all subcontractors,
suppliers, materialmen and other parties who performed labor at, or supplied
materials to, the Premises in connection with Tenant's Work; and (iii) a copy of
the certificate of occupancy for the applicable portion of the Premises issued
by the appropriate governmental authorities. Landlord will have no obligation to
make any such progress payment at any time that a Default exists under the Lease
and the total of all such progress payments will in no event exceed the amount
of the Allowance. Tenant shall be responsible for all Tenant's Cost in excess of
the Allowance. As more fully described under Section 1(f) above, Tenant may
allocate the Allowance among the various portions of the Premises at Tenant's
discretion.

     15. General.  Failure by Tenant to pay any amounts due under this Work
Letter will have the same effect as failure to pay Rent under the Lease, and
such failure or Tenant's failure to perform any of its other obligations under
this Work Letter will constitute a Default under Section 20.1 of the Lease,
entitling Landlord to all of its remedies under the Lease as well as all
remedies otherwise available to Landlord.

                                       B-7
<PAGE>   65

                                   EXHIBIT C

                             TIG INSURANCE COMPANY
                   TENANT ESTOPPEL CERTIFICATE AND AGREEMENT
                  PREMISES IN 100 AND 300 FIRST STAMFORD PLACE
                             STAMFORD, CONNECTICUT

TO: AETNA LIFE INSURANCE COMPANY and/or its affiliates

    THIS IS TO CERTIFY THAT:

     1. The undersigned is the lessee (the "Tenant") under that certain lease
(the "Lease") dated as specified in 10(a) below, by and between First Stamford
Place Company, as Lessor (the "Landlord"), and the undersigned as Lessee,
covering those certain premises commonly known as or designated as the floors or
portions thereof specified in 10(b) below (the "Premises"), at 100 and 300 First
Stamford Place, Stamford Connecticut.

     2. The Lease (i) constitutes the entire agreement between the undersigned
and the Landlord with respect to the Premises, (ii) has not been modified,
changed, altered or amended in any respect (except as indicated in 10(f) below)
and (iii) is the only Lease between the undersigned and the Landlord affecting
the Premises.

     3. The undersigned has accepted and now occupies [the entire premises
covered by the Lease] [the portion of the Premises covered by the lease known as
      ] and all improvements required by the terms of the Lease to be made by
the Landlord have been completed to the satisfaction of the undersigned.

     4. (i) To Tenant's actual knowledge, no party to the Lease is in default,
(ii) the Lease is in full force and effect, (iii) full rental is accruing
thereunder and (iv), to Tenant's actual knowledge, as of the date hereof the
undersigned has no charge, lien or claim of off-set (and no claim for any credit
or deduction) under the Lease or otherwise, against rents or other charges due
or to become due thereunder or on account of any prepayment or rent more than 30
days in advance of its due date.

     5. This certificate is made to induce Aetna Life Insurance Company
("Aetna") to disburse funds under a long term mortgage loan evidenced by a
promissory note and secured by a first mortgage on the building containing the
Premises and assignment of the rents due under the Lease, knowing that such
lender relies upon the truth of this certificate in disbursing funds for such
loan.

     6. The undersigned, as Tenant under the Lease, acknowledges (i) that Aetna
is the holder of the first mortgage and assignment of rents referred to in
paragraph 5 of this certificate, (ii) that under Section 4.4 of the Lease,
Tenant has been directed to and will make all rent payments c/o Dorman & Wilson,
Inc., P.O. Box 366, White Plains, New York 10602-0366 Attn: Mr. Donald Tripp and
will not change such rent payment address without consent of Aetna, and (iii)
that the address of Aetna is c/o Real Estate Investments, 151 Farmington Avenue,
RT11, Hartford, Connecticut 06156-9642, and agrees that Aetna and its
successors, as holder ("Holder") of such note and first mortgage, shall be
entitled to prompt notice of any default by the Landlord, or any other landlord
under the Lease, and shall have the rights of a mortgagee under the provisions
of the Lease. The undersigned understands that the interest of the Landlord in
the Lease has been assigned to the Holder for application on account of the
indebtedness secured by the mortgage as specified in the assignment, and the
Holder assumes no duty, liability or obligation whatever under the Lease or any
extension or renewal thereof.

     7. The undersigned will advise you of any material changes in the
information herein occurring as soon as is practicable following such change.

     8.   (a) The date of the Lease is           , 1996.

        (b) The premises covered by the Lease is Suites           , on the 5th
        and 7th Floors, Unit 300 First Stamford Place, Stamford, Connecticut,
        and Suite           , Unit 100 First Stamford Place, Stamford,
        Connecticut, containing 93,240 rentable square feet in the aggregate.

                                       C-1
<PAGE>   66

        (c) the term of the Lease began on           , 199     .

        (d) The fixed rent for the Premises has been paid to and including
                  199     .

        (e) The fixed rent being paid pursuant to the Lease is at the annual
        rate of $          .

        (f) The following are exceptions to the statements in 2(ii):

Dated:
                                          TIG INSURANCE COMPANY, a
                                          California corporation, TENANT

                                          By:
                                          --------------------------------------
                                          Name:


                                          Title:

                                          Signed on           , 199

                                       C-2
<PAGE>   67

                                   EXHIBIT D

                              FIRST STAMFORD PLACE
                             RULES AND REGULATIONS

     1. Rights of Entry.  Tenant will have the right to enter the Premises at
any time, but outside of Business Hours Tenant will be required to furnish
proper and verifiable identification. Landlord will have the right to enter the
Premises at all reasonable hours to perform janitorial services or clean
windows; and also at any time during the last 3 months of the Term, with
reasonable prior notice to Tenant, to show the Premises to prospective tenants.

     2. Right of Exclusion.  Landlord reserves the right to require each person
entering the Building to sign a register and either (i) to present a Building
pass, or (ii) to be announced to the tenant such person is visiting and to be
accepted as a visitor by such tenant or to be otherwise properly identified.
Landlord may exclude from the Building any person who cannot comply with such
requirement. Landlord also reserves the right to require any person leaving the
Building to sign a register to surrender any special entry pass given to such
person. If Landlord elect to excise the rights reserved above, Landlord will
furnish a Building pass to all persons designated by Tenant in writing. Finally,
Landlord reserves the right to exclude or expel from the Building any person
who, in Landlord's judgment, is intoxicated or under the influence of alcohol or
drugs.

     3. Obstruction.  Tenant will not obstruct or place anything in or on the
sidewalks or driveways outside the Building, or in the lobbies, corridors,
stairwells, or other Common Areas. Landlord may remove, at Tenant's expense, any
such obstruction or thing without notice or obligation to Tenant.

     4. Refuse.  Tenant will place all refuse in the Premises in proper
receptacles provided and paid for by Tenant, or in receptacles provided by
Landlord for the Building, and will not place any litter or refuse on or in the
sidewalks or driveways outside the Building, or the Common Areas, lobbies,
corridors, stairwells, ducts or shafts of the Building.

     5. Public Safety.  Tenant will not throw anything out of doors, windows or
skylights, down passageways or over walls. Tenant will not use any fire exits or
stairways in the Building except in case of emergency.

     6. Keys; Locks.  Landlord may from time to time install and change locks on
entrances to the Building, Common Areas and the Premises, and will provide
Tenant a reasonable number of keys to meet Tenant's requirements. If Tenant
desires additional keys, they will be furnished by Landlord and Tenant will pay
a reasonable charge for them. Tenant will not add or change existing locks on
any door in or to the Premises without Landlord's prior written consent, which
consent shall not be unreasonably withheld or delayed. If with Landlord's
consent, Tenant installs lock(s) incompatible with the Building master locking
system:

          (a) Landlord, without abatement of Rent, will be relieved of any
     obligation under the Lease to provide any service that requires access to
     the affected areas:


          (b) Tenant will indemnify Landlord against any expense as a result of
     forced entry to the affected areas which may be required in an emergency;
     and



          (c) Tenant will, at the end of the Term and at Landlord's request,
     remove such lock(s) at Tenant's expense.


At the end of the Term, Tenant will promptly return to Landlord all keys for the
Building and Premises which are in Tenant's possession.


     7. Aesthetics.  Tenant will not attach any awnings, signs, displays or
projections to the outside or inside walls or windows of the Building which are
visible from outside the Premises without Landlord's prior written approval,
which may be withheld in Landlord's sole discretion. Tenant will use only
Building Standard lighting in areas where such lighting is visible from outside
the Building.



     8. Window Treatment.  If Tenant desires to attach or hang any curtains,
blinds, shades or screens to or in any window or door of the Premises, Tenant
must obtain Landlord's prior written approval. Tenant will not

                                       D-1
<PAGE>   68

coat or sunscreen the interior or exterior of any windows without Landlord's
express written consent. Tenant will not place any object on the window sills
that cause, in Landlord's reasonable opinion, an aesthetically unacceptable
appearance.


     9. Directory Boards.  The Building office directory boards have a limited
capacity; however, Landlord will make every reasonable effort to accommodate
Tenant's requirements.



     10. Building Control.  Landlord reserves the right to control and operate
the Common Areas as well as facilities furnished for the common use of tenants
in such manner as Landlord deems best for the benefit of tenants generally.
Landlord reserves the right to prevent access to the Building during an
emergency by closing the doors or otherwise, for the safety of tenants and
protection of the Building and property in the Building.



     11. Engineering Consent.  All plumbing, electrical and heating, ventilating
and air conditioning ("HVAC") work for and in the Premises requires Landlord's
prior written consent to maintain the integrity of the Building's electrical,
plumbing and HVAC systems.



     12. HVAC Operation.  Tenant will not place objects or other obstructions on
the HVAC convectors or diffusers and will not permit any other interference with
the HVAC system. Whenever the HVAC system is operating, Tenant will cause the
shades, blinds or other window coverings in the Premises to be drawn as
reasonably required by the position of the sun.



     13. Plumbing.  Tenant will only use plumbing fixtures for the purpose for
which they are constructed. Tenant will pay for all damages resulting from any
misuse by Tenant or plumbing fixtures.



     14. Equipment Location.  Landlord reserves the right to specify where
Tenant's Business machines, mechanical equipment and heavy objects will be
placed in the Premises in order to best absorb and prevent vibration, noise and
annoyance to other tenants, and to prevent damage to the Building. Tenant will
pay the cost of any required professional engineering certification or
assistance.


     15. Bicycles; Animals.  Tenant will not bring into, or keep about, the
Premises any bicycles, vehicles, birds, animals (except seeing eye dogs) or
organic Christmas decor of any kind. Bicycles and vehicles may only be parked in
areas designated for such purpose.

     16. Carpet Protection.  In those portions of the Premises where carpet has
been provided by Landlord, Tenant will at its own expense install and maintain
pads to protect the carpet under all furniture having castors other than carpet
castors.

     17. Proper Conduct.  Tenant will conduct itself in a manner which is
consistent with the character of the Building and will ensure that Tenant's
conduct will not impair the comfort of other convenience of other tenants in the
Building.

     18. Elevators.  Any use of the elevators for purposes other than normal
passenger use (such as moving to or from the Building or delivering freight),
whether during or after Business Hours, must be scheduled through the office of
the Property Manager. Tenant will reimburse Landlord for any extra costs
incurred by Landlord in connection with any such non-passenger use of the
elevators.

     19. Deliveries.  Tenant will ensure that deliveries of materials and
supplies to the Premises are made through such entrances, elevators and
corridors and at such times as may from time to time be reasonably designated by
Landlord. Such deliveries may not be made through any of the main entrances to
the Building without Landlord's prior permission. Tenant will use cause to be
used, in the Building, hand trucks or other conveyances equipped with rubber
tires and rubber side guards to prevent damage to the Building or property in
the Building. Tenant will promptly pay Landlord the cost of repairing any damage
to the Building caused by any person making deliveries to the Premises.

     20. Moving.  Tenant will ensure that furniture and equipment and other
bulky matter being moved to or from the Premises is moved through such
entrances, elevators and corridors and at such times as may from time to time be
reasonably designated by Landlord, and by movers or a moving company reasonably

                                       D-2
<PAGE>   69

approved by Landlord. Tenant will promptly pay Landlord the cost of repairing
any damage to the Building caused by any person moving any such furniture,
equipment or matter to or from the Premises.

     21. Solicitations.  Canvassing, soliciting and peddling in the Building are
prohibited and Tenant will cooperate in preventing the same.

     22. Food.  Only persons approved from time to time by Landlord may prepare,
solicit orders for, sell, serve or distribute food in or around the Building.
Except as may be specified in the Lease or on construction drawings for the
Premises approved by Landlord, and except for microwave cooking, Tenant will not
use the Premises for preparing or dispensing food, or soliciting of orders for
sale, serving or distribution of food.

     23. Parking Rules and Regulations.  Tenant will comply with all reasonable
rules and regulations applicable to the parking facilities serving the Building
as determined by the parking facility operator.

     24. Employees, Agents and Invitees.  In these Rules and Regulations,
"Tenant" includes Tenant's employees, agents, invitees, licensees and others
permitted by Tenant to access, use or occupy the Premises.

                                       D-3
<PAGE>   70

                                   EXHIBIT E

                              FIRST STAMFORD PLACE
                            CLEANING SPECIFICATIONS

FIVE NIGHTS PER WEEK, EXCLUDING HOLIDAYS

Offices:

1.   All hard-surfaced flooring to be swept using approved dustdown preparation.

2.   Carpet sweep all carpets, moving only light furniture (desks, file
     cabinets, etc. not to be moved).

3.   Hand dust and wipe clean all furniture, fixtures and window sills.

4.   Empty and wipe clean all ash trays and screen all sand urns.

5.   Empty all wastepaper receptacles and remove wastepaper.

6.   Dust interiors of all wastepaper disposal cans and baskets.

7.   Wash clean all water fountains and coolers.

8.   Sweep all private stairways.

Common Lavatories (excluding those exclusively serving a tenant's Premises):

1.   Sweep and wash all floors, using an odorless detergent.

2.   Wash and polish all mirrors, shelves, bright work and enameled surfaces.

3.   Wash and disinfect all basins, bowls and urinals.

4.   Wash all toilet seats.

5.   Hand dust and clean all partitions, the walls, dispensers and receptacles
     in lavatories and restrooms.

6.   Paper towel and sanitary receptacles and emptied and cleaned.

7.   Fill toilet tissue holders and soap dispensers.

WEEKLY

1.   Vacuum clean all carpeting and rugs.

2.   Dust all door louvers and other ventilating louvers within a person's
     reach.

3.   Wipe clean all interior metal and remove fingermarks.

EVERY OTHER MONTH

High dust premises completely, including the following:

1.   Dust all pictures, frames, charts, graphs and similar wallhangings not
     reached in nightly cleaning.

2.   Dust clean all vertical surfaces, such as walls, partitions, doors, bucks
     and other surfaces not reached in nightly or weekly cleaning.

3.   Dust all pipes, ventilating and air-conditioning louvers, ducts, high
     moldings and other high areas not reached in nightly or weekly cleaning.

4.   Dust all venetian blinds.

                                       E-1
<PAGE>   71

PERIODICALLY AT REASONABLE INTERVALS, WEATHER PERMITTING

Wash all windows.

THESE SPECIFICATIONS ARE SUBJECT TO CHANGE BY LANDLORD FROM TIME TO TIME.

                                       E-2
<PAGE>   72

                    FIRST OFFER SPACE 5TH FLOOR BUILDING 100

                                   EXHIBIT F

                               [GRAPHIC OMITTED]
<PAGE>   73

                    FIRST OFFER SPACE 5TH FLOOR BUILDING 300

                                   EXHIBIT F

                               [GRAPHIC OMITTED]
<PAGE>   74

                                   EXHIBIT G

                           SAMPLE EXPENSES STATEMENT
                        300 FIRST STAMFORD PLACE COMPANY
                              RECOVERABLE EXPENSES
                      FOR THE YEAR ENDED DECEMBER 31, 1995
                                 STANDARD LEASE

<TABLE>
<S>                                                           <C>
BUILDING MANAGEMENT.........................................  $   109,48
CLEANING....................................................      240,54
HEATING, VENTILATION AND AIR CONDITIONING...................      133,49
ENERGY......................................................     328,499
REPAIRS AND MAINTENANCE.....................................     138,499
ELEVATORS...................................................      47,755
PARKING.....................................................     174,606
SECURITY....................................................     136,119
PROMOTIONS..................................................       5,012
INSURANCE...................................................      50,088
MANAGEMENT FEES.............................................     210,278
GENERAL AND ADMINISTRATIVE..................................      87,775
TOTAL OPERATING EXPENSES....................................   1,662,159
PROPERTY TAXES..............................................     850,955
  TOTAL OPERATING EXPENSES AND PROPERTY TAXES...............  $2,513,114
</TABLE>