<PAGE>   1
                                                                   EXHIBIT 10.16


                                  OFFICE LEASE


                                     BETWEEN

                              CROSSPOINT SEVEN, LLC
                                   "LANDLORD"

                                       AND

                            IDG BOOKS WORLDWIDE, INC.
                                    "TENANT"


                                NOVEMBER 4, 1998

<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                        <C>
ARTICLE 1  LEASE OF PREMISES..............................................................  1
           Section 1.01  Lease of Leased Premises.........................................  1
           Section 1.02  Basic Lease Provisions...........................................  1

ARTICLE 2  TERM...........................................................................  2
           Section 2.01  Term.............................................................  2
           Section 2.02  Condition of Premises............................................  2
           Section 2.03  Tenant's Acceptance of the Leased Premises.......................  3

ARTICLE 3  OCCUPANCY AND USE..............................................................  3
           Section 3.01  Occupancy and Use................................................  3
           Section 3.02  Landlord's Rights Regarding Use..................................  4
           Section 3.03  Access to Leased Premises........................................  4
           Section 3.04  Surrender of Leased Premises.....................................  5
           Section 3.05  Holding Over.....................................................  5

ARTICLE 4  RENT...........................................................................  5
           Section 4.01  Components of Rent...............................................  5
           Section 4.02  Basic Annual Rent................................................  5
           Section 4.03  Excess Operating Cost............................................  5
           Section 4.04  Estimated Excess Operating Costs.................................  8
           Section 4.05  Tenant's Audit Rights............................................  8
           Section 4.06  Real Estate Taxes................................................  8

ARTICLE 5  UTILITY AND OTHER BUILDING SERVICES............................................  9
           Section 5.01  Services to be Provided..........................................  9
           Section 5.02  Services......................................................... 10
           Section 5.03  Interruption of Services......................................... 10

ARTICLE 6  REPAIRS, MAINTENANCE, ALTERATIONS, IMPROVEMENTS AND FIXTURES................... 11
           Section 6.01  Repair and Maintenance of Building............................... 11
           Section 6.02  Repair and Maintenance of Leased Premises........................ 11
           Section 6.03  Alterations or Improvements...................................... 11
           Section 6.04  Trade Fixtures................................................... 11
           Section 6.05  Right to Change Public Portions of the Building.................. 11

ARTICLE 7  FIRE OR OTHER CASUALTY; EMINENT DOMAIN......................................... 12
           Section 7.01  Substantial Destruction  of the Building or the Leased Premises.. 12
           Section 7.02  Partial Destruction of the Leased Premises.  .................... 12
           Section 7.03  Eminent Domain................................................... 12

ARTICLE 8  INSURANCE...................................................................... 13
           Section 8.01  Landlord's Insurance............................................. 13
           Section 8.02  Landlord's Responsibility........................................ 13
           Section 8.03  Tenant's Insurance............................................... 13
           Section 8.04  Tenant's Responsibility.......................................... 14
           Section 8.05  Waiver of Subrogation............................................ 14

ARTICLE 9  LIENS.......................................................................... 14
           Section 9.01  Liens............................................................ 14

ARTICLE 10 RENTAL, PERSONAL PROPERTY AND OTHER TAXES...................................... 15
           Section 10.01  Taxes........................................................... 15
</TABLE>


                                       i
<PAGE>   3

<TABLE>
<S>                                                                                        <C>
ARTICLE 11  ASSIGNMENT AND SUBLETTING..................................................... 15
            Section 11.01  Assignment and Subletting by Tenant............................ 15

ARTICLE 12  TRANSFER BY LANDLORD.......................................................... 16
            Section 12.01  Sale and Conveyance of the Building............................ 16
            Section 12.02  Subordination.................................................. 16

ARTICLE 13  DEFAULTS AND REMEDIES......................................................... 16
            Section 13.01  Defaults by Tenant............................................. 16
            Section 13.02  Remedies of Landlord........................................... 17
            Section 13.07  Default by Landlord and Remedies of Tenant..................... 19
            Section 13.08  Definition of Landlord......................................... 19
            Section 13.09  Transfer upon Termination...................................... 19
            Section 13.10  Waiver......................................................... 20
            Section 13.11  Removal of Tenant's Property................................... 20
            Section 13.12  Attorney's Fees and Costs...................................... 20

ARTICLE 14  QUIET ENJOYMENT............................................................... 20

ARTICLE 15  NOTICES....................................................................... 20
            Section 15.01  Notices........................................................ 20
            Section 15.02  Place of Payment............................................... 20

RTICLE 16  MISCELLANEOUS PROVISIONS....................................................... 21
            Section 16.01  Condition  of Premises......................................... 21
            Section 16.02  Common Areas................................................... 21
            Section 16.03  Choice of Law.................................................. 21
            Section 16.04  Venue.......................................................... 21
            Section 16.05  Successors and Assigns......................................... 21
            Section 16.06  [Reserved.] ................................................... 21
            Section 16.07  Examination of Lease........................................... 21
            Section 16.08  Time........................................................... 21
            Section 16.09  Defined Terms and Marginal Headings. .......................... 21
            Section 16.10  Entire Agreement; Amendments................................... 21
            Section 16.11  Payment of and Indemnification for Leasing Commissions......... 22
            Section 16.12  Severability of Invalid Provisions.  .......................... 22
            Section 16.13  Definition of the Relationship between the Parties............. 22
            Section 16.14  Estoppel Certificate........................................... 22
            Section 16.15  Force Majeure.................................................. 22
            Section 16.16  Corporate Tenant............................................... 22
            Section 16.17  Memorandum of Lease............................................ 22
            Section 16.18  Reciprocal Covenant on Notification of ADA Violations.......... 22
            Section 16.19  Sorting and Separation of Refuse and Trash..................... 22
            Section 16.20  Hazardous Waste................................................ 23

ARTICLE 17  ADDITIONAL PROVISIONS......................................................... 24
            Section 17.01  Option to Extend Lease Term.  ................................. 24
            Section 17.02  Reimbursement of Moving Expenses............................... 24
            Section 17.03  Space Planning................................................. 25
            Section 17.04  Existing Rent Obligation....................................... 25
            Section 17.05  Expansion Options.............................................. 25
            Section 17.06  Right of First Offer........................................... 25
            Section 17.07  Signage........................................................ 25
            Section 17.08  Guaranty....................................................... 26
</TABLE>


                                       ii

<PAGE>   4
                                  OFFICE LEASE


        THIS OFFICE LEASE ("Lease"), made this 4th day of November, 1998, by
and between CROSSPOINT SEVEN, LLC, an Indiana limited liability company
("Landlord"), and IDG BOOKS WORLDWIDE, INC., a Delaware corporation ("Tenant").

                              W I T N E S S E T H:

                                    ARTICLE 1
                                LEASE OF PREMISES

        SECTION 1.01. LEASE OF LEASED PREMISES. Landlord hereby leases to Tenant
and Tenant hereby leases from Landlord certain office space commonly known as
Suite (TBD), in the Crosspoint Plaza One building, to be located in Hamilton
County, Indiana, and which shall be situated on the tract of land described in
Exhibit A attached hereto (the "Building"), subject to the terms and conditions
herein set forth, for the specific term hereinafter specified. The leased space
in the Building is described in Items A and B, Section 1.02 hereinafter (the
"Leased Premises"). Attached as Exhibit "B" are a schematic illustration and a
floor plan of the Leased Premises and an architectural rendering of the
Building. Elevators within the Building are not part of the Leased Premises and
shall remain in the exclusive control of the Landlord provided Tenant shall have
full use and enjoyment of such elevators for reasonable unrestricted access to
the Leased Premises.

        SECTION 1.02.  BASIC LEASE PROVISIONS.

(A)     BUILDING ADDRESS: 10475 Crosspoint Boulevard

        CITY, STATE: Indianapolis, Indiana; ZIP CODE: 46256; Floor area as shown
        in Exhibit "B"

(B)     LEASED PREMISES RENTABLE AREA: Months 1 through 7: 68,682 square feet
        (utilizing BOMA standard of measurement)

        Months 8-120: 87,333 square feet (utilizing BOMA standard of
        measurement)

        BUILDING RENTABLE AREA: approximately 141,047 square feet (utilizing
        BOMA standard of measurement)

(C)     BUILDING PERCENTAGE: Percentage from time to time calculated in
        accordance with Section 2.03.

(D)     BASIC ANNUAL RENT: See attached Exhibit E;

(E)     MONTHLY RENTAL INSTALLMENTS: See attached Exhibit E;

(F)     LANDLORD'S SHARE OF OPERATING COSTS: Operating costs for twelve month
        period after the Commencement Date;

(G)     ORIGINAL TERM: Ten (10) Years and Zero (0) Months;

(H)     TARGET COMMENCEMENT DATE: November 1, 1999;

<PAGE>   5

(I)     PLANS AND SPECIFICATIONS APPROVAL DATE: December 1, 1998 for the
        Building shell, February 1, 1999 for the Leased Premises and as
        reasonably requested by Landlord from time to time for the remaining
        portions of the Building;

(J)     SECURITY DEPOSIT: Waived;

(K)     BROKER: Eaton & Lauth Real Estate Services, Inc. and CB Richard Ellis,
        Inc.;

(L)     PERMITTED USE: General Office Purposes;

(M)     ADDRESS FOR PAYMENTS AND NOTICES AS FOLLOWS:

        LANDLORD: Crosspoint Seven, LLC
                  c/o Eaton & Lauth Real Estate Services, Inc.
                  12220 N. Meridian Street, P.O. Box 1999
                  Carmel, IN  46032
                  Attn:  Gregory C. Gurnik

        TENANT:   Prior to Commencement Date          After Commencement Date
                  IDG Books Worldwide, Inc.           IDG Books Worldwide, Inc.
                  7260 Shadeland Station, Suite 100   10475 Crosspoint Boulevard
                  Indianapolis, IN  46256             Indianapolis, IN  46256
                  Attn: Nazan Wolfe                   Attn: Nazan Wolfe


                                    ARTICLE 2
                                      TERM

        SECTION 2.01. TERM. The term of this Lease shall be for the period
specified in Item G of Section 1.02 ("Original Term") (subject to if the
Commencement Date is other than the first day of a calendar month, the
Expiration Date shall occur on the last day of the 120th full calendar month
thereafter) and shall commence on the first to occur of the (i) Target
Commencement Date specified in Item H of Section 1.02, provided that the Leased
Premises are ready for occupancy on the Target Commencement Date; (ii) subject
to the further provisions of Section 2.02 hereof, the day Tenant's personnel
first occupy or take possession of any part of the Leased Premises; or (iii) the
30th day following Landlord's notice to Tenant pursuant to Section 2.02. The
date of commencement defined above ("Commencement Date"), and the Expiration
Date shall be confirmed by Tenant and Landlord as provided in Section 2.03. The
term "Lease Term", when used in this Lease, shall include the Original Term and
any renewal term.

        SECTION 2.02. CONDITION OF PREMISES. Landlord shall construct, at its
expense, the Building and the Leased Premises in accordance with plans and
specifications to be agreed upon by Landlord and Tenant and which are consistent
with the plans and specifications which are or shall be attached to the
agreement between Landlord and Tenant attached to this Lease as Exhibit "C"
("Plans and Specifications") (such work and improvements to be completed by
Landlord in order to provide the Leased Premises to Tenant referred to as
"Landlord's Work"). The Landlord's Work will comply with all applicable laws,
ordinances, rules, codes and regulations of governmental authorities. Landlord
agrees to perform Landlord's Work subject to force majeure as defined in Section
16.15 and shall give Tenant thirty (30) days written notice of the day on which
Landlord's Work shall be substantially completed. Tenant shall have the right
and privilege of going onto the Leased Premises to complete interior decoration
work and to prepare the Leased Premises for its occupancy, provided, however,
that its schedule in so doing shall be communicated to Landlord and the approval
of Landlord secured so as not to interfere with other work of Landlord being
carried on at the time; and provided further that Landlord shall have no
responsibility or liability


                                        2
<PAGE>   6
whatsoever for any loss or damage to any of Tenant's leasehold improvements,
fixtures, equipment or any other materials installed or left in the Leased
Premises prior to the Commencement Date except for damage caused solely by the
negligence or intentional misconduct of Landlord or its contractors. All
construction associated with the Landlord's Work will be done in a good
workmanlike manner using materials in accordance with the Plans and
Specifications and will not vary in any substantial manner without Tenant's
prior written consent. Landlord shall commence construction of the Building and
the Leased Premises and completion of the Landlord's Work as soon as practical
following approval of the final Plans and Specifications, which is anticipated
to occur on or before the Plans and Specifications Approval Date, and shall
substantially complete the same with all reasonable dispatch, and in any event
prior to the dates as set forth below. For purposes of this Lease,
"substantially complete" means (i) completing the Landlord's Work so that the
only incomplete items are minor or insubstantial details of construction; (ii)
Tenant, its employees, agents, invitees and contractors have ready access to the
Leased Premises; and (iii) the fixtures and equipment to be installed by
Landlord are installed and in good operating order. If the Landlord's Work is
not completed and a certificate of substantial completion or an equivalent
certificate issued by the architect or general contractor for the Leased
Premises is not obtained on or before December 1, 1999 (the "Penalty Date"), and
such delays are not caused by Tenant or excused by Section 16.15, Tenant will
receive reimbursement of all consequential costs and damages incurred or
sustained by Tenant resulting from such delayed possession (after reducing any
damages by taking into account amounts paid by Landlord under this Lease). If
such costs and damages are not reimbursed by Landlord within sixty (60) days
after receipt by Landlord of a written demand including an accounting of such
costs and damages, Tenant shall have a right to set-off such costs and damages
against Rental. Tenant shall be entitled to terminate this Lease upon written
notice to Landlord if Landlord's Work is not substantially complete by May 1,
2000.

        SECTION 2.03. TENANT'S ACCEPTANCE OF THE LEASED PREMISES. Following
substantial completion of the Landlord's Work, the Tenant and Landlord will
inspect the Leased Premises and Landlord's Work for uncompleted aspects of the
Landlord's Work, have all mechanical systems demonstrated, and prepare a punch
list of uncompleted items of the Landlord's Work ("Punch List"). The Punch List
will list (i) incomplete, minor and insubstantial details of construction; (ii)
necessary mechanical adjustments; and (iii) needed finishing touches ("Punch
List Items"). Tenant shall execute an Acceptance Letter, in the form attached
hereto as Appendix "I" acknowledging (i) the Commencement Date and Expiration
Date of this Lease, and (ii) that Tenant has accepted the Leased Premises for
occupancy and that the condition of the Leased Premises, including the Tenant
finish improvements constructed thereon, and the Building was at the time
satisfactory and in conformity with the provisions of this Lease in all
respects, except for (i) any defects as to which Tenant shall give written
notice to Landlord within thirty (30) days after such delivery, (ii) the Punch
List Items and (iii) latent defects. Landlord shall promptly thereafter correct
all such defects as to which Tenant has given written notice to Landlord and
Punch List Items within sixty (60) days after the Punch List is approved subject
to force majeure as defined in Section 16.15. Such Acceptance Letter shall
become a part of this Lease. At the time the Plans and Specifications are
approved, Landlord and Tenant will agree on the initial Building Percentage
which shall be the fraction that the rentable area of the Leased Premises
calculated pursuant to BOMA standards bears to the rentable area of the Building
calculated pursuant to BOMA standards. The Building Percentage (calculated in
the same manner as the initial calculation) shall be increased by Landlord
whenever Tenant occupies more space in the Building.

                                    ARTICLE 3
                                OCCUPANCY AND USE

        SECTION 3.01. OCCUPANCY AND USE. Tenant shall use and occupy the Leased
Premises for the purposes as set out in Item L of Section 1.02, and for no other
purposes except with the prior written consent of the Landlord, which consent
shall not be unreasonably withheld, conditioned or delayed. Tenant shall use the
Leased Premises for no unlawful purpose or act; shall commit or permit no waste
or damage to the Leased Premises; shall comply with and obey all reasonable and
necessary directions of the Landlord, including Rules and Regulations which are
adopted, changed or modified from time to time by Landlord on reasonable notice
to Tenant, all of which are and will be a part of this Lease as Exhibit D
(provided that in the event of a conflict between the provisions of this Lease


                                        3
<PAGE>   7
and the Rules and Regulations, the provisions of this Lease shall prevail and
control); shall not do or permit anything to be done in or about the Leased
Premises which will in any way obstruct or interfere with the rights of the
other tenants or occupants of the Building or injure or annoy them, and shall
not do or permit anything to be done which will increase the rate of fire
insurance upon the Building.

        Subject to the further terms and limitations as set forth in this Lease,
Tenant, at its expense, shall comply with all laws, rules, regulations,
ordinances or orders of Federal, State, County and Municipal authorities having
jurisdiction, and with any lawful direction of any public officer or officers,
which shall impose any duty upon Landlord or Tenant with respect to the Leased
Premises, or the use, occupation or alteration thereof, provided such duty
arises from or results from Tenant's failure to comply with Tenant's covenants
in this Lease or from Tenant's negligence or from the use of the Leased Premises
in a manner contrary to the purposes for which the same are leased to Tenant.
Landlord represents and warrants that at the Commencement Date of this Lease the
Building Leased Premises will be in compliance with all applicable laws, rules,
regulations, ordinances, orders and directions.

        SECTION 3.02. LANDLORD'S RIGHTS REGARDING USE. In addition to the rights
specified elsewhere in this Lease and subject to the further restrictions and
requirements specified elsewhere in this Lease, Landlord shall have the
following rights regarding the use of the Leased Premises and common areas by
Tenant, its employees, agents, customers and invitees, which may be exercised
without notice or liability to Tenant: to install Tenant identification
information on the directory board; to approve or disapprove of all sign
painting and lettering; to grant any person exclusive right to conduct any
business or render service in the Building, provided that such exclusive right
shall not limit Tenant's use of the Leased Premises as outlined in Item L of
Section 1.02; and to control the common areas in such a manner as the Landlord
deems reasonably necessary and proper and in a manner consistent with comparable
buildings within the Indianapolis metropolitan area including, but not limited
to, requiring all persons entering or leaving the Building to identify
themselves to security guards; excluding or expelling peddlers, solicitors or
loud or unruly persons from the Building; and closing and limiting access to the
Building or other part thereof, including entrances, corridors, doors,
elevators, during times of emergencies, or repairs or after regular business
hours.

        SECTION 3.03. ACCESS TO LEASED PREMISES. Landlord reserves the right to
enter the Leased Premises in any emergency or to provide the cleaning and
janitorial services described in Section 5.01(E), and also after advance notice
to inspect the same, to alter, improve, remodel or repair the Leased Premises or
any portion of the Building of which the Leased Premises are a part, driveways,
sidewalks and parking lots without abatement of rent and without incurring any
liability to Tenant therefor. Landlord shall also have the right to enter the
Leased Premises during Tenant's normal business hours with advance notice to
Tenant, and to show the same to prospective purchasers, mortgagees and tenants.
If representatives of Tenant shall not be present to open and permit such entry
to the Leased Premises at any time, and such entry is necessary or permitted
hereunder, Landlord and its employees and agents may enter the Leased Premises
by means of a master or pass key or otherwise. Except for claims for which
Landlord would otherwise be responsible to Tenant under this Lease, Landlord
shall incur no liability to Tenant for such entry, nor shall such entry
constitute an eviction of Tenant or a termination of the Lease, or entitle
Tenant to any abatement of rent therefor provided that any occurrence shall be
subject to the confidentiality provisions in any confidentiality letter executed
between Landlord or Tenant. In addition, during the final six (6) months of this
Lease or any renewal term, Landlord may place on the Leased Premises where
appropriate the usual notices "For Lease" or "For Sale" or other similar notices
which Tenant shall permit to remain without molestation. Tenant may designate
areas in the Leased Premises as secure areas, and except in bona fide
emergencies, Landlord or its personnel shall not enter any secure area without
being accompanied by a designated representative of Tenant. Landlord shall use
all reasonable efforts not to disturb Tenant or Tenant's business while Landlord
is in the Leased Premises. Except as otherwise agreed between Landlord and
Tenant, Landlord shall not be responsible for providing cleaning or janitorial
services or the replacement of lamps, bulbs, starters or ballasts or interior
window washing for such secure areas. Any persons affiliated with Landlord
entering upon the Leased Premises without an escort provided by Tenant must be
clearly identified and possess visible credentials.


                                        4
<PAGE>   8
        SECTION 3.04. SURRENDER OF LEASED PREMISES. At the end of the Lease Term
or other sooner termination of this Lease, Tenant will peaceably deliver up to
the Landlord possession of the Leased Premises, together with all improvements
or additions upon or belonging to the same, by whomsoever made, in the same
condition as received, or first installed or as altered with Landlord's consent
pursuant to Section 6.03, ordinary wear and tear and damage by fire, earthquake,
Act of God or the elements alone excepted. Upon the termination of this Lease,
Tenant shall at Tenant's sole cost, remove all counter, trade fixtures, office
furniture and equipment installed by Tenant unless otherwise agreed to in
writing by Landlord. Tenant shall also repair any damage caused by such removal.

        SECTION 3.05. HOLDING OVER. In the event Tenant remains in possession of
the Leased Premises or any part thereof without the consent of Landlord after
the expiration or earlier termination of this Lease, Tenant shall be deemed to
hold the Leased Premises as a tenant on a month-to-month basis, subject to all
of the terms, conditions, covenants and provisions of this Lease (which shall be
applicable during the holdover period), except that Tenant shall pay to Landlord
One Hundred Seventy-Five Percent (175%) of the sum of last current Basic Annual
Rent (hereinafter defined) plus Excess Operating Costs (hereinafter defined),
which rent shall be payable to Landlord on demand. Tenant shall vacate and
surrender the Leased Premises to Landlord upon Tenant's receipt of notice from
Landlord to vacate. No holding over by Tenant, whether with or without the
consent of Landlord, shall operate to extend this Lease except as otherwise
expressly provided herein.

                                    ARTICLE 4
                                      RENT

        SECTION 4.01. COMPONENTS OF RENT. Tenant hereby agrees to pay to
Landlord as rent for the Leased Premises an amount composed of the aggregate of
the components of rent hereinafter identified and defined as "Basic Annual Rent"
and Tenant's share of "Excess Operating Costs". The aggregate of all such
rentals may be referred to hereinafter as "Rental". The annual Rental shall be
due and payable in twelve (12) equal installments on the first day of each
calendar month during the term of this Lease. Tenant hereby agrees to pay the
monthly Rental installments to Landlord as provided in Item M Section 1.02 of
this Lease or at such other location as Landlord may designate in writing from
time to time, in advance without demand and without any deduction, abatement,
counterclaim or set off except as expressly provided in this Lease. In the event
of a partial month at the beginning of the term of this Lease, the Rental and
any other charges or costs, payable by Tenant shall be prorated on the basis of
a thirty (30) day month. Any portion of the monthly Rental installments not paid
within ten (10) days of when due shall bear a delinquency charge equal to five
percent (5%) of the amount of the Rental due and unpaid multiplied by the number
of months or fraction thereof, during which time such Rental remains overdue.
All Rental and other charges payable by Tenant pursuant to the terms of this
Lease shall be payable without relief from valuation and appraisement laws, and
with reasonable attorneys' fees and costs of collection.

        SECTION 4.02. BASIC ANNUAL RENT. Tenant hereby agrees to pay Basic
Annual Rent for Leased Premises in the amount specified in Item D, Section 1.02
of this Lease without a right of set-off, except as expressly provided in this
Lease, payable in advance in equal consecutive monthly installments as specified
in Item E, Section 1.02 of this Lease, on or before the first day of each month
during the Lease Term.

        SECTION 4.03. EXCESS OPERATING COST. Tenant shall pay as additional
rental an amount equal to its Building Percentage of the operating costs that
are in excess of Landlord's Share of Operating Costs as specified in Item F,
Section 1.02 of this Lease ("Excess Operating Costs") for the term of this
Lease. "Landlord's Share of Operating Costs", as that term is used herein, shall
consist of all costs and expenses incurred by Landlord to maintain all
facilities used in the operation of the Land and the Building and its environs
as may be determined by Landlord to be necessary during the first twelve (12)
months after the Commencement Date. All operating costs shall be determined in
accordance with generally accepted accounting principles which shall be
consistently applied, and shall be annualized in new or refurbished structures
that commence operation during a calendar year, by dividing the total costs by
the number of months the structure is in operation, and multiplying that result
by twelve (12). Except to the extent herein otherwise provided, the term
operating costs" as used herein shall mean all costs and expenses (but


                                        5
<PAGE>   9

not specific costs which are separately billed to and paid or reimbursed by
specific tenants) of every kind and nature which Landlord shall pay, become
obligated to pay, or would have paid or incurred if the Building had been
ninety-five percent (95%) occupied, because of, or in connection with the
ownership and operation of the Building, including, but not limited to, and
subject to the further limitations or exclusions as set forth below, the
following:

(A)     Wages, salaries, fringe benefit costs, payroll taxes, unemployment
        compensation payments, workmen's compensation insurance premiums and
        other related costs of all on-site and off-site employees engaged in the
        operation, maintenance and security of the Building; costs of building
        employee uniforms and cleaning thereof; the cost of fair rental value of
        a Building Management Office in the Building; and the management fees
        payable by Landlord (excluding brokerage commission for leasing) for
        management of the Building which shall not exceed in any twelve (12)
        month period 4% of the gross rentals for the Building.

(B)     All labor, supplies and materials used in the operation, cleaning and
        maintenance of the Building and the repair and maintenance of all of its
        machinery and equipment.

(C)     Cost of all utilities, including water, sewer, gas, steam, electricity,
        sewer use charges and utility taxes incurred by Landlord during the
        operation of the Building.

(D)     Cost of all maintenance and service agreements of the Building and the
        equipment therein, including, without limitation, alarm service, trash
        removal and window cleaning and maintenance.

(E)     Accounting costs, including the costs of audits by certified public
        accountants, pertaining to the management and operation of the Building.

(F)     Cost of all insurance, including without limitation, fire, casualty,
        liability and rental abatement insurance applicable to the Building and
        Landlord's personal property used in connection with the operation and
        maintenance of the Building.

(G)     Cost of repairs, replacements and general maintenance of the Building
        and each part thereof (excluding repairs, replacements and general
        maintenance paid by proceeds of insurance or by Tenant or other third
        parties, and alterations attributable solely to other tenants of the
        Building).

(H)     Snow removal, landscaping and any and all other common area maintenance
        costs related to public areas, including sidewalks and landscaping on
        the Building site.

(I)     Amortization of capital improvements made to the Building subsequent to
        the Commencement Date of the Lease which may be required by governmental
        authorities, or which may improve the operating efficiency of the
        Building from Landlord's efforts to reduce operating costs.

        Excluded from the definition of operating costs of the Building are the
        following:

(A)     Taxes (as hereinafter defined);

(B)     Franchise or income taxes imposed upon Landlord;

(C)     Mortgage amortization and interest;

(D)     Leasing commissions;

(E)     The cost of tenant installations and decorations incurred in connection
        with preparing space for any Building tenant, including workletters,
        concessions and warranty claims;

(F)     Ground rent, if any;


                                        6
<PAGE>   10
(G)     Cost incurred by Landlord associated with Year 2000 compliance.

(H)     Wages, salaries and benefits paid to any persons above the grade of
        Building Manager;

(I)     Legal and accounting fees relating to (i) disputes with tenants,
        prospective tenants or other occupants of the Building, (ii) disputes
        with purchasers, prospective purchasers, mortgagees or prospective
        mortgagees of the Building or the Real Property or any part of either,
        or (iii) negotiations of leases, contracts of sale or mortgages;

(J)     Costs of services provided to other tenants of the Building on a
        "rent-inclusion" basis which are not provided to Tenant on such basis;

(K)     Costs that are reimbursed out of insurance, warranty or condemnation
        proceeds, or which are reimbursable by Tenant or other tenants other
        than pursuant to an expense escalation clause;

(L)     Costs in the nature of penalties or fines;

(M)     Costs for services, supplies or repairs paid to any related entity in
        excess of costs that would be payable in an "arm's length" or unrelated
        situation;

(N)     Allowances, concessions or other costs and expenses of improving or
        decorating any demised or demisable space in the Building;

(O)     Appraisal, advertising and promotional expenses in connection with
        leasing of the Building;

(P)     The costs of installing, operating and maintaining a specialty
        improvement, including a cafeteria, lodging or private dining facility,
        or an athletic, luncheon or recreational club;

(Q)     Any costs or expenses (including fines, interest, penalties and legal
        fees) arising out of Landlord's failure to timely pay operating costs or
        Taxes;

(R)     Costs incurred in connection with the removal, encapsulation or other
        treatment of any Hazardous Materials existing in, upon or under the
        Land, the Building or the Leased Premises as of the date hereof,

(S)     The cost of capital improvements other than those expressly included in
        operating costs pursuant to Section 4.03(I) of this Lease,

(T)     Political and charitable contributions;

(U)     Costs of selling, syndicating, financing or mortgaging the Land and
        Building;

(V)     Expenses incurred by Landlord for casualties which are insurable under
        Section 8.01;

(W)     Expenses for replacements under warranty;

(X)     The costs of correcting defects in the construction of the Building or
        in the Building equipment (including without limitation the HVAC
        systems);

(Y)     Any penalty or fine incurred for non-compliance with applicable building
        or fire codes by Landlord or any other tenant;

(Z)     Landlord's general overhead expenses not related to the Building; and


                                        7
<PAGE>   11

(AA)    Costs incurred in connection with any portion of the Building which is
        used for commercial concessions.

        SECTION 4.04. ESTIMATED EXCESS OPERATING COSTS. Landlord shall estimate
the Excess Operating Costs annually, and detail itemized written notice thereof
shall be given to Tenant prior to, or within a reasonable time after, the
beginning of each calendar year commencing in 2001. Tenant shall pay its share
of the Estimated Excess Operating Costs in twelve (12) equal monthly
installments payable on the first day of each month as part of the Rental
commencing on January 1, 2001. On the expiration or earlier termination of the
Lease Term, Landlord shall have the right to adjust the Estimated Excess
Operating Cost based on year to date information, with Tenant to pay Landlord,
within thirty (30) days after receipt of notice thereof, any increase in the
estimate attributable to the period before the Lease Term expiration. Within a
reasonable period of time after the end of each calendar year, even in cases
where the Lease terminated in the prior year, Landlord shall render to Tenant a
statement showing the actual Excess Operating Cost for Landlord's operation of
the Building during the prior calendar year, setting forth a computation of
Tenant's share of the Excess Operating Cost for the portion of the year covered
by the Lease Term. Within fifteen (30) days after receipt of said statement,
Tenant shall pay Landlord, or Landlord shall credit to Tenant, as the case may
be, the difference between the actual Excess Operating Costs for the preceding
calendar year and the Estimated Excess Operating Costs paid by Tenant during
such year. If the Lease shall commence, expire, or be terminated on any date
other than the last day of the calendar year, then the Excess Operating Costs
for such partial year shall be prorated on the basis of the number of days
during the year the Lease was in effect in relation to the total number of days
in such year. If Tenant owes Landlord any additional amounts of Excess Operating
Costs as set forth above, then such payment shall be made in a lump sum within
thirty (30) days following Tenant's receipt of the itemized statement. If
Landlord owes Tenant, then Tenant's account shall be credited in the same way
Tenant paid its Estimated Excess Operating Costs, or, following termination or
expiration of the Lease, Landlord shall pay to Tenant any such amounts within
thirty (30) days after the submission of the itemized statement of operating
costs or other payment, at Landlord's sole discretion.

        SECTION 4.05. TENANT'S AUDIT RIGHTS. Tenant shall be entitled from time
to time to audit and verify the operations of the Building and/or the related
books and records of Landlord to assure that the operating cost from time to
time reported by Landlord are consistent and in accordance with the provisions
of this Section 4.05. As to any calendar year, any such undertaking by Tenant
must be initiated before the end of the following calendar year and, absent
fraud or gross negligence on Landlord's part, the operating costs as timely
reported by Landlord for such calendar year shall be deemed controlling upon the
expiration of Tenant's audit and verification rights for such calendar year
under this Section 4.05. In the event of any errors, the appropriate party shall
make a correcting payment in full to the other party within thirty (30) days
after the determination and communication to all parties of the amount of such
error. In the event of any errors on the part of Landlord in excess of three
percent (3%) of the total annual amount of Tenant's Excess Operating Costs.
Landlord shall also reimburse Tenant for all costs of such audit and
verification reasonably incurred by Tenant within such thirty (30) day period.

        SECTION 4.06 REAL ESTATE TAXES. Tenant shall pay as additional rental
during the term of this Lease its share equal to the Building Percentage of the
Taxes (as hereinafter defined). "Taxes", as that term is used herein, shall
consist of all real estate taxes, assessments, sewer and water rents, rates and
charges and other governmental levies, impositions or charges, whether general,
special, ordinary, extraordinary, foreseen or unforeseen, which are actually
assessed, levied or imposed upon all or any part of the Land and Building,
together with all personal property taxes, assessments, rates and charges and
other governmental levies, impositions or charges, whether general, special,
ordinary, extraordinary, foreseen or unforeseen, which are actually assessed,
levied or imposed upon all or any part of any personal property owned or held by
Landlord and located at or used in connection with the Land and Building, and
all expenses (including reasonable attorneys' fees and disbursements) incurred
in contesting any of the foregoing. Taxes shall not include (i) interest or
penalties incurred by Landlord as a result of Landlord's late payment of Taxes
or (ii) franchise, transfer, inheritance, gift, estate or net income taxes
imposed upon Landlord.


                                        8
<PAGE>   12
                                    ARTICLE 5
                       UTILITY AND OTHER BUILDING SERVICES

        SECTION 5.01. SERVICES TO BE PROVIDED. Landlord shall furnish to Tenant
the following utilities and other building services to the extent reasonably
necessary for Tenant's comfortable use and occupancy of the Leased Premises for
general office use or as may be required by law or directed by governmental
authority:

(A)     Heating, ventilation and air-conditioning ("HVAC") between the hours of
        7:00 a.m. and 7:00 p.m. Monday through Friday and 8:00 a.m. to 2:00 p.m.
        on Saturday of each week except on legal holidays. The HVAC system
        serving the Leased Premises shall be designed to maintain average
        ambient temperatures within the Leased Premises during the hours of 7:00
        a.m. to 7:00 p.m. on Monday through Friday 8:00 a.m. to 2:00 p.m. on
        Saturdays of (i) not less than 72 degrees Fahrenheit during the heating
        system when the outdoor temperature is -3 degrees Fahrenheit or more and
        (ii) not more than 74 degrees Fahrenheit during the cooling season, when
        the outdoor temperatures are at 91 degrees Fahrenheit, with, in the case
        of clauses (i) and (ii), a population load per floor of not more than
        one person per 100 square feet of usable area and a total electrical
        load, including lighting and power, not exceeding 7 watts per square
        foot.;

(B)     Subject to interruptions beyond Landlord's control, electrical current
        not to exceed seven (7) watts per square foot. At all times Tenant's use
        of electric current shall never exceed or place excessive demands on the
        capacity of the feeders to the Building or the risers or wiring
        installation; Landlord shall have the right to have the Leased Premises
        metered separately and the cost of metering shall be paid by Tenant if
        Tenant's use is significantly greater than its initial use with an
        equitable adjustment in Tenant's share of Excess Operating Costs.

(C)     Water in the Common Areas for lavatory and drinking purposes;

(D)     Automatic elevator service;

(E)     Cleaning and janitorial service in accordance with the standards as set
        forth in Exhibit G attached; provided, however, Tenant shall be
        responsible for any expenses of carpet cleaning other than routine
        vacuuming;

(F)     Replacement of all lamps, bulbs, starters and ballasts in Building
        standard lighting as required from time to time as a result of normal
        usage (nonstandard lighting bulbs will be stocked by Landlord for Tenant
        at Tenant's expense);

(G)     Cleaning, maintenance and landscaping of the Common Areas, including the
        removal of rubbish and snow; and

(H)     Repair and maintenance to the extent specified elsewhere in this Lease.

(I)     Security for the Building consistent with security provided to
        comparable buildings and specifically providing for after hours security
        for monitoring the parking lot and common areas of the Building for the
        general protection and security of the Building's tenants.

All repairs, including all structural repairs to the Building and the Leased
Premises, the exterior of the Building, and the common areas (including the
parking lot), performed by Landlord shall be completed to the extent practical
in a manner so as not to unreasonably interfere with Tenant's normal business
operations. Landlord shall respond within twenty-four (24) hours to a notice
from Tenant of a repair to the Leased Premises required by this Lease and
proceed diligently to complete such repair.


                                        9
<PAGE>   13

        SECTION 5.02. SERVICES. If Tenant requests any other utilities or
building services in addition to those identified above or any of the above
utilities or building services in frequency, scope, quality or quantity
substantially greater than those which Landlord reasonably determines are
normally required by other tenants in the Building for general office use, then
Landlord shall use commercially reasonable efforts to attempt to furnish Tenant
with such additional utilities or building services. In the event Landlord is
able to and does furnish such additional utilities or building services, the
reasonable and customary costs thereof actually incurred by Landlord shall be
borne by Tenant, who shall reimburse Landlord monthly for the same as additional
rent at the same time monthly Rental installments and other Rental is due.

        If any lights, machines or equipment (including but not limited to
computers) used by Tenant in the Leased Premises that were not expressly
specified by the Plans and Specifications materially affect the temperature
otherwise maintained by the Building's air-conditioning system or generate
substantially more heat in the Leased Premises than that which would normally be
generated by the lights and business machines typically used by other tenants in
the Building or by tenants in comparable office buildings, then Landlord shall
have the right to install any machinery or equipment, which Landlord considers
reasonably necessary, in order to restore the temperature balance between the
Leased Premises and the rest of the Building, including equipment which modifies
the Building's air-conditioning system. All reasonable costs actually expended
by Landlord to install any such machinery and equipment and any additional costs
of operation and maintenance occasioned thereby in excess of the normal costs to
provide HVAC to the Leased Premises as contemplated in Section 5.01 hereof
(which normal costs are an Excess Operating Cost for which Tenant is obligated
to pay its Building Percentage) shall be borne by Tenant, who shall reimburse
Landlord for the same.

        If Landlord determines that the electricity used by any equipment
installed or connected by Tenant exceeds the designed load capacity of the
Building's electrical system or is in any way incompatible therewith, then
Landlord shall have the right to make such modifications to the electrical
system or other parts of the Building or Leased Premises, or to require Tenant
to make such modifications to the equipment to be installed or connected, as
Landlord considers to be reasonably necessary before such equipment may be so
installed or connected. The reasonable cost of any such modifications shall be
borne by Tenant, who shall reimburse Landlord for the same (or any portion
thereof actually paid by Landlord).

        SECTION 5.03. INTERRUPTION OF SERVICES. Tenant understands, acknowledges
and agrees that any one or more of the utilities or other building services
identified in Section 5.01 may be interrupted by reason of accident, emergency
or other causes beyond Landlord's control, or may be temporarily discontinued or
diminished temporarily by Landlord or other persons until certain repairs,
alterations or improvements can be made; that Landlord does not represent or
warrant that the availability and capacity of such utilities or building
services shall continue uninterrupted and unchanged, and that any such
interruption or change shall not be deemed an eviction or disturbance of
Tenant's right to possession, occupancy and use of the Leased Premises or any
part thereof, or except as provided below render Landlord liable to Tenant for
damages by abatement of rent or otherwise, or relieve Tenant from the obligation
to perform its covenants under this Lease. If any service described in Section
5.01 (A), (B) or (C) is disrupted as a result of an event within Landlord's
control that is not due to an act of Tenant, its employees, agents, invitees or
contractors and the Leased Premises are rendered untenantable (which term
"untenantable" for the purpose of this Lease shall mean the Leased Premises and
reasonable means of access thereto cannot be used by Tenant in substantially the
same manner and at the same time as Tenant has utilized the Leased Premises in
the normal conduct of its business and Tenant cannot and does not occupy the
Leased Premises for a period of three (3) consecutive calendar days, then
commencing from and after said three (3) day period, the amount of Rental that
is allocable for the area of the Leased Premises which is untenantable shall
abate for the duration of such untenantability until the remedy of the condition
which caused the untenantability and the restoration of services necessary to
allow Tenant to resume occupation of the Leased Premises for the normal conduct
of its business.


                                       10
<PAGE>   14
                                    ARTICLE 6
                       REPAIRS, MAINTENANCE, ALTERATIONS,
                            IMPROVEMENTS AND FIXTURES

        SECTION 6.01. REPAIR AND MAINTENANCE OF BUILDING. Subject to Section
6.02 and except for any repairs necessitated by the negligence, misuse, or
default of Tenant, its employees, agents, customers and invitees, Landlord shall
make all necessary repairs to the exterior walls, exterior doors, windows,
corridors and other common areas of the Building (including the parking lot and
landscaping serving the Building), and Landlord shall keep the Building in a
safe, clean and neat condition and use commercially reasonable efforts to keep
all equipment used in common with other tenants such as elevators, plumbing,
heating, air conditioning and similar equipment, in good condition and repair.
Except as provided in Article 7 and Sections 5.01 and 5.03 hereof, there shall
be no abatement of rent and no liability of Landlord by reason of any injury to
or interference with Tenant's business arising from the making of any repairs,
alterations or improvements in or to any portion of the Building or the Leased
Premises or in or to any fixtures, appurtenances and equipment therein or
thereon.

        SECTION 6.02. REPAIR AND MAINTENANCE OF LEASED PREMISES. Landlord shall
keep and maintain the Building, Common Areas, and the Leased Premises in good
order, condition and repair and in a manner consistent with comparable
buildings. In the event of any necessary repair to the Leased Premises, Tenant
shall notify Landlord and Landlord shall immediately dispatch appropriate
contractors or its personnel to repair or replace such articles in order to
return the Leased Premises in good order, condition and repair in substantially
the same condition as of the Commencement Date, ordinary wear and tear excepted.

        SECTION 6.03. ALTERATIONS OR IMPROVEMENTS. Upon prior written consent
from Landlord, which consent shall not be unreasonably withheld, conditioned or
delayed, alterations or improvements may be made by Tenant to the Leased
Premises; provided however, such alterations or improvements shall be, at
Tenant's election, either (i) made by Landlord, or contractors selected by
Tenant and approved by Landlord following its receipt of competitive bids from
not less than three (3) qualified contractors, or (ii) made by Tenant or
contractors selected by Tenant and approved by Landlord, which approval shall
not be unreasonably withheld. All costs attributable to said alterations or
improvements shall be borne by Tenant, including, but not limited to all
construction costs, fees, architectural costs, permit fees, and attorney fees.
Any alterations or improvements to the Leased Premises, except movable office
furniture, moveable office walls, panels and partitions, equipment and trade
fixtures, shall become part of the realty Building, and be the property of
Landlord, and shall not be removed by Tenant upon expiration or termination of
the Lease. Any non-structural decorations of the Leased Premises (including
painting, wall papering, picture hanging, etc.) by Tenant shall be permitted and
authorized to be completed by Tenant without the prior approval of or
authorization from Landlord.

        SECTION 6.04. TRADE FIXTURES. Any trade fixtures installed on the Leased
Premises by Tenant at its own expense, such as movable partitions, counters,
shelving, filing cabinets, showcases, mirrors, pictures, art work and the like,
may, and, at the request of Landlord, shall be removed on the expiration or
earlier termination of this Lease, provided that Tenant bears the cost of such
removal, and further that Tenant repairs at its own expense any and all damages
to the Leased Premises resulting from such removal.

        SECTION 6.05. RIGHT TO CHANGE PUBLIC PORTIONS OF THE BUILDING. At any
time after the completion of the Landlord's Work, Landlord shall have the right
to change the arrangement or location of such of the following as are not
contained within the Leased Premises or any part thereof: entrances, signs,
passageways, doors and doorways, corridors, stairs, toilets and other like
public service portions of the Building; providing, however, that in no event
shall Landlord change the arrangement or location of the elevators serving the
Leased Premises, make any change which shall diminish the area of the Leased
Premises, make any change which shall interfere with the access to the Leased
Premises from and through the Building, or change the character of the Building
from that of a first-class office building.


                                       11
<PAGE>   15
                                    ARTICLE 7
                     FIRE OR OTHER CASUALTY; EMINENT DOMAIN

        SECTION 7.01. SUBSTANTIAL DESTRUCTION OF THE BUILDING OR THE LEASED
PREMISES. If either the Building or the Leased Premises should be substantially
destroyed or damaged (which as used herein, means destruction or material damage
to at least 50% of the Building or 50% of the Leased Premises) by fire or other
casualty, then Landlord or Tenant may, at its option, terminate this Lease by
giving written notice of such termination to the other party within thirty (30)
days after the date of such casualty. In such event, Rental shall cease as of
the date of such casualty. If neither party exercises this option, then the
Leased Premises shall be reconstructed and restored, at Landlord's expense, to
substantially the same condition as they were prior to the casualty; provided
however, that Landlord's obligation hereunder shall be limited to the
reconstruction of Landlord's Work; and further provided that if Tenant has made
any additional improvements pursuant to Section 6.03, Tenant shall either
reimburse Landlord for the cost of reconstructing the same or Tenant, at
Tenant's option, shall be responsible for reconstructing or restoring such
improvements or alterations at its sole cost and expense, to which Landlord
grants its prior consent and approval. In the event of such reconstruction, rent
shall be abated from the date of the casualty until substantial completion of
the reconstruction repairs;, and this Lease shall continue in full force and
effect for the balance of the Lease Term.

        SECTION 7.02. PARTIAL DESTRUCTION OF THE LEASED PREMISES. If the Leased
Premises should be damaged by fire or other casualty, but not substantially
destroyed or damaged to the extent provided in Section 7.01, then, such damaged
part of the Leased Premises shall be reconstructed and restored, at Landlord's
expense, to substantially the same condition as it was prior to the casualty;
provided however, that Landlord's obligation hereunder shall be limited to the
reconstruction of Landlord's Work; and further provided that if Tenant has made
any additional improvements pursuant to Section 6.03, Tenant shall reimburse
Landlord for the cost of reconstructing the same or Tenant, at Tenant's option,
shall be responsible for reconstructing or restoring such improvements or
alterations at its sole cost and expense, to which Landlord grants its prior
consent and approval. In such event, if the damage is expected to prevent Tenant
from carrying on its business in the Leased Premises to an extent exceeding 20%
of its normal business activity, Rental shall be abated in the proportion which
the approximate area of the damaged part bears to the total area in the Leased
Premises from the date of the casualty until substantial completion of the
reconstruction repairs; and this Lease shall continue in full force and effect
for the balance of the Lease Term. Landlord shall use reasonable diligence in
completing such reconstruction repairs, but in the event Landlord fails to
complete the same within one hundred eighty (180) days from the date of the
casualty, Tenant may, at its option, terminate this Lease by giving Landlord
written notice of such termination, whereupon both parties shall be released
from all further obligations and liability hereunder.

        SECTION 7.03. EMINENT DOMAIN. If the whole or any part of the Leased
Premises or Building or Land (including the parking lot) (collectively referred
to as "Property") shall be taken for public or quasi-public use by a
governmental or other authority having the power of eminent domain or shall be
conveyed to such authority in lieu of such taking, and if such taking or
conveyance shall cause the remaining part of the Property to be untenantable and
inadequate for use by Tenant for the purpose for which they were leased, then
either Landlord or Tenant may, at their respective option, terminate this Lease
as of the date Tenant is required to surrender possession of the Property by
giving written notice of such termination to the other party. If a part of the
Property shall be taken or conveyed but the remaining part is tenantable and
adequate for Tenant's use, then this Lease shall be terminated as to the part
taken or conveyed as of the date Tenant surrenders possession; Landlord shall
make such repairs, alterations and improvements as may be necessary to render
the part not taken or conveyed tenantable; and Rental shall be reduced in
proportion to the part of the Leased Premises so taken or conveyed. However, if
the compensation awarded (reduced by any application thereof by Landlord's
mortgagee to its mortgage) is insufficient to restore the Property, Landlord
shall have the option to terminate this Lease as of the date Tenant is required
to surrender possession of the Leased Premises by giving Tenant written notice
of such termination. All compensation awarded for such taking or conveyance
shall be the property of Landlord without any deduction therefrom, for any
present or future estate of Tenant. However, Tenant shall have the right to
recover from such authority, but not from


                                       12
<PAGE>   16
Landlord, such compensation as may be awarded to Tenant on account of moving and
relocation expenses and depreciation to and removal of Tenant's property.

                                    ARTICLE 8
                                    INSURANCE

        SECTION 8.01. LANDLORD'S INSURANCE. Landlord shall at all times during
the Lease Term carry, at its expense, primary, non-contributory insurance on the
Building against fire and extended coverage or "all risk" insurance, in an
amount equal to at least ninety percent (90%) of the full insurable replacement
value of the Building (exclusive of the costs of excavation, foundations and
footings and such risks as are to be covered by Tenant's insurance), or such
other coverages to prevent Landlord from a co-insured. Additionally, Landlord
shall maintain in effect at all times during the Lease Term comprehensive public
liability insurance, with limits of not less than Two Million and No/100 Dollars
($2,000,000.00) for personal injury, bodily injury, sickness, disease or death
and Five Hundred Thousand and No/100 Dollars ($500,000.00) for damage or injury
to or destruction of property, including loss of use thereof (for any one
occurrence). On request Landlord shall deliver to Tenant appropriate evidence of
such insurance. Provided, however, that Landlord shall not be responsible for,
and shall not be obligated to insure against, any loss of or damage to any
personal property of Tenant or which Tenant may have in the Building or the
Leased Premises or any trade fixtures installed by or paid for by the Tenant on
the Leased Premises or any additional improvements which Tenant may construct on
the Leased Premises, and Landlord shall not be liable for any loss or damage to
such property, regardless of cause, including the negligence of Landlord and its
employees, agents, customer and invitees.

        SECTION 8.02. LANDLORD'S RESPONSIBILITY. Landlord shall assume the risk
of, be responsible for, have the obligation to insure against, and indemnify
Tenant and hold it harmless from, any and all liability for any loss of or
damage or injury to person (including death resulting therefrom) or property
(other than Tenant's property as provided in Section 8.01.) occurring in, or
about the Common Areas, including but not limited to loss or damage or injury
resulting from noncompliance with statutes and regulations and the existence of
Hazardous Substances in or under the Building regardless of cause, except for
that caused solely by the negligence of, intentional act or omission or breach
of this Lease by Tenant and its employees, agents, customers and invitees.
Landlord's obligation to indemnify Tenant hereunder shall include the duty to
defend against any claims asserted by reason of such loss, damage or injury and
to pay any judgment, settlements, costs, fees and expenses, including attorneys'
fees, incurred in connection therewith and shall survive termination or
expiration of this Lease.

        SECTION 8.03. TENANT'S INSURANCE. Tenant, in order to enable it to meet
its obligation to insure against the liabilities specified in this Lease, shall
at all times during the Lease Term carry, at its own expense, for the protection
of Tenant, Landlord and Landlord's management agent, as their interest may
appear, one or more policies of general public liability and property damage
insurance, issued by one or more insurance companies rated A- or better by A.M.
Best Insurance Ratings Service with the following minimum coverages:

(A)     Worker's Compensation - minimum statutory amount.

(B)     Comprehensive General Liability Insurance including - Not less than
        $1,000,000 Blanket, Contractual Liability, Broad Form Property Combined
        Single Damage, Personal Injury, Completed Operations, Limit for both
        bodily Products Liability & property damage.

(C)     Primary, non-contributory Fire and Extended Coverage, Vandalism and
        Malicious Mischief, and Sprinkler Leakage insurance, for the full cost
        of replacement of Tenant's property.

(D)     Business interruption insurance for a period of at least six (6) months.


                                       13
<PAGE>   17

        Such insurance policy or policies shall name Landlord and Landlord's
management agent as additional insureds (proceeds of the business interruption
insurance shall not be payable to Landlord or Landlord's management agent) and
shall provide that they may not be canceled on less than thirty (30) days' prior
written notice to Landlord. Tenant shall furnish Landlord with Certificates of
Insurance evidencing such coverage. Should Tenant fail to carry such insurance
and furnish Landlord with such Certificates of Insurance after a written request
to do so and failure for a period of fifteen (15) days thereafter, Landlord
shall have the right to collect the cost thereof from Tenant as additional rent.

        SECTION 8.04. TENANT'S RESPONSIBILITY. Tenant shall assume the risk of,
be responsible for, have the obligation to insure against, and indemnify
Landlord and hold it harmless from any and all liability for any loss of or
damage or injury to any person (including death resulting therefrom) or property
occurring in, or about the Leased Premises including but not limited to loss or
damage or injury resulting from its noncompliance with statutes and regulations,
regardless of cause, except for any loss or damage from fire or other casualty
as provided in Section 8.01 and except for that caused by the intentional act or
omission or breach of this Lease by Landlord or by the sole negligence of
Landlord and its employees, agents, customers and invitees. Tenant's obligation
to indemnify Landlord hereunder shall include the duty to defend against any
claims asserted by reason of such loss, damage or injury and to pay any
judgment, settlements, costs, fees and expenses, including attorneys' fees,
incurred in connection therewith and shall survive termination or expiration of
this Lease. Notwithstanding anything herein to the contrary, Tenant shall bear
the risk of any loss or damage to its property as provided in Section 8.01.

        SECTION 8.05. WAIVER OF SUBROGATION. Landlord and Tenant hereby release
each other and each other's employees, agents, customers and invitees from any
and all liability for any loss of or damage or injury to person or property
occurring in, on or about or to the Leased Premises, the Building or personal
property within the Building by reason of fire or other casualty which could be
insured against under a standard fire and extended coverage insurance policy,
regardless of cause, including negligence of Landlord or Tenant and their
respective employees, agents, customers and invitees, and agree that such
insurance carried by either of them shall contain a clause whereby the insurer
waives its right of subrogation against the other party. Because the provisions
of this Section 8.05 are intended to preclude the assignment of any claim
mentioned herein by way of subrogation or otherwise to an insurer or any other
person, each party to this Lease shall give to each insurance company which has
issued to it one or more policies of fire and extended coverage insurance notice
of the provisions of this Section 8.05 and have such insurance policies properly
endorsed, if necessary, to prevent the invalidation of such insurance by reason
of the provisions of this Section 8.05.

                                    ARTICLE 9
                                      LIENS

        SECTION 9.01. LIENS. If, because of any act or omission of Tenant or any
person claiming by, through, or under Tenant, any mechanic's lien or other lien
shall be filed against the Leased Premises or the Building or against other
property of Landlord (whether or not such lien is valid or enforceable as such),
Tenant shall, at its own expense, cause the same to be discharged of record
within thirty-five (35) days after the date of filing thereof, and shall also
indemnify Landlord and hold it harmless from any and all claims, losses,
damages, judgments, settlements, costs and expenses, including attorneys' fees,
resulting therefrom or by reason thereof. Landlord may, but shall not be
obligated to, pay the claim upon which such lien is based so as to have such
lien released of record; and, if Landlord does so, then Tenant shall pay to
Landlord, as Additional Rent, upon demand, the amount of such claim, plus all
other costs and expenses incurred in connection therewith, plus interest thereon
at the rate of fifteen percent (15%) per annum until paid. Notwithstanding the
foregoing, if Tenant shall, in good faith, contest the validity of any such
lien, claim or demand, then Tenant shall, at its sole cost and expense, defend
and protect itself, the Landlord and the Land and Building against the same and
shall pay and satisfy any such adverse judgment that may be rendered thereon
because of the enforcement thereof against the Landlord or the Land and
Building. If Landlord shall require, Tenant shall furnish to Landlord a surety
bond reasonably satisfactory to Landlord in an amount equal to one and one-half
(1 1/2) times the amount of such contested lien, claim or demand, indemnifying
Landlord against


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<PAGE>   18
liability for the same, as required by applicable law for the holding of the
Land and Building free from effect of such lien or claim.

                                   ARTICLE 10
                    RENTAL, PERSONAL PROPERTY AND OTHER TAXES

        SECTION 10.01. TAXES. Tenant shall pay, before delinquency, any and all
taxes, assessments, fees or charges, including any sales, gross income, rental,
business occupation or other taxes, levied or imposed upon Tenant's business
operations in the Leased Premises and any personal property or similar taxes
levied or imposed upon Tenant's trade fixtures, leasehold improvements or
personal property located within the Leased Premises. In the event any such
taxes, assessments, fees or charges are charged to the account of, or are levied
or imposed upon the property of Landlord, Tenant shall reimburse Landlord for
the same as additional rent. Notwithstanding the foregoing, Tenant shall have
the right to contest in good faith any such item and to defer payment until
after Tenant's liability therefor is finally determined.

        If any tenant finish improvements, trade fixtures, alterations,
improvements or business machines and equipment located in or about the Leased
Premises, regardless of whether they are installed or paid for by Landlord or
Tenant and whether or not they are affixed to and become a part of the realty
Land and the property of Landlord, are assessed for real property tax purposes
at a valuation higher than that at which other such property in other leased
space in the Building is assessed, then Tenant shall reimburse Landlord as
additional rent for the amount of real property taxes shown on the appropriate
county official's records as having been levied upon the Building or other
property of Landlord by reason of such excess assessed valuation.

                                   ARTICLE 11
                            ASSIGNMENT AND SUBLETTING

        SECTION 11.01. ASSIGNMENT AND SUBLETTING BY TENANT. Tenant may not sell,
assign, or mortgage this Lease or sublet the Leased Premises or any part
thereof, without the prior written consent of Landlord, which consent shall not
be unreasonably withheld, conditioned or delayed; and any attempted assignment
or subletting without such consent shall be invalid. In the event of a permitted
assignment or subletting, unless expressly otherwise agreed by Landlord, Tenant
shall nevertheless at all times remain fully responsible and liable for the
payment of rent and the performance and observance of all of Tenant's other
obligations under the terms, conditions and covenants of this Lease. No
assignment or subletting of the Leased Premises or any part thereof shall be
binding upon Landlord unless such assignee or subtenant shall deliver to
Landlord an instrument (in recordable form, if requested) containing an
agreement of assumption of all Tenant's obligations under this Lease. Upon the
occurrence of an event of default, if all or any part of the Leased Premises are
then assigned or sublet, Landlord, in addition to any other remedies provided by
this Lease or by law, may, at its option, collect directly from the assignee or
subtenant all rent becoming due to Landlord by reason of the assignment or
subletting. Any collection by Landlord from the assignee or subtenant shall not
be construed to constitute a waiver or release of Tenant from the further
performance of its obligations under this Lease or the making of a new lease
with such assignee or subtenant.

        It shall be reasonable for Landlord to refuse, condition or delay to
give its consent if it is based on, among other things, Landlord's determination
that (i) its interest in the Lease or the Leased Premises would be adversely
affected by the financial condition or creditworthiness of the proposed assignee
or business reputation of the proposed assignee or subtenant (ii) a subtenant's
rent is greater than the Rental payable by Tenant, or (iii) the proposed use of
the Leased Premises by, or business of, the proposed assignee or subtenant would
adversely affect the Building.


                                       15
<PAGE>   19
        Notwithstanding the foregoing, Tenant shall have the right to sublease
all or any part of the Leased Premises, to assign this Lease in whole or in
part, and to otherwise transfer its interest in this Lease and the Leased
Premises to (a) any party who is an "affiliate" of Tenant within the meaning of
the Securities Act of 1933, as amended, and applicable regulations thereunder,
or (b) any successor by merger or consolidation of Tenant.

        No assignee, other than such an affiliate or successor by merger or
consolidation, or sublessee shall have any right to expand under Section 17.05
or right to extend under Section 17.01.

                                   ARTICLE 12
                              TRANSFER BY LANDLORD

        SECTION 12.01. SALE AND CONVEYANCE OF THE BUILDING. Landlord shall have
the right to sell and convey the Building at any time during the Lease Term,
subject only to the rights of Tenant hereunder; and such sale and conveyance
shall operate to release Landlord from liability hereunder after the date of
such conveyance as provided in Section 13.08.

        SECTION 12.02. SUBORDINATION. Landlord shall have the right to
subordinate this Lease to any mortgage presently existing or hereafter placed
upon the Building by so declaring in such mortgage; and the recording of any
such mortgage shall make it prior and superior to this Lease regardless of the
date of execution or recording of either document. Tenant shall, at Landlord's
request, execute and deliver to Landlord, without cost, any instrument which may
be deemed necessary or desirable by Landlord to confirm the subordination of
this Lease. Notwithstanding the foregoing, no default by Landlord under any such
mortgage shall affect Tenant's rights hereunder so long as Tenant is not in
default under this Lease. Tenant shall, in the event any proceedings are brought
for the foreclosure of any such mortgage, attorn to the purchaser upon any such
foreclosure and recognize such purchaser as the Landlord under this Lease.
Notwithstanding any contrary terms contained in this Article 12, Tenant's
subordination of its interest in the Lease is expressly conditioned upon
Tenant's receipt of a duly executed Nondisturbance and Attornment Agreement
containing terms and conditions reasonably acceptable to Landlord, Tenant and
the mortgagee or ground lessor. The Nondisturbance Agreement attached as Exhibit
"H" ("Nondisturbance Agreement") is acceptable to Landlord and Tenant. Tenant's
agreement to subordinate the Lease to any future mortgagees or ground lessors
shall be expressly conditioned upon the compliance with this section and the
execution of such mortgagees and/or ground lessors of the Nondisturbance
Agreement.

                                   ARTICLE 13
                              DEFAULTS AND REMEDIES

        SECTION 13.01. DEFAULTS BY TENANT. Each of the following events shall be
an "Event of Default" hereunder:

        (A)    Failure of Tenant to pay any installment of rent or any part
               thereof (including but not limited to failure to make any deposit
               required under the terms of this Lease) or any other payments of
               money, costs, or expenses herein agreed to be paid by Tenant
               within ten (10) days following written notice to Tenant of such
               failure provided, however, if Tenant has failed to pay more than
               two installments of Rental during any twelve (12) month period
               when due, Tenant shall be in default for any subsequent failure
               to pay any installment of Rent or any part thereof within ten
               (10) days of when due without any notice to Tenant.

        (B)    Failure to observe or perform one or more of the other terms,
               conditions, covenants, or agreements of this Lease and the
               continuance of such failure for a period of thirty (30) days, or
               other such period provided in this Lease, after written notice by
               Landlord specifying such failure (unless such failure requires
               work to be performed, acts to be done, or conditions to be
               removed which cannot


                                       16
<PAGE>   20
               by their nature reasonably be performed, done, or removed, as the
               case may be, within such thirty (30) day period or other such
               period required in this Lease, in which case no default shall be
               deemed to exist so long as Tenant shall have commenced doing the
               same within such thirty (30) day or other such period required in
               this Lease and shall diligently and continuously prosecute the
               same to completion);

        (C)    The filing of an application by Tenant for, or a consent to the
               appointment of, a receiver, trustee, or liquidator of itself or
               of all its assets;

        (D)    The filing by Tenant of a voluntary petition in bankruptcy, or
               the filing of a pleading in any court of record admitting in
               writing its inability to pay its debts as they become due;

        (E)    The making by Tenant of a general assignment for the benefit of
               creditors;

        (F)    The filing by Tenant of an answer admitting material allegations
               of or consenting to or defaulting in answering in petition filed
               against it in any bankruptcy proceedings;

        (G)    The entry of an order, judgment, or decree by any Court of
               competent jurisdiction adjudging Tenant a bankrupt or appointing
               a receiver, trustee, or liquidator of it, or all of its assets,
               and such order, judgment, or decree continuing unstayed and in
               effect for any period of sixty (60) consecutive days;

        (H)    If this Lease or the estate of Tenant hereunder shall be
               transferred to or assigned to or subleased to or shall pass to or
               devolve upon any person or party, except in a manner herein
               expressly permitted; or

        (I)    If a levy under execution or attachment shall be made against
               Tenant or its property and such execution or attachment shall not
               be vacated or removed by court order, bonding, or otherwise
               within a period of thirty (30) days.

        SECTION 13.02. REMEDIES OF LANDLORD. Upon the occurrence of any event of
default set forth in Section 13.01, Landlord shall have the following rights and
remedies, in addition to those allowed by law, any, or all of which may be
exercised without additional notice or demand upon Tenant, except as may be
required by applicable law:

               (a) proceed by appropriate judicial proceedings, either at law or
        in equity, to enforce performance or observance by Tenant of the
        applicable provisions of this Lease or to recover damages for the breach
        thereof; or

               (b) by notice to Tenant to terminate Tenant's rights under this
        Lease without terminating this Lease, whereupon Tenant's estate and all
        right of Tenant to the use of the Leased Premises shall forthwith
        terminate, but Tenant shall remain liable as hereinafter provided; and
        thereupon Landlord shall have the immediate right of re-entry and
        possession of the Leased Premises and Landlord shall have the right to
        remove all persons and property therefrom; and Landlord shall have the
        right, at Landlord's option, to re-let the Leased Premises or any
        portion thereof, upon terms and conditions determined by Landlord in its
        sole discretion; and Landlord may thenceforth hold, possess and enjoy
        the Leased Premises free from any rights of Tenant any person claiming
        through or under Tenant; but Landlord shall, nevertheless, have the
        right to recover forthwith from Tenant;

                      (i) any and all Rental and all other amounts payable by
               Tenant hereunder which may then be due and unpaid or which may
               then be accrued and unpaid,


                                       17
<PAGE>   21
                      (ii) as liquidated damages for loss of the bargain and not
               as a penalty, an amount equal to the excess of the aggregate of
               all unpaid Rental which would have been payable if Tenant's
               rights under this Lease had not been terminated prior to the end
               of the state term hereof over the aggregate fair rental value of
               the Leased Premises at the date of termination of Tenant's rights
               under this Lease for the period from such Tenant's rights
               termination date to the end of the stated term hereof, both
               discounted in accordance with accepted financial practice at the
               rate of 4% per annum to then present worth, and

                      (iii) all reasonable fees, costs and expenses incurred by
               Landlord in obtaining possession, and in altering, repairing and
               putting the Leased Premises or any portion thereof in good order,
               including reasonable fees and expenses of attorneys, engineers,
               mechanics, and other skilled persons, and other reasonable
               expenses and commissions, and, upon the dates when Rental is owed
               thereafter until the end of the stated term of this Lease, the
               amounts of money herein specified to be payable by Tenant as
               Rental hereunder deducting any rent which Landlord shall actually
               receive in the meantime from any re-letting of the Leased
               Premises or any portion thereof;

                      (iv) any and all reasonable attorney's fees and expenses
               which Landlord shall have sustained by reason of the breach of
               any provision of this Lease; or

               (c) declare all Rental for the balance of the term of this Lease
        then in effect, without any discount therefrom, to be immediately due
        and payable, as though expressly made payable in advance prior to the
        occurrence of such event of default, in which case Rental so becoming
        due and payable in advance may be recovered in any suit, action or other
        legal proceeding, provided, that if Landlord shall exercise such remedy
        and Tenant shall have paid in full all Rental so declared due and
        payable, Tenant thereafter shall have the right to possession of the
        Leased Premises for the entire period in respect of which Rental shall
        have been so accelerated by Landlord, unless and until a further event
        of default.

        Tenant hereby waives to the full extent prohibited by law, any right it
may now or hereafter have to require the sale, in mitigation of damages, of the
Premises or any portion thereof.

        Nothing herein contained shall limit or prejudice the right of the
Landlord, in any legal, administrative or other proceedings, to prove for and
obtain as liquidated damages by reason of the termination of Tenant's rights
under this Lease pursuant to Section 13.02(b), an amount equal to the maximum
allowed by such proceedings, or by any statute, regulation or rule governing the
proceedings in which such damages are to be proved, whether or not such amount
shall be greater or less than the amount referred to in Section 13.02(b).

        In the event Tenant's rights under this Lease shall have terminated as
provided herein or permitted by law, Landlord shall obtain possession of the
Leased Premises or any portion thereof, Landlord shall have the right, without
notice, to repair or alter the Premises or any portion thereof in such manner as
to Landlord seems appropriate to put the same in good order and to make the same
rentable, and Landlord shall have the right from time to time to begin and
maintain successive legal proceedings against Tenant for the recovery of any
such deficiency or damages, and to recover the same from Tenant which liability
shall survive institution of any action to secure possession of the Leased
Premises or any portion thereof. Nothing herein contained shall require Landlord
to wait to begin such legal proceedings until the end of the stated Term of this
Lease. No such taking of possession of the Leased Premises or any portion
thereof by Landlord shall be construed as an election of Landlord's part to
terminate the term of this Lease unless notice of such intention be given to
Tenant or unless such termination be decreed by a court of competent
jurisdiction.

          If Landlord shall be made a party to any litigation commenced against
Tenant, and if Tenant shall not at its expense provide Landlord with counsel
satisfactory to Landlord, Tenant shall pay all reasonable costs and


                                       18
<PAGE>   22
attorneys' fees incurred or paid by Landlord in connection with such litigation
unless such inclusion of Landlord in such litigation was solely a result of the
negligent acts or inactions of Landlord.

        No right or remedy herein conferred upon or reserved to Landlord its
intended to be exclusive of any other right or remedy, and every right and
remedy shall be cumulative and in addition to any other legal or equitable right
or remedy given hereunder, or now or hereafter existing. The failure of Landlord
to insist upon the strict performance of any provision or to exercise any
option, right, power or remedy contained in this Lease shall not be construed as
a waiver or a relinquishment thereof for the future. Receipt by Landlord of any
Rental with knowledge of the breach of any provision contained in this Lease
shall not constitute a waiver of such breach (other than the prior failure to
any such Rental). The receipt by Landlord of less than the full Rental due shall
not be construed to be other than a payment on account of Rental then due, nor
shall any statement on Tenant's check or any letter accompanying Tenant's check
be deemed an accord and satisfaction, and Landlord may accept such payment
without prejudice to Landlord's right to recover the balance of the rent due or
to pursue any other remedies provided in this Lease. No act or omission by
Landlord or its employees or agents during the Lease Term shall be deemed an
acceptance of a surrender of the Leased Premises, and no agreement to accept
such a surrender shall be valid unless in writing and signed by Landlord.

        SECTION 13.07. DEFAULT BY LANDLORD AND REMEDIES OF TENANT. The following
shall be an event of default by Landlord under this Lease ("Landlord Default"):

        Landlord fails to comply with any provision of this Lease for a period
of thirty (30) (fifteen (15) days if the failure causes the Leased Premises or a
portion thereof to be untenantable (as defined in Section 5.03 hereof) or more
after Landlord receives written notice from Tenant, except that if compliance
cannot reasonably be achieved within the thirty (30) or fifteen (15) day period,
as applicable, there shall be no Landlord Default by Landlord so long as
Landlord promptly attempts and diligently and continuously pursues actions
intended to bring about compliance.

        In the event of a Landlord Default, Tenant (in addition to all other
remedies to which Tenant may be entitled at law or in equity) may cure such
default by Landlord on behalf of, and at the sole reasonable cost and expense
of, Landlord. Landlord shall reimburse Tenant within thirty (30) days after
Tenant's delivery to Landlord of a statement therefor for an amount equal to one
hundred twenty-five percent (125%) of Tenant's costs and expenses in connection
therewith plus the amount of Rental paid by Tenant that is allocable for any
untenantable area of the Leased Premises for the period the area was rendered
untenantable as a result of the Landlord Default .

        SECTION 13.08. DEFINITION OF LANDLORD. The references to "Landlord" in
this Lease shall be limited to mean and include only the owner or owners, at the
time, of the fee simple interest in the Land and Building. In the event of a
sale or transfer of such interest (except a mortgage or other transfer as
security for a debt), the "Landlord" named herein, or, in the case of a
subsequent transfer, the transferor, shall, after the date of such transfer, be
automatically released from all personal liability for the performance or
observance of any term, condition, covenant or obligation required to be
performed or observed by Landlord hereunder which shall accrue or relate to the
period following the date of transfer or conveyance; and the transferee shall be
deemed to have assumed all of such terms, conditions, covenants and obligations
following the date of transfer or conveyance.

        SECTION 13.09. TRANSFER UPON TERMINATION. In the event of a termination
of this Lease by reason of default or breach by Tenant hereunder: (i) all
unexpired insurance premiums, all deposits theretofore made by Tenant with
utility companies and all rights of Tenant under all insurance policies shall be
deemed to be assigned to and transferred to Landlord; and (ii) Tenant shall
deliver and assign to Landlord all leases of subtenants, and concession,
license, and occupancy agreements and all security deposits and advance rents
then held by Tenant with respect to any and all subleases upon the assumption by
Landlord of the obligation to apply all such security deposits and advance rents
held by Landlord in accordance with such subleases, and concession, license, and
occupancy agreements.


                                       19
<PAGE>   23
        SECTION 13.10 WAIVER. Landlord and Tenant hereby waive trial by jury in
any action, proceeding or counterclaim brought by either party against the other
on any matters in any way arising out of or connected with this Lease, the
relationship of Landlord and Tenant, and Tenant's use or occupancy of the Leased
Premises, or the enforcement of any remedy under any statute, emergency or
otherwise.

        SECTION 13.11. REMOVAL OF TENANT'S PROPERTY. If Tenant shall not remove
all of Tenant's property from the Leased Premises at any expiration or other
termination of this Lease, Landlord shall have the right, at Landlord's
election, to remove all or part of such property in any manner that Landlord
shall choose and store the same without liability to Tenant for loss thereof,
and Tenant shall be liable to Landlord for all expenses incurred in such removal
and also for the cost of storage of such property.

        SECTION 13.12. ATTORNEY'S FEES AND COSTS. In the event either party
defaults in the performance or observance of any of the terms, conditions,
covenants or obligations contained in this Lease and the other party employs
attorneys to enforce all or part of this Lease, to collect any rent due or to
become due or recover possession of the Leased Premises, the defaulting party
agrees to reimburse the non-defaulting party for all reasonable attorneys' fees
incurred thereby, whether or not suit has actually been filed. The defaulting
party shall also pay the non-defaulting party all reasonable costs and expenses,
other than attorneys' fees, incurred in the enforcement of any of the terms,
conditions, covenants or obligations contained in this Lease. All the sums paid
or obligations incurred by the non-defaulting party as aforesaid with interest
at the per annum rate equal to 15% and costs shall be paid by the defaulting
party to the non-defaulting party ten (10) days after the rendition of any bill
or statement therefore.

                                   ARTICLE 14
                                 QUIET ENJOYMENT

        Tenant, on paying the Rental and keeping and performing the conditions
and covenants herein contained, shall and may peaceably and quietly enjoy the
Leased Premises for the Lease Term and any renewal term, subject to the legal
requirements, applicable insurance requirements and regulations, and the
provisions of this Lease. Landlord shall use reasonable efforts to have other
tenants in the Building comply with their applicable Rules and Regulations. It
is understood and agreed that this covenant and any and all other covenants of
Landlord contained in this Lease shall be binding upon Landlord and its
successors or assigns only with respect to breaches occurring during its and
their respective ownership of the Landlord's interest hereunder.

                                   ARTICLE 15
                                     NOTICES

        SECTION 15.01. NOTICES. All notices and demands which may or are
required to be given by either party to the other hereunder shall be in writing
and shall be sent by United States certified or registered mail, postage
prepaid, addressed as specified in Item M, Section 1.02 of this Lease or to such
other firm or to such other place as Landlord or Tenant may from time to time
designate in writing.

        SECTION 15.02. PLACE OF PAYMENT. All Rental and other payment required
to be made by Tenant to Landlord shall be delivered, or mailed to Landlord at
the address as specified in Item M, Section 1.02 of this Lease, and such
payments shall be deemed made when received by Landlord.


                                       20
<PAGE>   24
                                   ARTICLE 16
                            MISCELLANEOUS PROVISIONS

        SECTION 16.01. CONDITION OF PREMISES. Except as otherwise set forth in
this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord
has made any representation or warranty with respect to the Leased Premises or
the Building or with respect to the suitability or condition of any part of the
Building for the conduct of Tenant's business except as provided in this Lease.

        SECTION 16.02. COMMON AREAS. The term "Common Areas", as used in this
Lease, refers to the areas of the Building and the land described in Exhibit A
which are designed for use in common by all tenants of the Building and their
respective employees, agents, customers, invitees and others, and includes, by
way of illustration and not limitation, entrances and exits, hallways and
stairwells, elevators, restrooms, sidewalks, driveways, parking areas,
landscaped areas and other areas as may be designated by Landlord as part of the
Common Areas of the building. Tenant shall have the non-exclusive right, in
common with others, to the use of the Common Areas, subject to such
non-discriminatory rules and regulations as may be adopted by Landlord including
those set forth in Section 3.02 and Exhibit D of this Lease. The Common Areas
will include 765 parking spaces and Landlord will not reserve or contractually
provide parking spaces for another tenant in the Building that would prevent the
availability of six (6) free parking spaces per 1,000 square feet leased to
Tenant up to 87,333 square feet of rentable area including ten (10) free
reserved parking stalls designated for use by Tenant's employees or visitors.

        SECTION 16.03. CHOICE OF LAW. This Lease shall be governed by and
construed pursuant to the laws of the State of Indiana.

        SECTION 16.04. VENUE. Tenant and Landlord each agree that the venue of
any action arising between the parties to this Lease shall be in the County
wherein the Leased Premises are located, and that the federal jurisdiction shall
be in the district wherein the Leased Premises are located, and each of Landlord
and Tenant hereby waive any claims of preferred venue under the Indiana Trial
Rules, or any claim of a more convenient forum.

        SECTION 16.05. SUCCESSORS AND ASSIGNS. Except as otherwise provided in
this Lease, all of the covenants, conditions and provisions of this Lease shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors and assigns.

        SECTION 16.06. [RESERVED.]

        SECTION 16.07. EXAMINATION OF LEASE. Submission of this instrument for
examination or signature to Tenant does not constitute a reservation of or
option for Lease, and it is not effective as a Lease or otherwise until
execution by and delivery to both Landlord and Tenant.

        SECTION 16.08. TIME. Time is of the essence of this Lease and each and
all of its provisions.

        SECTION 16.09. DEFINED TERMS AND MARGINAL HEADINGS. The words "Landlord"
and "Tenant" as used herein shall include the plural as well as the singular. If
more than one person is named as Tenant, the obligations of such persons are
joint and several. The marginal headings and titles to the articles of this
Lease are not a part of this Lease and shall have no effect upon the
construction or interpretation any part hereof.

        SECTION 16.10. ENTIRE AGREEMENT; AMENDMENTS. This Lease and the
Acceptance Letter executed pursuant to Section 2.03 hereof, together with all
exhibits, schedules and appendices attached hereto, contain all of the
agreements of the parties hereto with respect to any matter covered or mentioned
in this Lease, and no prior agreement, understanding or representation
pertaining to any such matter shall be effective for any purpose. No provision
of this Lease may be amended or added to except by an agreement in writing
signed by the parties hereto or their respective successors in interest.


                                       21
<PAGE>   25

        SECTION 16.11. PAYMENT OF AND INDEMNIFICATION FOR LEASING COMMISSIONS.
The parties hereby acknowledge, represent and warrant that the only real estate
broker or brokers involved in the negotiation and execution of this Lease is, or
are, those named in Item K, Section 1.02; that Landlord is obligated to pay to
it or them or for their benefit a leasing commission under its separate Leasing
Agreement with such designated brokers and that no other broker or person is
entitled to any leasing commission or compensation as a result of the
negotiation or execution of this Lease. Each party shall indemnify the other
party and hold it harmless from any and all liability for the breach of any such
representation and warranty on its part and shall pay any compensation to any
other broker or person who may be deemed or held to be entitled thereto.

        SECTION 16.12. SEVERABILITY OF INVALID PROVISIONS. If any provisions of
this Lease shall be held to be invalid, void or unenforceable, the remaining
provisions hereof shall not be affected or impaired, and such remaining
provisions shall remain in full force and effect.

        SECTION 16.13. DEFINITION OF THE RELATIONSHIP BETWEEN THE PARTIES.
Neither party to this Lease shall, by virtue of the execution of this Lease or
the leasing of the Leased Premises, become or be deemed a partner of or joint
venturer with the other in the conduct of such other party's business on the
Leased Premises or otherwise.

        SECTION 16.14. ESTOPPEL CERTIFICATE. Tenant shall, within twenty (20)
days following receipt of a written request from Landlord, execute, acknowledge
and deliver to Landlord or to any lender, purchaser or prospective lender or
purchaser designated by Landlord, a statement in such form as Landlord may
reasonably request, certifying (i) that this Lease is in full force and effect
and unmodified (or, if modified, stating the nature of such modification), (ii)
the date to which rent has been paid, and (iii) that there are not, to Tenant's
knowledge, any uncured defaults (or specifying such defaults if any are
claimed). Any such statement may be relied upon by any prospective purchaser or
mortgagee of all or any part of the Building. Tenant's failure to deliver such
statement within such period shall be conclusive upon Tenant that this Lease is
in full force and effect and unmodified, and that there are no uncured defaults
in Landlord's performance hereunder.

        SECTION 16.15. FORCE MAJEURE. Landlord shall be excused for the period
of any delay in the performance of any obligation hereunder when such delay is
occasioned by war, invasion or hostility; work stoppages, boycotts, slowdowns or
strikes; shortages of energy, man-made or natural casualties not caused by
Landlord; unusual weather conditions; acts or omissions of governmental or
political bodies; civil disturbances or riots or any causes beyond Landlord's
control.

        SECTION 16.16. CORPORATE TENANT. If Tenant is a corporation,
partnership, or limited liability company, the individual, or individuals
executing this Lease warrant their capacity and authority to execute this Lease
on behalf of said corporation, partnership, or limited liability company.

        SECTION 16.17. MEMORANDUM OF LEASE. The parties hereto shall not record
this Lease, but each party shall execute upon the request of the other a
"memorandum of lease" suitable for recording.

        SECTION 16.18. RECIPROCAL COVENANT ON NOTIFICATION OF ADA VIOLATIONS.
Within ten (10) days after receipt, Landlord and Tenant shall advise the other
party in writing and provide the other with copies of (as applicable), any
notices alleging violation of the Americans with Disabilities Act of 1990
("ADA") relating to any portion of the Building, Common Areas or the Leased
Premises; any claims made or threatened in writing regarding noncompliance with
the ADA and relating to any portion of the Building, Common Areas or the Leased
Premises; or any governmental or regulatory actions or investigations instituted
or threatened regarding noncompliance with the ADA and relating to any portion
of the Building, Common Areas or the Leased Premises.

        SECTION 16.19. SORTING AND SEPARATION OF REFUSE AND TRASH. Tenant
covenants and agrees, as its sole cost and expense, to comply with all present
and future laws, orders and regulations of all state, federal, municipal and
local governments, departments, commissions and boards regarding the collection,
sorting, separation and recycling of waste products, garbage, refuse and trash.
Tenant shall sort and separate waste products, garbage, refuse


                                       22
<PAGE>   26
and trash into such categories as provided by law. Each separately sorted
category of waste products, garbage, refuse and trash shall be placed in
separate receptacles reasonably approved by Landlord. Such separate receptacles
may, at Landlord's option, be removed from the Leased Premises in accordance
with a collection schedule prescribed by law.

Landlord reserves the right to refuse to collect or accept from Tenant any waste
products, garbage, refuse or trash that is not separated and sorted as required
by law, and to require that Tenant arrange for such collection at Tenant's sole
cost and expense, utilizing a contractor satisfactory to Landlord. Tenant shall
pay all costs, expenses, fines, penalties or damages that may be imposed on
Landlord or Tenant by reason of Tenant's failure to comply with the provisions
of this paragraph and, at Tenant's sole cost and expense, shall indemnify,
defend and hold Landlord harmless (including legal fees and expenses) from and
against any actions, claims and suits arising from such noncompliance, utilizing
counsel reasonably satisfactory to Landlord.

        SECTION 16.20. HAZARDOUS WASTE. The term "Hazardous Substances", as used
in this Lease shall mean pollutants, contaminants, toxic or hazardous wastes, or
any other substances, the use and/or the removal of which is required or the use
of which is restricted, prohibited or penalized by any "Environmental Law",
which term shall mean any federal, state or local law, ordinance or other
statute of a governmental or quasi-governmental authority relating to pollution
or protection of the environment. Tenant hereby agrees that (A) no activity will
be conducted on the Leased Premises that will produce any Hazardous Substance,
except for such activities that are part of the ordinary course of Tenant's
business activities (the "Permitted Activities") provided said Permitted
Activities are conducted in accordance with all Environmental Laws and have been
approved in advance in writing by Landlord; Tenant shall be responsible for
obtaining any required permits and paying any fees and providing any testing
required by any governmental agency; (B) the Leased Premises will not be used in
any manner for the storage of any Hazardous Substances except for the temporary
storage of such materials that are used in the ordinary course of Tenant's
business (the "Permitted Materials") provided such Permitted Materials are
properly stored in a manner and location meeting all Environmental Laws and
approved in advance in writing by Landlord; Tenant shall be responsible for
obtaining any required permits and paying any fees and providing any testing
required by any governmental agency; (C) no portion of the Leased Premises will
be used by Tenant its agents or invitees as a landfill or a dump; (D) Tenant
will not install any underground tanks of any type; (E) Tenant will not allow
any surface or subsurface conditions to exist or come into existence that
constitute, or with the passage of time may constitute a public or private
nuisance; (F) Tenant will not permit any Hazardous Substances to be brought onto
the Leased Premises, except for the Permitted Materials described above, and if
so brought or found located thereon, the same shall be immediately removed, with
proper disposal, and all required cleanup procedures shall be diligently
undertaken pursuant to all Environmental Laws. Subject to the restrictions
contained in Section 3.03 hereof, Landlord or Landlord's representative shall
have the right but not the obligation to enter the Leased Premises for the
purpose of inspecting the storage, use and disposal of Permitted Materials to
ensure compliance with all Environmental Laws. Should it be determined, in
Landlord's reasonable opinion, that said Permitted Materials are being
improperly stored, used, or disposed of, then Tenant shall immediately take such
corrective action as reasonably requested by Landlord. Should Tenant fail to
take such corrective action within 72 hours or such shorter period as is
required, Landlord shall have the right to perform such work and Tenant shall
promptly reimburse Landlord for any and all costs actually incurred by Landlord
associated with said work. If at any time during or after the Lease Term, the
Leased Premises are found to be so contaminated or subject to said conditions,
and such condition shall have been caused by Tenant, Tenant shall diligently
institute proper and thorough cleanup procedures at Tenant's sole cost, and
Tenant agrees to indemnify, defend and hold harmless Landlord, its lenders, any
managing agents and leasing agents of the Leased Premises, and their respective
agents, partners, officers, directors and employees, from all claims, demands,
actions, liabilities, costs, expenses, damages (actual or punitive) and
obligations of any nature arising from or as a result of the use of the Leased
Premises by Tenant. The foregoing indemnification and the responsibilities of
Tenant shall survive the termination or expiration of this Lease.

        During the Lease Term, each of Landlord and Tenant shall promptly
provide to the other party copies of all summons, citations, directives,
information inquiries or requests, notices of potential responsibility, notices
of violation or deficiency, orders or decrees, claims, complaints,
investigations, judgments, letters, notice of


                                       23
<PAGE>   27
environmental liens, and other communications, written or oral, actual or
threatened, from the United States Environmental Protection Agency, Occupational
Safety and Health Administration, the State of Indiana Environmental Protection
Agency or other federal, state, or local agency or authority, or any other
entity or individual, concerning (i) any Hazardous Substance and the Leased
Premises; (ii) the imposition of any lien on the Leased Premises, or (iii) any
alleged violation of or responsibility under any Environmental Law.

                                   ARTICLE 17
                              ADDITIONAL PROVISIONS

        SECTION 17.01. OPTION TO EXTEND LEASE TERM.

        A.     Provided Tenant is not in default hereunder, Tenant shall have
               the option to extend the term of this Lease (hereinafter, the
               "Option")) for two (2) consecutive periods of five (5) years each
               (each referred to as an "Extended Term") upon the same terms and
               conditions, except for Basic Annual Rent and upon the following
               further terms and conditions.

        B.     Tenant shall exercise said Option only by giving written notice
               to Landlord not later than twelve (12) months prior to the
               Expiration Date ("Option Notice"). Thereafter, Landlord shall
               advise Tenant, within ten (10) business days, of the Basic Annual
               Rent for the Option Period, and Tenant shall then have ten (10)
               business days within which to revoke in writing its exercise of
               the Option.

        C.     Basic Annual Rent shall be 95% of fair rental value, but in no
               event less than 1.08 multiplied by the then current Basic Annual
               Rent. In the event that the parties cannot agree on what the fair
               rental value shall be during the Extended Term within thirty (30)
               days following the Option Notice, the matter shall be determined
               by arbitration at the election of either Landlord or Tenant. The
               arbitration proceedings shall be completed and the determination
               of such Basic Annual Rent made not later than thirty (30) days
               prior to the commencement of the Extended Term. In the event that
               Tenant preliminarily exercises its Option, the costs of the
               resulting arbitration shall be shared equally between the
               parties. Any arbitration conducted pursuant to the provisions
               hereof shall be conducted by an independent appraiser selected by
               the parties. If the parties cannot agree on such person, then
               each party shall select one appraiser and the two persons so
               selected shall appoint a third appraiser. The appraisers shall be
               members of the American Institute of Real Estate Appraisers or
               its successor organization, or if neither is in existence, then
               persons recognized as professional real estate appraisers within
               the Indianapolis metropolitan area. The decision of a majority of
               such appraisers shall be recognized as the new Basic Annual Rent
               associated with the Extended Term, and the parties agree to be
               bound by such determination.

        D.     It is understood and agreed that this Option is personal to
               Tenant and is not transferable; in the event of any assignment or
               subleasing of any or all of the Leased Premises, said Option
               shall be null and void. Notwithstanding the foregoing, in the
               event that Tenant subleases or assigns any part of this Lease to
               an affiliate of Tenant or to any successor by merger,
               consolidation or by operation of law, the Option shall continue
               in full force and effect exercisable by any successor sublessor
               or assignee under such circumstances.

        SECTION 17.02. REIMBURSEMENT OF MOVING EXPENSES. Landlord shall
reimburse Tenant for actual moving expenses and related costs up to One Dollar
($1.00) per rentable square foot of the Leased Premises. Tenant shall submit
copies of all such invoices to Landlord on or after the Commencement Date, upon
which Landlord shall reimburse Tenant within approximately thirty (30) days of
receipt.


                                       24
<PAGE>   28

        SECTION 17.03. SPACE PLANNING. Landlord shall pay for reasonable space
planning services and disbursements by CSO Architects associated with the Leased
Premises in an amount equal to the lesser of either the actual fees and
disbursements or One Hundred Five Thousand Dollars ($105,000.00) pursuant to an
agreement between Landlord and CSO Architects dated September 17, 1998, as
amended on October 30, 1998 and any amounts in excess of One Hundred Five
Thousand Dollars ($105,,000.00) shall be the responsibility of Tenant.

        SECTION 17.04. EXISTING RENT OBLIGATION. Landlord will pay to Tenant
Tenant's existing rent obligation at 7260 Shadeland Station up to $55,500 per
month for the final three (3) months of Tenant's Lease at 7260 Shadeland Station
for a total of $166,500.00 payable as such rent becomes due.

        SECTION 17.05. EXPANSION OPTIONS. Tenant shall have four (4), one (1)
time options to lease additional space in the Building in blocks of up to
approximately 15,000 usable square feet or the remaining space in the Building
not leased by Tenant, if less than 15,000 usable square feet. These options
shall be on the fourth, sixth, eighth and tenth anniversary dates of the
Commencement Date. Tenant, in order to exercise said options, must notify
Landlord in writing not later than nine (9) months prior to the respective
anniversary date of the Commencement Date. Landlord shall deliver expansion
space not later than three (3) months after the respective anniversary date.
Basic Annual Rent on a per rentable square foot basis for the expansion areas
shall be calculated by taking the Basic Annual Rent during the first year of the
Lease Term ($15.15 per square foot) minus Landlord's share of Operating Costs
for the twelve (12) month period after the Commencement Date, multiplied by 1.03
per year (compounded annually) to the date of said expansion option and then
adding Landlord's share of Operating Costs for the twelve (12) month period
after the Commencement Date The interior finish allowance for the option
exercisable for the fourth and sixth anniversaries for space that previously has
not been leased shall be the same as the per square foot amount originally
provided by Landlord regarding the Landlord's Work without the upgrades
described as items 3(A), 3(B), 3(D), 3(E), 3(F), 3(I), 3(J) and 3(K) in Exhibit
C-1. The interior finish allowance for the option exercisable for the fourth and
sixth anniversaries for space that previously has been leased, built out and
occupied by a third party shall be $4.00 per usable square foot. The interior
finish allowance regarding the option exercisable for the eighth anniversary
date of the Commencement Date shall be one-half the allowance on a per usable
square foot basis for the options exercised on the fourth and sixth
anniversaries.

        If Tenant does not exercise any one of its options to expand within the
time frame stated above, that particular option shall be deemed null and void.
The Lease Term for any expansion area shall be coterminous with the Lease Term
or Extended Term as applicable, and the option exercisable for the tenth
anniversary cannot be exercised unless the term of the Lease is extended.

        SECTION 17.06. RIGHT OF FIRST OFFER. If, at the expiration or
termination of a lease to another tenant in the Building, Landlord wants to
relet all or any portion of such space (referred to in this Section 17.06 as
"Additional Space"), Landlord shall notify Tenant in writing of Landlord's
intention to lease the Additional Space, (referred to as "Landlord's Notice").
Provided that Tenant shall not be in default of any of Tenant's obligations
under this Lease as of the date of such Landlord's Notice, Tenant shall have the
right within thirty (30) calendar days following its receipt of Landlord's
Notice to lease the Additional Space at Basic Annual Rent that shall be
calculated on a per rentable square foot basis by multiplying $16.15 minus the
Landlord's share of Operating Costs for the twelve (12) month period after the
Commencement Date by 1.03 per year (compounded annually) for each year after the
Commencement Date to the date the Additional Space will be occupied by Tenant
plus Landlord's share of Operating Costs for the twelve (12) month period after
the Commencement Date If Tenant shall not so elect to lease such Additional
Space within said period, Landlord may then lease such Additional Space to
another tenant.

        SECTION 17.07. SIGNAGE. Landlord shall construct a sign on the exterior
of the front (East) of the Building in accordance with the Plans and
Specifications, which shall be included within the scope of the Landlord's Work.
Exterior signage for two other tenants at the Building may be located on each
end of the Building. If and when the Leased Premises constitute seventy-five
percent (75%) of the rentable area of the Building, Tenant shall have a right
either to install at its expense a sign on an end of the Building or a monument
sign behind the Building. Tenant will not attach any additional sign on any part
of the outside of the Building, or any part of the inside of the Building


                                       25
<PAGE>   29
that is visible outside the Leased Premises, or without Landlord's prior written
consent which consent shall not be unreasonably withheld, conditioned or delayed
in the halls, lobbies, windows or elevator banks of the Building. Permitted
signs will comply with the requirements of the governmental authorities having
jurisdiction over the Building. If Tenant fails to do so, Landlord may remove
all unpermitted signs following not less than ten (10) days prior written notice
to Tenant, which removal by Landlord shall be at Tenant's expense. Additionally,
Landlord will provide a directory in a conspicuous place in the Building with
names of tenants of the Building. Tenant will provide to Landlord a roster of
its employees which it requests that Landlord include within the Building
directory.

        SECTION 17.08. GUARANTY. As a material inducement to Tenant to enter
into this Lease with Landlord, Eaton & Lauth Real Estate Services, Inc. shall
enter into a guaranty agreement in substantially the form of Appendix III
attached hereto unconditionally guarantying Landlord's timely completion of the
Building and Leased Premises pursuant to Section 2.02 and Landlord's performance
of its obligations arising from the date hereof through the Commencement Date,
including without limitation satisfaction of Tenant's remedies under Section
2.02 hereof.

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


TENANT: IDG BOOKS WORLDWIDE, INC.           LANDLORD: CROSSPOINT SEVEN, LLC


BY:      /s/ JOHN P. BALL                   BY:
         -----------------------------               ---------------------------
PRINTED: JOHN P. BALL                       PRINTED:
         -----------------------------               ---------------------------
TITLE:   EXECUTIVE VICE PRESIDENT           TITLE:
         -----------------------------               ---------------------------

APPENDIX I:    Form of Acceptance Letter

APPENDIX II:   Form of Nondisturbance Agreement

APPENDIX III:  Form of Guaranty

EXHIBITS:      A:     Legal Description of Land

               B:     Schematic Illustration of Leased Premises, Floor Plan of
                      Leased Premises and Architectural Rendering of Building

               C:     Landlord's and Tenant's Work

               C-1:   Tenant Improvements

               D:     Office Rules and Regulations

               E:     Basic Annual Rent Schedule

               F:     Intentionally Omitted

               G:     Cleaning Standards


                                       26
<PAGE>   30
                                   APPENDIX I

                               ACCEPTANCE LETTER

(Date)

(Notice Address of Landlord):

Dear (Landlord):

IDG Books Worldwide, Inc. hereby acknowledges that the Commencement Date of the
Lease dated ________________ by and between Crosspoint Seven, LLC ("Landlord")
and IDG Books Worldwide, Inc. ("Tenant") in the Crosspoint Plaza One Building in
Indianapolis, IN is ____________________ and the Expiration Date is
________________. IDG Books Worldwide, Inc. has accepted the Leased Premises for
occupancy and the condition of the Leased Premises, including the tenant finish
improvements constructed thereon, and the Building, is satisfactory and in
conformity of the provisions of the Lease in all respects, except for any
defects as to which we shall give written notice to you within thirty (30) days
after such delivery and the punchlist items.

This letter shall become a part of the Lease.

Very truly yours,




(Tenant)
<PAGE>   31
                           APPENDIX II TO OFFICE LEASE

                     NONDISTURBANCE AND ATTORNMENT AGREEMENT

        THIS AGREEMENT, made and entered into as of this ___ day of ________,
_____, by and among CROSSPOINT SEVEN, LLC, an Indiana limited liability company
(hereinafter referred to as "Landlord"), IDG BOOKS WORLDWIDE, INC., a Delaware
corporation (hereinafter referred to as "Tenant") and
_______________________________, a(n) _________________________ with offices at
___________________________________ (hereinafter referred to as "Lender").

                              W I T N E S S E T H :

        WHEREAS, Lender has become the owner and holder of a note secured by a
___________________________ dated _____________ ___, 199__ and recorded [in Deed
Book ____ beginning at Page ____,] [as Instrument #____] in the office of the
Recorder of _____________ County, Indiana (hereinafter referred to as the
"Mortgage"), constituting a first lien upon real property described therein
(hereinafter referred to as the "Real Property"); and

        WHEREAS, Landlord and Tenant have entered into that certain Office Lease
(hereinafter referred to as the "Lease"), dated November ___, 1998, with respect
to certain premises which are part of the Real Property (hereinafter referred to
as the "Premises"), all as more particularly set forth in said Lease, a copy of
which is attached hereto as Exhibit "A" and by reference made a part hereof for
all purposes; and

        WHEREAS, subject to the further terms as contained in this Agreement,
the Lease is or may become subordinate to the Mortgage and to the right, title
and interests of Lender thereto and thereunder; and

        WHEREAS, Tenant wishes to obtain from Lender certain assurances that
Tenant's possession of the Premises will not, subject to the terms and
conditions of this Agreement, be disturbed by reason of a foreclosure of the
lien of the Mortgage on the Real Property; and

        WHEREAS, Lender is willing to provide such assurances to Tenant upon and
subject to the terms and conditions of this Agreement.

        NOW, THEREFORE, in consideration of the mutual promises and covenants of
the parties hereto, and of other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto do mutually
covenant and agree as follows:

        1. The Lease shall at all times continue to be subject and subordinate
in all respects to the Mortgage and to all renewals, modifications and
extensions thereof, subject to the terms and conditions of this Agreement.

        2. So long as Tenant is not in default in the payment of rent,
additional rent or other charges or in the performance of any of the other
terms, covenants or conditions of the Lease, Tenant shall not be disturbed by
Lender in Tenant's possession, enjoyment, use and occupancy of the Premises
during the original or any renewal term of the Lease or any extension thereof.

        3. No person or entity who exercises a right, arising under the Mortgage
or any assignment of the Lease, to receive the rents payable by Tenant under the
Lease shall thereby become obligated to Tenant for the performance of any of the
terms, covenants, conditions and agreements of Landlord under the Lease unless
by express assumption thereof. Landlord and Tenant agree that Tenant shall make
all payments to be made by Tenant under the Lease to such person or entity upon
receipt of written notice of the exercise of such rights, and Tenant agrees not
to prepay any sums payable by Tenant under the Lease more than thirty (30) days
in advance. Such


                                       27
<PAGE>   32
receipt of rent by any other party shall not relieve Landlord of its obligations
under the Lease, and Tenant shall continue to look to Landlord only for
performance thereof, except such obligations as are expressly assumed by Lender
or some other their party.

        4. If the interest of Landlord shall be acquired by Lender by reasons of
foreclosure of the Mortgage or other proceedings brought to enforce the rights
of the holder thereof, by deed in lieu of foreclosure or by any other method,
and Lender succeeds to the interest of Landlord under the Lease, the Lease and
the rights of Tenant thereunder shall continue in full force and effect and
shall not be terminated or disturbed except in accordance with the terms of the
Lease, and Tenant shall be bound to Lender under all of the terms, covenants and
conditions of the Lease for the balance of the term thereof remaining, and any
extensions or renewals thereof which may be effected in accordance with any
option therefor contained in the Lease, with the same force and effect as if
Lender were the landlord under the Lease and Tenant agrees to attorn and does
hereby attorn to Lender as its Landlord, said attornment to be effective and
self-operative without the execution of any other instruments by either party
hereto immediately upon Lender's succeeding to the interest of Landlord under
the Lease, and Tenant hereby agrees that Lender shall not be responsible or
liable in any way for any default under the Lease occurring prior to the time
Lender obtains title to the Real Property and is entitled to actual,
unrestricted possession of the Premises.

        5. In addition to and not in lieu of all the provisions of this
Agreement, Lender shall not in any way or to any extent be:

               (a)    liable for any act or omission of any landlord (including
                      Landlord) unless expressly assumed by Landlord; or

               (b)    bound by any rent or additional rent which Tenant might
                      have paid for more than thirty (30) days in advance to any
                      prior landlord (including Landlord); or

               (c)    bound by any agreement or modification of the Lease made
                      without Lender's consent; or

               (d)    in any way responsible for any deposit or security which
                      was delivered to Landlord but which was not subsequently
                      delivered to Lender.

        6. Tenant, in order to induce Lender to enter into this Agreement,
hereby affirms that:

               (a)    Exhibit "A" is a full, true and complete copy of the
                      Lease;

               (b)    the Lease is in full force and effect and has not been
                      modified or amended;

               (c)    Tenant has accepted the Premises and is in occupancy
                      thereof;

               (d)    the term of the Lease has commenced, Tenant is now
                      obligated to pay all rent and perform all covenants to be
                      performed by Tenant under the Lease and rent has been paid
                      for, but not beyond, the period ending ___________ ___,
                      ________;

               (e)    to the best of the knowledge and belief of the
                      undersigned, Landlord is not in default under any of
                      Landlord's obligations under the Lease; and

               (f)    Tenant has no present right of offset against any rent due
                      or to become due under the Lease.

        7. This Agreement shall be binding upon and inure to the parties, their
respective heirs, successors and assigns.


                                       28

<PAGE>   33



        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.


                                        CROSSPOINT SEVEN, LLC
                                        ("Landlord")

                                        By:
                                                 -------------------------------
                                        Printed:
                                                 -------------------------------
                                        Title:
                                                 -------------------------------


                                        ----------------------------------------
                                        ("Lender")

                                        By:
                                                 -------------------------------
                                        Printed:
                                                 -------------------------------
                                        Title:
                                                 -------------------------------


                                        IDG BOOKS WORLDWIDE, INC.
                                        ("Tenant")

                                        By:
                                                 -------------------------------
                                        Printed:
                                                 -------------------------------
                                        Title:
                                                 -------------------------------


            [INCLUDE NOTARIAL JURATS IF AGREEMENT IS TO BE RECORDED]


                                       29
<PAGE>   34
                          APPENDIX III TO OFFICE LEASE

                                    GUARANTY


        FOR VALUE RECEIVED, and in consideration for, and as an inducement to
IDG BOOKS WORLDWIDE, INC., as Tenant, to enter into that certain Office Lease
dated as of the date hereof (the "Lease"), with CROSSPOINT SEVEN, LLC, as
Landlord, the undersigned hereby absolutely and unconditionally guarantees to
Tenant, its successors and assigns, the full performance and observance by
Landlord of all the other terms, covenants, conditions and agreements therein
provided to be performed and observed by Landlord through the Commencement Date
(as such term is defined in the Lease), including without limitation, and
subject to the further provisions and limitations as set forth in the Lease, the
timely completion of the Landlord's Work (as defined in the Lease), together
with the payment of any penalties and other remedies which may be available to
Tenant under the Lease resulting from Landlord's failure to timely complete the
Landlord's Work, for which the undersigned shall be jointly and severally liable
with Landlord. The undersigned agrees that in the event of a default by Landlord
under the Lease, Tenant may proceed against the undersigned before, after or
simultaneously with proceeding against Landlord. This Guaranty shall not be
terminated, affected, or impaired in any manner by reason of: (1) the assertion
by Tenant against Landlord of any of the rights or remedies reserved to Tenant
pursuant to the provisions of the Lease; (2) the commencement of summary or
other proceedings against Landlord; (3) the failure of Tenant to enforce any of
its rights against Landlord; or (4) the granting by Tenant of any extensions of
time to Landlord. The undersigned further covenants and agrees that this
Guaranty shall be absolute and unconditional and shall be in full force and
effect with respect to any amendment, addition, assignment, transfer or other
modification of the Lease, whether or not the undersigned shall have knowledge
or have been notified of or agreed or consented thereto. If Tenant at any time
is compelled to take action, by legal proceedings or otherwise, to enforce or
compel compliance with the terms of this Guaranty, the undersigned shall, in
addition to any other rights or remedies to which Tenant may be entitled
hereunder or as a matter of law or in equity, pay to Tenant all costs, including
reasonable attorneys' fees, incurred or expended by Tenant in connection
therewith. All duties and obligations of the undersigned pursuant to this
Guaranty shall be binding upon the successors and assigns of the undersigned.
For purposes of this Guaranty, the word "Landlord" shall include the successors
and assigns of the undersigned. This Guaranty shall be governed by and construed
in accordance with the laws of the State of Indiana.

        Dated:_____________ ___, 1998.


                                        EATON & LAUTH REAL ESTATE SERVICES, INC.

                                        By:
                                                 -------------------------------
                                        Printed:
                                                 -------------------------------
                                        Title:
                                                 -------------------------------


                                       30
<PAGE>   35
                                   EXHIBIT A

                           LEGAL DESCRIPTION OF LAND

     Commencing at the Southwest corner of Section 12, Township 17 North, Range
04 East; thence on the West line of said Section, North 00 (degrees) 07'30" West
(Bearing per Unrecorded Final Development Plan for Crosspoint); a distance of
175.36 feet; thence North 89 (degrees) 82'30" East 16.50 feet to the
intersection of the original East right-of-way line of Hague Road with the
northern boundary of 96th Street, thence on said East right-of-way line, North
00 (degrees) 07'30" West 1723.17 feet to the southeastern right-of-way line of
the Norfolk and Western Railway Company; thence on said southeastern line North
27 (degrees) 25'18" East 3385.61 feet to the northwesterly corner of a legal
drain easement as shown on the Final Development Plan - Phase I for Crosspoint,
as prepared by Clyde E. Williams & Associates - (Unrecorded); thence on the
North line of said legal drain easement the following two courses: 1) South 74
(degrees) 50'33" East 447.84 feet to the Point of Curvature of a curve concave
southwesterly, having a central angle of 23 (degrees) 44'27" and a radius of
180.00 feet; 2) southeasterly on said curve an arc distance of 74.58 feet (said
arc being subtended by a chord which bears South 62 (degrees) 58'19" East 74.05
feet to the Point of Beginning of the herein described real estate; thence North
56 (degrees) 21'25" East 175.05 feet; thence North 88 (degrees) 28'53" East
599.05, feet thence South 50 (degrees) 35'28" East 158.10 feet to a point on the
westerly right-of-way line of Crosspoint Boulevard, said point being on a
non-tangent curve, concave westerly, having a central angle of 25 (degrees)
48'58" and a radius of 537.96 feet; thence on said right-of-way line the
following four courses: 1) southerly and southwesterly on said curve an arc
distance of 242.07 feet (said arc being subtended by a chord which bears South
24 (degrees) 15'10" West 240.03 feet); 2) South 37 (degrees) 08'41" West 364.66
feet to the Point of Curvature of a curve concave southeasterly, having a
central angle of 07 (degrees) 59'20" and a radius of 1487.35 feet; 3)
southwesterly on said curve an arc distance of 204.80 feet, (said arc being
subtended by a chord which bears South 33" (degrees) 9'01" West 204.43 feet); 4)
South 29 (degrees) 09'21" West 174.05 feet to the most easterly corner of said
legal drain easement; thence on the North line of said legal drain easement the
following five courses: 1) North 37 (degrees) 20'33" West 250.00 feet to the
Point of Curvature of a curve concave northeasterly, having a central angle of
37 (degrees) 00'00" and a radius of 75.00 feet; 2) northwesterly on said curve
an arc distance of 48.44 feet (said arc being subtended by a chord which bears
North 18 (degrees) 50'33" West 47.80 feet); 3) North 00 (degrees) 20'33" West
145.00 feet; 4) North 19 (degrees) 50'33" West 374.64 feet to the Point of
Curvature of a curve concave southwesterly, having a central angle of 31
(degrees) 15'33" and a radius of 180.00 feet; 5) northwesterly and westerly on
said curve an arc distance of 98.20 feet, (said arc being subtended by a chord
which bears North 35 (degrees) 28'19" West 95.99 feet) to the Point of
Beginning, containing 10.280 acres, more or less; subject to rights-of-way,
easements and restrictions.
<PAGE>   36

                                   EXHIBIT B
                               BUILDING RENDERING


                                   [DRAWING]
<PAGE>   37

                                   EXHIBIT B
                                   SITE PLAN


                                   [DRAWING]

<PAGE>   38
                                    EXHIBIT B
                    SCHEMATIC ILLUSTRATION OF LEASED PREMISES
                                FIRST FLOOR PLAN


                                   [DRAWING]

<PAGE>   39

                                    EXHIBIT B
                    SCHEMATIC ILLUSTRATION OF LEASED PREMISES
                                THIRD FLOOR PLAN


                                   [DRAWING]

<PAGE>   40


                                    EXHIBIT B
                    SCHEMATIC ILLUSTRATION OF LEASED PREMISES
                                FOURTH FLOOR PLAN


                                   [DRAWING]

<PAGE>   41
                                    EXHIBIT C
                          LANDLORD'S AND TENANT'S WORK


        In addition to the mutual covenants contained in the Lease to which this
Exhibit C is a part, Landlord and Tenant further mutually agree as follows:

1.      PLANS AND SPECIFICATIONS FOR THE LEASED PREMISES

        (A) Tenant agrees to cooperate with Landlord's architects, including CSO
Architects, and engineers who shall prepare at Landlord's expense detailed Plans
and Specifications for tenant finish improvements for the Leased Premises which
shall include, but not be limited to, locations of doors, partitioning,
reflected ceiling, electrical fixtures, outlets and switches, telephone outlets,
plumbing fixtures, extraordinary floor loads, and other special requirements,
and Tenant shall approve such Plans and Specifications in writing, on or before
the Plans and Specifications Approval Date set forth in this Lease. All Plans
and Specifications shall be prepared by Landlord's architects and engineers,
which Plans and Specifications shall include architectural, mechanical,
electrical and structural engineering drawings for Building Standard Work as
described in paragraph 2 hereof at Landlord's expense.

        (B) Tenant may require additional work in addition to the improvements
identified in the Plans and Specifications (hereinafter referred to as "Building
Non-Standard Work") different from or in addition to Building Standard Work as
described in paragraph 2 hereof. In such event, any architectural, mechanical,
electrical and structural engineering drawings, plans and specifications
required shall be prepared by Landlord's architects or engineers at Tenant's
expense and shall be subject to the approval of Landlord which approval shall
not be withheld unreasonably.

        (C) If Tenant selects interior finish items, such as wall paint,
fixtures and carpeting from Building Standard Work, Tenant shall notify Landlord
of all such selections in writing within or before ten (10) days prior to the
Plans and Specifications Approval Date. All interior decorating items and
services selected by Tenant in excess of Building Standard Work shall be
provided by Tenant at Tenant's sole cost and expense.

        (D) All plans and specifications referred to hereinabove in
subparagraphs (A) and (B) of this paragraph are subject to Landlord's approval,
which approval shall not be unreasonably withheld.

        (E) Landlord warrants that (i) the Plans and Specifications shall not be
in conflict with local building codes or with applicable insurance regulations
for a fire resistant building, and (ii) all Plans and Specifications shall be in
a form satisfactory for filing with appropriate governmental authorities for
permits and licenses required for construction.

        (F) The extent to which any Tenant's requirements are Building
Non-Standard Work or otherwise exceed Building Standard Work shall be determined
the Architect, which determination shall be subject to review and approval by
Tenant.


2.      BUILDING STANDARD WORK AT LANDLORD'S COST AND EXPENSE

        Landlord agrees, at its sole cost and expense, to furnish and install
all of the Building Standard Work specified in the Plans and Specifications and
as otherwise identified in the attached Exhibit C-1 limited to the quantities
contained therein and as indicated on Tenant's final approved Plans and
Specifications (which, for purposes of this Lease, shall be referred to as
"Building Standard Work").


                                       33
<PAGE>   42
3.      BUILDING NON-STANDARD WORK AT TENANT'S COST AND EXPENSE

        Landlord shall cause the Building Non-Standard Work to be installed by
Landlord's contractor, but at Tenant's sole cost and expense, subject to any
credits as otherwise provided herein. Prior to commencing any such Building
Non-Standard Work, Landlord shall submit to Tenant a written estimate of the
cost thereof. If Tenant approves such estimate, it shall notify Landlord in
writing within seven (7) calendar days, and Landlord's contractor shall proceed
with such work. If Tenant shall fail to approve any such estimate in writing
within seven (7) calendar days after submission thereof, such failure shall be
deemed a disapproval thereof, and Landlord's contractor shall not proceed with
such Building Non-Standard Work or the Building Standard Work affected thereby.
It is understood that Tenant shall thereupon be liable for the delay and
increased cost, if any, in completing the affected Building Standard Work.
Tenant shall also be responsible for the design, function and maintenance of
such special improvements, whether or not installed by Landlord at Tenant's
request.

        Tenant agrees to pay Landlord or its contractor, promptly upon receipt
of bills therefore from Landlord or its contractor, the cost of all such
Building Non-Standard Work, less any credits to which Tenant may be then
entitled associated with change orders or adjustments to the Building Standard
Work as contemplated in paragraph 4 hereof.

4.      SUBSTITUTIONS AND CREDITS

        Tenant may select different new materials (except exterior window
draperies) in place of Building Standard materials which would otherwise be
initially furnished and installed by Landlord in the interior of the Leased
Premises under the provisions of this Exhibit C provided such selection is
indicated on the Plans and Specifications or Exhibit C-1 attached. If Tenant
shall make any such selection and if the cost of such different new materials of
Tenant's selection shall exceed Landlord's cost of Building Standard Work
materials thereby replaced, Tenant shall pay to Landlord, as provided herein,
the difference between the cost of such different new materials and the credit
given by Landlord for the materials thereby replaced.

        No such different new materials shall be furnished and installed in
replacement for any Building Standard materials until Landlord has submitted an
estimate to Tenant in writing of the increased cost thereof and Landlord and
Tenant have agreed in writing on the increased cost of such different new
materials and installation in excess of the cost of Building Standard Work. If
Tenant approves such estimate, it shall notify Landlord in writing within seven
(7) calendar days and Landlord's contractor shall proceed with such work. If
Tenant shall fail to approve such estimate within seven (7) calendar days after
the submission thereof, such failure is to be deemed a disapproval thereof, and
Landlord's contractor shall proceed with the Building Standard Work in lieu of
the proposed substituted work.

        All amounts payable by Tenant to Landlord pursuant to this paragraph 4
shall be paid by Tenant pursuant to the terms of paragraph 3 hereof. Any such
different new materials which become a permanent part of the Leased Premises
shall be surrendered by Tenant to Landlord at the end of the Lease Term or any
Renewal Term of the Lease. For any materials deleted by Tenant from the Plans
and Specifications, credit shall be granted at the time the deleted Building
Standard Work would have been completed for other Building Standard Work or
Building NonStandard Work specified by Tenant.

5.      COMPLETION AND TARGET COMMENCEMENT DATE

        If the Target Commencement Date is delayed by any of the following
reasons in this paragraph 5, Tenant shall incur a charge equivalent to one day's
Rental for each such day of delay in lieu of the payment of Rental:

        (A) Tenant's failure to approve or furnish Plans and Specifications in
accordance with the date specified in paragraph 1 hereof; or


                                       34
<PAGE>   43
        (B) Tenant's requests for materials, finishes, or installations other
than that covered by the Plans and Specifications; or

        (C) Tenant's changes in said Plans and Specifications after the approval
or submission thereof to Landlord in accordance with date specified in paragraph
1 hereof; or

        (D) A delay in performance of Building Standard Work as a result of
Tenant's failure to approve written estimates of the costs of Building
Non-Standard Work or materials in accordance with paragraph 3 or 4 hereof.


                                       35
<PAGE>   44
                                     [LOGO]

                                  EXHIBIT C-1
                              IDG BOOKS WORLDWIDE
                              TENANT IMPROVEMENTS

The Landlord will construct the IDG Books Worldwide tenant space based on 87,333
square feet of rentable area as noted below:

1. The IDG Books Worldwide tenant finish estimate is based on the CSO Proposed
   Space Plan drawings dated October 6, 1998 and the CSO Instructions for
   Preliminary Pricing dated October 12, 1998 and as attached. The construction
   costs included within the construction of the IDG Books Worldwide tenant
   space are representative of the quantities within the CSO documents as
   indicated within the depicted 68,682 rentable square feet area. That square
   footage and quantities were prorated to a 87,333 rentable square feet area in
   providing a full 87,333 rentable square foot estimate.

2. The IDG Books Worldwide tenant finish estimate is based on construction
   within the new 145,000 gross square foot building in Fishers, Indiana
   referred to The Crosspoint Office Building. The shell building shall be
   constructed consistent with the attached Scope of Work for The Crosspoint
   Office Building dated September 3, 1998.

3. IDG Books Worldwide tenant finish upgrades allowances that are included are
   as follows:

<TABLE>
<S>                                                                                                               <C>

   A. COMPUTER ROOM UPGRADE ALLOWANCE including fire-rated walls and doors, access flooring, and
      HVAC, FM200 fire suppression, UPS, and emergency generator systems, etc.:                                   $150,000

   B. CONFERENCE ROOM AND A/V UPGRADE ALLOWANCE including ceiling, lighting, flooring, wallcovering,
      millwork, cabinetry, partitions, clerestory glass upgrades, and A/V equipment, etc. in the
      Conference and Training rooms:                                                                              $ 50,000

   C. VOICE/DATA WIRING ALLOWANCE including voice and data wiring, and support devices and hardware, etc.:        $140,000

   D. LOBBY UPGRADE ALLOWANCE including ceiling, lighting, flooring, wallcovering, millwork, cabinetry,
      entry door upgrades, etc. in the Lobby (excluding elevator lobbies), Reception, and Training
      "break-out" areas:                                                                                          $ 40,000

   E. IDG BOOKS WORLDWIDE RECEPTION DESK ALLOWANCE including underslab electrical/data/telephone utilities
      and connections, lighting upgardes, etc.:                                                                   $ 15,000

   F. BREAK AREAS ALLOWANCE including ceiling, lighting, flooring, wallcovering, millwork, cabinetry upgrades,
      appliances, equipment, and electrical and plumbing, etc. in the Break and Dining areas:                     $ 40,000
</TABLE>

<PAGE>   45
        G.  TENANT SPACE CARD KEY ACCESS ALLOWANCE including
            eight (8) each proximity card readers that integrate
            with shell building systems. Also included is door
            preparation, hardware, and electrical and control
            wiring, etc.:                                             Included

        H.  FILTERED DRINKING WATER (BY REVERSE OSMOSIS)
            ALLOWANCE including plumbing and electrical,
            equipment, and fixtures, for drinking fountains and
            breakroom sinks:                                          Included

        I.  UPGRADED WALL COVERING, WOOD BASE AND CROWN MOLDING
            ALLOWANCE including blocking and cant strips,
            pre-machined and pre-finished millwork, and
            wallcoverings other than type I vinyl in any area (See
            item 4Nv.):                                                $40,000 

        J.  WOOD PANELING ALLOWANCE including blocking,
            pre-machined and pre-finished millwork in any area
            (See item 5F):                                             $20,000

        K.  LIGHTING ALLOWANCE including L4, L5, L6, L7 light
            fixtures, drywall coves for L7, and electrical
            hook-up in any area.                                       $26,000


4.  The following tenant finish building standards were incorporated within the
    IDG Books Worldwide tenant finish estimate except as noted within the
    following sections:

        A.  Tenant Entry Door: 3'0" x 8'0" x 1 3/4" solid core birch stained
            veneer wood door with hollow metal knock down frame with sidelight
            and two (2) pair butt hinges, one (1) door stop, four (4) silencers
            and one (1) lockable passage set.

        B.  Tenant Interior Doors: 3'0" x 8'-0" x 1 3/4" solid core birch
            stained veneer wood doors with hollow metal knock down frames and
            two (2) pair butt hinges, one (1) door stop, four (4) silencers, one
            (1) levered passage set per door, and lockset upgrades on designated
            Conference and Office doors.

        C.  Tenant to Tenant Demising Wall: 5/8" gypsum drywall both sides on 3
            5/8" metal studs to the underside of the deck with sound insulation
            within the entire wall.

        D.  Interior Tenant Partition Walls: 1/2" gypsum drywall both sides on 2
            1/2" metal studs to the underside of the ceiling (9'-0" high).

        E.  Tenant Area Ceiling: Standard white ceiling grid with 2'-0" x 4'-0"
            fissured acoustical ceiling tiles equal to Armstrong No. 756 ceiling
            tiles.

        F.  Carpet: 28 ounce building standard carpet except the designated
            areas of vinyl tile flooring. Four inch (4") vinyl base shall be
            provided at all carpet and vinyl tile floor areas. Reference item
            N2.

        G.  Window Blinds: One inch (1") aluminum slat mini-blinds at all
            exterior windows and interior sidelights.
<PAGE>   46



H. HVAC System: Year round water source heat pump heating and air conditioning
   system including ducted supply and plenum return distribution system above
   the ceiling providing conditioned air to all Tenant areas and offices. Slot
   diffusers at all Tenant perimeter offices and standard 2' x 2' square
   diffusers in all other Tenant areas. Maximum size of any individual heat pump
   will be four (4) tons with the average heat pump zone size less than 1,000
   square feet with no single heat pump zone exceeding 1,200 square feet. All
   heatpump units will separately controlled.

I. Fire Protection System: Sprinkler heads located per the space plans.

J. Signage: One (1) 9" x 12" suite entrance sign and standard directory
   including Tenant identification lettering per floor.

K. Lighting: 2' x 4' fluorescent fixtures with four (4) tube cool white lamps
   and 18 cell parabolic lenses.

L. Light Switches: Per space plan with dimmer switches on designated 
   incandescent lights and split switching on florescent lighting within 
   training rooms.

M. Duplex Electrical Wall Outlets: Per space plan.

N. Telephone/Data Wall Boxes: Per space plan. Wiring and outlet for the
   telephone/data system in accordance with the "Voice/data wiring allowance".

O. Firehorn/Speaker Strobe Combination/Exit Lighting/Emergency Lighting: Per 
   code.


5. The following tenant finish Preliminary Specification and General Notes from
   the CSO Instructions for Preliminary Pricing documents have been included
   except as noted:

A. Division 0. Contract Conditions: No exceptions.

B. Division 1. General Requirements: No exceptions.

C. Division 5. Metal Fabrications: No exceptions.

D. Division 6. Wood and Plastic: No exceptions.

E. Division 7. Joint Sealers: No exceptions.

F. Division 8. Doors and Windows:

     i.  Contractor maintains the option to use Timely (steel) or painted
         conventional hollow metal frames in consideration of sidelights.

    ii.  Birch doors in accordance with item 3B are included in lieu of Cherry,
         plain sliced veneer doors.

   iii.  Contractor maintains the option to use laminated safety glass or 
         tempered glass.

      
<PAGE>   47
G.   Division 9. Finishes:

     i.   Sprinkler heads will be centered with an allowable plus or minus 2" 
          variance in any direction.

     ii.  Surface variations in the floor will be maintained at 1/4" in 10 
          feet, but not guaranteed to be non-cumulative.

     iii. Carpet specifications will be in accordance with the carpets once 
          selected.

     iv.  No carpet tiles have been identified.

H.  Division 10, Specialties:

    i.    Fire extinguishers will be included per code.

I.  Division 11. Equipment:

    i.    No Boardroom was indicated within the space plans. One projection
          screen has been included.

J.  Division 15/16. Mechanical and Electrical: No exceptions.

K.  Division GN. General Notes:

    i.    No appliances were indicated within the space plans. Would be
          considered within the "Break areas allowance".

L.  Millwork Schedule:

    i.    M1: Millwork within the Kitchen area has been considered to be within
          the "Break areas allowance", all other M1 millwork is included.

    ii.   M2: No M2 millwork was not indicated within the space plans. None has
          been included.

    iii.  M3: Millwork within the Lobby and Training "break-out" areas has been
          considered to be within the "Lobby upgrade allowance".

    iv.   M4: Lockers have been included as metal lockers.

    v.    M5: Millwork within the Conference rooms and Lobby has been
          considered to be within the "Conference room and A/V upgrade
          allowance" and the "Lobby upgrade allowance".

    vi.   M6: Drywall ceilings were not indicated within the space plans, but
          have been included within the Reception (main) and the Board rooms.

    vii.  M7: Reception desk has been considered to be within the "Reception
          desk allowance".

    viii. M8: Moveable folding partitions within the Training and Conference
          rooms are included.

    ix.   M9: Plastic laminate worksurfaces and cabinets have been included.



<PAGE>   48
     x.   M10: Built-in bench seating within the Dining area has been considered
          to be within the "Break areas allowance".

    xi.   M11: Closet rod and shelves have been included.

M. Electrical & Lighting Schedule:

     i.   L1 Acrylic lens 2x4 lighting is included as indicated.

     ii.  L2 Parabolic lens 2x4 lighting is included as indicated.

     iii. L3 Peerless indirect lighting has not been included. Parabolic lens 
          2x4 lighting is included in lieu of indirect lighting.   

     iv.  L4 Can lights within Reception, Training "break-out", Dining, Lobby 
          areas have been considered to be within the "Lobby upgrade 
          allowance", "Break areas allowance".

     v.   L5 Pendant fixtures within Conference and Lobby areas have been 
          considered to be within the "Lobby upgrade allowance", "Conference 
          room and A/V upgrade allowance", and "Lighting allowance".

     vi.  L6 Sconce fixtures within the Training "break-out", and Dining areas 
          have been considered to be within the "Break areas allowance", 
          "Lobby upgrade allowance", and Lighting allowance".

     vii. L7 Continual Cove Lighting within Conference, Lobby, Reception, and 
          Training "break-out", and Dining have been considered with the 
          "Break areas allowance", "Lobby upgrade allowance", "Conference room
          and A/V upgrade allowance", and "Lighting allowance".

N. Finish Schedule:

     i.   C1, C2, C3 carpets have all been included as a $18.00/sy allowance. 
          Carpet to be selected. 

     ii.  T1 ceramic tile has been included as a $18.00/sy carpet allowance. 
          Consideration for change to be determined.

     iii. VCT vinyl tile has been included as indicated.

     iv.  P1 paint has been included in all areas indicated with the exception 
          of walls. 10% of all walls within the space have been included as 
          painted. 

     v.   W1, W2, W3 wallcoverings have been included as Type 1 vinyl
          wallcovering. 90% of all walls within the space have been included as
          Type 1 vinyl wallcovering. See item 2I. 
    
     vi.  B2, B2a wood base and crown within the Reception, Library, Training, 
          Conference, Executive Office, and Lobby areas have been considered to 
          be within the "Conference room and A/V allowance", "Lobby upgrade 
          allowance", and "Upgraded wallcovering, wood base and crown molding 
          allowance".

     vii. 145 each (2' wide x 7' tall) glass sidelights have been included. 
 
     
<PAGE>   49
O. GENERAL NOTES.  

      i.   Appliances: See item 4Ki.

     ii.   4' Fire-rated door for the computer room, not indicated within space 
           plans, has been included. Sidelight not included.

    iii.   Cherry wood doors: See item 4Fii.

     iv.   Clerestory glass: Clerestory within the Conference rooms have been 
           considered within the "Conference room and A/V upgrade allowance". 
           201f of clerestory within the Boardroom only has been included. 

      v.   Insulated walls to deck: Full-height walls have insulation included
           in all VP offices, conference rooms, HR offices and exercise room.

     vi.   Insulated office walls: Office walls do not have insulation included.

    vii.   Cherry doors and sidelights: See item 4Fii for doors. See item 4Nvii 
           for sidelights.

   viii.   Exterior window blinds: See item 3G.

     ix.   Herculite entry doors: Herculite entry doors at Reception area have 
           been included.
 
      x.   Kitchen Cafeteria allowance: Cafeteria allowance outside of the 
           "Cafeteria utilities" expenses and the "Break areas allowance" has 
           not been included.

     xi.   Computer room allowance: See item 2A.

    xii.   Outdoor dining accommodations: Concrete pad provided with two picnic 
           tables. 

   xiii.   Reception desk allowance: See item 2E.

    xiv.   Filtered water allowance: See item 2H.

6. The following tenant finish Proposed Space Plan items are as noted: 

     A. Furnishings and office systems furniture shown through-out the plans 
        have not been included.

     B. Full-height mirrored wall has been included.

     C. Partition power and phone/data feeds (refr. item 2B) have been 
        included. 
    
     D. Cafeteria utilities are included as follows:

        i. 200lf of 1" water line to kitchen area.
       ii. 6 each standard-duty floor drains within the immediate kitchen area.
      iii. 1 each 200amp electrical panel at the kitchen area.
       iv. 200lf of 12" vent duct from the kitchen area.
<PAGE>   50
        v.  each (750-900cfm) roof-mounted vent fan. 

       vi.  1 each additional heat pump (3 ton) within the immediate kitchen 
            area.

      vii.  200lf of 1 1/2" gas line to the kitchen area. 

     viii.  1 lump sum amount for blocking, supports, and penetration costs.

   E. Pricing for raising the first floor ceiling height from 9' to 10' has not
      been included.

   F. Cherry wood paneling as indicated within the space plan has not been 
      included. See item 2J.

   G. Drywall bulkheads within Conference, Lobby, Reception, and Training 
      "break-out", Dining areas were considered to be in the same allowances 
      as light fixture L7. See item 4Mviii.

   H. Two (2) showers, not indicated within space plan, have been included 
      provided that their locations are within 20' of shell building water 
      and sanitary branch lines, and shall have adequate ventilation.

7. Summary of work as noted in above:

   A. Rough Carpentry:
 
        i.  Wood blocking for cabinetry, trim, accessories.

       ii.  Cant strips for crown molding (see item 21).
   
      iii.  Plywood backing panels.
  
   B. Finish Carpentry:

        i.  Custom plastic laminate base/wall cabinets  w/ adjustable shelves in
            Work rooms and Mail room. See item 4Li for some of these cabinets 
            included within the allowances.
    
       ii.  Custom plastic laminate worksurface within base cabinets in Work 
            rooms, Exercise, restrooms, and Mailroom.

      iii.  Closet rods and shelving in closets.

   C. Joint Sealants:

        i.  Fixture to counter sealant.

       ii.  Unlike adjoining surfaces.

   D. Doors, Frames and Hardware:

        i.  Hollow metal frames as indicated within. See item 4Fi.

       ii.  Wood doors, frames and hardware in accordance with items 3A and 3B.
<PAGE>   51

E.    Glass and Glazing:
     
         i.     Sidelights (2') adjacent doors. See item 4Fiii for glass. Hollow
                metal integral with door frames.

        ii.     Full-height mirror in the Exercise room.

F.    Finishes:

         i.     Demising and Full-height walls are in accordance with item 3C.

        ii.     Interior ceilings are in accordance with item 3D.

       iii.     Acoustical ceilings are in accordance with item 3E.

        iv.     Carpet, VCT and base are in accordance with item 3F. See items 
                4Ni,ii,iii.

         v.     Paint and Wallcovering: 90% of walls vinyl, 10% of walls paint. 
                See item 4Niv,V.

        vi.     Paint door frames.

G.    Specialties:

         i.     Suite signage, see item 3J.

H.    Equipment:

         i.     Automatic projection screed, see item 4Li.

I.    Furnishings:

         i.     Window blinds in accordance with item 3G.

J.    Plumbing:

         i.     Design/build plumbing systems.

        ii.     Exercise area restrooms.

       iii.     Cafeteria utilities in accordance with items 5Di,ii,vii.

K.    HVAC:
        
         i.     Design/build HVAC systems.

        ii.     HVAC systems in accordance with item 3H.

       iii.     Cafeteria utilities in accordance with items 5Div,v,vi.

L.    Fire Protection:

         i.     Design/build fire protection systems.

        ii.     Sprinkler head adjustments to shell building grid in accordance 
                with the space plan.


<PAGE>   52
M.   Electrical:

     i.   Design/build electrical systems.

     ii.  Electrical panels, circuitry, wiring, devices to accommodate the 
          space plan.

     iii. Cafeteria utilities electric panel. See item 5Diii.

     iv.  Lighting in accordance with 4Mi, ii, iii, iv, v, vi, vii.
<PAGE>   53
                                   EXHIBIT D
                          OFFICE RULES AND REGULATIONS


         1. The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors or halls shall not be obstructed or used for any purpose
other than ingress and egress. Smoking shall be prohibited in any areas of the
Building (including exterior areas at Building entrances) except tenant outside
smoking areas, as approved by Landlord.

         2. No awnings or other projections shall be attached to the outside
walls of the Building. No curtains, blinds, shades or screens shall be attached
to or hung in, or used in connection with, any window or door of the Leased
Premises other than Landlord standard blinds without Landlord's prior written
approval. All electric ceiling fixtures hung in offices or spaces along the
perimeter of the Building must be fluorescent, of a quality, type, design and
bulb color approved by Landlord. Neither the interior nor the exterior of any
windows shall be coated or otherwise sunscreened without written consent of
Landlord.

         3. No sign, advertisement, notice or handbill shall be exhibited,
distributed, painted or affixed by any tenant on, about or from any part of the
Building outside of and viewable from the Leased Premises without the prior
written consent of Landlord. In the event of the violation of the foregoing by
any tenant, Landlord may remove or stop same without any liability, and may
charge the expense incurred in such removal or stopping to the tenant. Standard
interior signs on doors and directory tablet shall be inscribed, painted or
affixed for each tenant by Landlord, at the expense of Landlord, and shall be of
a size, color and style acceptable to Landlord. The directory tablet will be
provided exclusively for the display of the name and location of tenants only,
and Landlord reserves the right to exclude any other names therefrom. Nothing
may be placed on the exterior of corridor walls or corridor doors other than
Landlord's standard lettering.

         4. The sashes, sash doors, windows, and doors that reflect or admit
light and air into halls, passageways or other public places in the Building
shall not be covered or obstructed by any tenant, nor shall any bottles, parcels
or other articles be placed on the window sills.

         5. The water and wash closets and other plumbing fixtures shall not be
used for any purpose other than those for which they were constructed, and no
sweepings, rubbish, rags, or other substances shall be thrown therein. All
damages resulting from any misuse of the fixtures by tenant or its employees or
invitees shall be borne by the tenant who, or whose subtenants, assignees or any
of their servants, employees, agents, visitors or licensees, shall have caused
the same.

         6. Except for decorative pictures and shelves and except as permitted
in accordance with the provisions and requirements of the Lease, no tenant shall
mark, paint, drill into, or in any way deface any part of the Leased Premises or
the Building. No boring, cutting or stringing of wires or laying of linoleum or
other similar floor coverings shall be permitted, except with the prior written
consent of Landlord and as Landlord may direct.

         7. No bicycles, vehicles, birds or animals of any kind shall be brought
into or kept in or about the Leased Premises, and no cooking shall be done or
permitted in the Leased Premises, except cooking for tenants and their employees
shall be permitted in the area designed as a kitchen provided power shall not
exceed that amount which can be provided by a 30 amp circuit. No tenant shall
cause or permit any unusual or objectionable odors to dust, gas, smoke or fumes
be produced or permeate the Leased Premises. Use of a microwave will be
permitted.

         8. The Leased Premises shall not be used for manufacturing or for the
storage of merchandise except as such storage may be incidental to the permitted
use of the Leased Premises. No tenant shall occupy or permit any portion of the
Leased Premises to be occupied as an office for the manufacture or sale of
liquor, narcotics, or tobacco in any form, or as a barber or manicure shop, or
as an employment bureau without the express written consent of Landlord. The
Leased Premises shall not be used for lodging or sleeping or for any immoral or
illegal 

                                       36

<PAGE>   54
purpose. No part of the Leased Premises, Building or Common Areas shall be used
for any purpose or business which is considered dangerous or unsafe.

         9. No tenant shall make, or permit to be made any unseemly or
disturbing noises or disturb or interfere with occupants of this or neighboring
buildings or premises or those having business with them, whether by the use of
any musical instrument, radio, phonograph, unusual noise, or in any other way.
No tenant shall throw anything out of doors, windows or down the passageways.

         10. No tenant, subtenant or assignee nor any of its servants, employees
agents, visitors or licensees, shall at any time bring or keep upon the Leased
Premises any flammable, combustible or explosive fluid, chemical or substance.

         11. Tenant shall provide Landlord with a method of operating any lock
installed by Tenant in order to give Landlord access to the Leased Premises as
provided in the Lease. Each tenant must upon the termination of his tenancy,
restore to Landlord all keys of stores, offices, and toilet rooms, either
furnished to, or otherwise procured by, such tenant and in the event of the loss
of keys so furnished, such tenant shall pay to Landlord the cost of replacing
the same or of changing the lock or locks opened by such lost key if Landlord
shall deem it necessary to make such changes.

         12. Except for deliveries and removals utilizing the freight elevator
with the Building, all removals or the carrying in or out of any safes, freight,
furniture, or bulky matter of any description must take place during the hours
which Landlord shall reasonably determine from time to time. The moving of safes
or other fixtures or bulky matter of any kind must be done upon previous notice
to the superintendent of the Building and under his supervision, and the persons
employed by any tenant for such work must be acceptable to Landlord. Landlord
reserves the right to inspect all safes, freight or other bulky articles to be
brought into the Building and to exclude from the Building all safes, freight or
other bulky articles which violate any of these Rules and Regulations or the
Lease of which these Rules and Regulations are a part. Landlord reserves the
right to prescribe the weight and position of all safes, which must be placed
upon supports approved by Landlord to distribute the weight.

         13. Landlord shall have the right to prohibit any advertising by any
tenant which, in Landlord's commercially reasonable opinion tends to impair the
reputation of the Building or its desirability as an office location, and upon
written notice from Landlord any tenant shall refrain from or discontinue such
advertising.

         14. Landlord reserves the right to exclude from the Building between
the hours of 7:00 p.m. and 7:00 a.m. on Monday through Saturday and at all hours
on Sunday and legal holidays all persons who do not present a pass to the
Building approved by Landlord. Landlord will furnish passes to persons for whom
any tenant requests the same in writing. Each tenant shall be responsible for
all persons for whom he requests passes and shall be liable to Landlord for all
acts of such persons. In case of an invasion, mob riot, public excitement or
other circumstances rendering such action advisable in Landlord's opinion,
Landlord reserves the right without any abatement of rent to require all persons
to vacate the Building and to prevent access to the Building during the
continuance of the same for the safety of the tenants and the protection of the
Building and the property in the Building.

         15. Any persons employed by any tenant to do work shall, while in the
Building and outside of the Leased Premises, be subject to and under the control
and direction of the superintendent of the Building (but not as an agent or
servant of said superintendent or of the Landlord), and Tenant shall be
responsible for all acts of such persons.

         16. All doors opening onto public corridors shall be kept closed,
except when in use for ingress and egress.

         17. Canvassing, soliciting and peddling in the Building are prohibited,
and each tenant shall report and otherwise cooperate to prevent the same.

                                       37

<PAGE>   55
         18. All heavy office equipment such as fire proof vaults and special
filing systems shall be placed by Tenant in the Leased Premises in settings
approved by Landlord, and no office equipment shall create an unacceptable
vibration, noise or annoyance.

         19. No air conditioning unit, space heater or other similar apparatus
shall be installed or used by any tenant without the written consent of
Landlord.

         20. There shall not be used in any space, or in the public halls of the
Building, either by any tenant or others, any hand trucks except those equipped
with rubber tires and rubber side guards.

         21. The scheduling of Tenant move-ins shall be subject to the
reasonable discretion of Landlord. Prior to Tenant moving in or out of the
Leased Premises, Tenant will notify Landlord of its intent and receive approval
thereof.

         22. Tenant and its employees, agents, customers and invitees shall not
park on public streets outside of the Building and Common Area.

         23. No exterior antennas, towers or aerials, including radio or
television transmission or receiving antennas, shall be erected, placed or
maintained in any part of the Building or Common Areas without Landlord's prior
written consent. Tenant shall have the right to locate a satellite dish on the
roof of the Building at its sole cost and risk subject to Landlord's reasonable
approval on the location and size of the satellite dish and applicable
governmental requirements. Landlord shall not be obligated to insure or maintain
any satellite dish installed by Tenant.

         24. These Rules and Regulations are in addition to and shall not be
construed in any way to modify or amend the terms, covenants, agreements and
conditions of any lease of Leased Premises in the Building.


                                       38

<PAGE>   56

                                   EXHIBIT E


BASIC ANNUAL RENT:

<TABLE>
<CAPTION>
                                                                BASIC
                                                               ANNUAL       MONTHLY BASIC
                               BASE RENT                        RENT           ANNUAL
                             (PER RENTABLE     RENTABLE     (PRORATED AS     RENT RENTAL
                    MONTHS    SQUARE FOOT)       AREA        APPLICABLE)     INSTALLMENTS
                    <S>         <C>             <C>           <C>              <C>
                      1-7       $15.15          68,682        $1,040,532       $ 86,711
                      8-12      $15.15          87,333        $1,323,095       $110,258
                     13-24      $15.15          87,333        $1,323,095       $110,258
                     25-36      $15.15          87,333        $1,323,095       $110,258
                     37-48      $15.15          87,333        $1,323,095       $110,258
                     49-60      $15.15          87,333        $1,323,095       $110,258
                     61-72      $16.49          87,333        $1,440,121       $120,010
                     73-84      $16.49          87,333        $1,440,121       $120,010
                     85-96      $16.49          87,333        $1,440,121       $120,010
                     97-108     $16.49          87,333        $1,440,121       $120,010
                    109-120     $16.49          87,333        $1,440,121       $120,010
</TABLE>
<PAGE>   57
                                   EXHIBIT G

                            CLEANING SPECIFICATIONS

GENERAL CLEANING

NIGHTLY

     General Offices:
     
     1.   All hard surfaced flooring to be swept and mopped using approved 
          dustdown preparation.

     2.   Carpet sweep all carpets, moving only light furniture (desks, file
          cabinets, etc. not to be moved) and vacuum all carpets and rugs in
          common areas, including lobbies, corridors, conference rooms, and work
          areas.

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

     4.   Empty all waste receptacles and remove wastepaper. Empty all paper
          recycling receptacles into designated collection station receptacles.

     5.   Wash, clean and disinfect all water fountains, coolers, sinks and sink
          areas.

     6.   Sweep all private stairways.

     7.   Replenish all paper towel and soap dispensers in the Tenant
          work/kitchen areas.

     Lavatories:

     1.   Sweep and wash all floors, using proper disinfectants.

     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, tile walls, dispensers and
          receptacles in lavatories and restrooms.

     6.   Empty paper receptacles, fill receptacles and remove wastepaper.

                                        46
<PAGE>   58
     7.   Fill toilet tissue holders.

     8.   Empty and clean sanitary disposal receptacles.

WEEKLY

     1.   Vacuum all private office carpeting and rugs.

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

     3.   Wipe clean all brass and other bright work.

MONTHLY

     1.   Clean out refrigerators and freezers designated for use by Tenant's 
          employees within the Leased Premises.

QUARTERLY

     High dust Leased Premises complete including the following:

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

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

     3.   Dust all venetian blinds.

     4.   Wash all external windows.

     5.   Wash all hard surface flooring.

ANNUALLY

     1.   Carpet cleaning in common areas of Leased Premises.

     2.   Wash all interior windows.



                                       47

<PAGE>   59
                       MAJOR TENANT: IDG BOOKS WORLDWIDE
                          CONCEPTUAL SCOPE OF WORK FOR
                           CROSSPOINT OFFICE BUILDING

                    EATON & LAUTH REAL ESTATE SERVICES, INC.

                            NEW 145,000 SF BUILDING
                                FISHERS, INDIANA
                               SEPTEMBER 3, 1998

PROPOSED BUILDING SIZE:  Total of 145,000 gross s.f. on four (4) floors.

BUILDING DIMENSIONS:     Building dimensions are approximately 90' deep x 
                         402' wide.

TYPE OF BUILDING:        Building is a four (4) story, conventional steel frame,
                         with a combination of architectural brick, glass,
                         Exterior Insulation Finish System skin and/or precast.
                         The roof will be a ballasted membrane roof. The final
                         design and color template will be mutually acceptable.

SITEWORK CONSTRUCTION

ASSUMPTIONS:

1.   Site work is based on the layout from Simmons & Associates Architects.

2.   The selected (plus or minus)11 acre site located on Crosspoint Boulevard in
     Crosspoint Business Park is gently rolling and is covered with minimal
     vegetation and few trees.

EARTHWORK:

Earthwork includes clearing and grubbing of the site, stripping of 6" of 
topsoil, mass excavation of 1' over the site, fine grading of the building pad 
and parking lot areas and replacement of topsoil for seeding and landscaping.

ASPHALT PAVEMENT:

Asphalt pavement includes heavy-duty pavement (8-3-1) in the R.O.W. of the two 
(2) entrance drives and standard duty (6-2-1) in the parking lot area. The 
parking lot is designed to accommodate 765 vehicles.

SITE CONCRETE:

A 5' wide combination curb faced sidewalk is included along the front and rear 
of the building as shown on the drawings. We have concrete curbs at the 
entrances into the property, at all parking lot islands and the perimeter of 
the parking lot. Also included are the concrete patios and

                                       1
<PAGE>   60



sidewalks, six inch (6") concrete paving at the dock area and six inch (6")
concrete paving at the dumpster enclosure as shown on the drawings.

SITE WATER:

A new 8" ductile pipe water service will be provided for this facility. It will
be brought to a point inside the building and turned up in the riser room. A new
yard main with a fire hydrant with auxiliary gate valve and box is included.
This system meets guidelines as mandated by the Indiana State Fire Marshall and
it will require their final approval before occupancy.

STORM SEWER:

We would propose to utilize internal roof drains tied into the storm sewer 
system and piped to the detention area. We have included a system of catch 
basins and reinforced concrete piping to collect and discharge the parking lot 
storm water to the detention pond.

SANITARY SEWER:

The sanitary sewer will be 6" PVC stubbed out of the building and connected to 
the city sewer at Crosspoint Boulevard.

TELEPHONE SERVICE:

Telephone Service includes two (2) four inch (4") telephone conduits to the 
Electrical/Telephone Room on the first floor.

LANDSCAPING:

Landscaping includes an allowance of $100,000 for plantings, seeding, irrigation
system.

BUILDING CONSTRUCTION

ASSUMPTIONS:

1. Building constructed by standard building techniques.
2. This building design is based on the following criteria:
     Dead load   61 p.s.f.
     Live load   60 p.s.f.
     Partitions  20 p.s.f.
3. Additional building loads not defined at this time are not included in our 
proposal.

GENERAL CONDITIONS:

General conditions are included for the entire project. They include local and
state building permit, on site supervision, printing, postage, building layout,
concrete testing, soil testing, steel inspections, office trailer, portable
toilets, temporary electric, temporary heat, temporary access, telephone,
project sign, trash dumpsters, final cleaning of facility and builders risk
insurance.

BUILDING CONCRETE:

Building concrete consists of a continuous perimeter footing, concrete 
foundation pads, perimeter foundation insulation, four-inch (4") stone sub-base 
and four-inch (4") concrete floors.

                                       2
<PAGE>   61

STRUCTURAL STEEL:

Structural Steel will consist of beams, columns, channels, joists, joist 
girders, 2" 22ga composite floor deck and 1.5"22ga painted roof deck.

LT. GAUGE METAL FRAMING:

Lt. Gauge Metal Framing will consist of a framing system for the face brick at 
the first floor and EIFS at the soffit, second, third and fourth floors and the 
penthouse.

MISCELLANEOUS METAL:

Miscellaneous metals include three (3) stair towers, two (2) roof hatches with 
roof access ladders and elevator pit ladders.

ROUGH CARPENTRY:

We include all wood blocking necessary for the roof copings, miscellaneous 
accessories, etc.

EXTERIOR INSULATING COATING SYSTEM:

Exterior Insulating Coating System will consist of styrofoam panels applied at 
the exterior soffit, the facade of the second, third and fourth floors, and the 
penthouse.

ROOFING:

Roofing will consist of a ballasted EPDM membrane roof with R-16.7 roof  
insulation. The warranty will consist of twenty (20) year membrane warranty and 
a ten (10) year systems warranty.

JOINT SEALANTS AND FIREPROOFING:

Joint sealants are figured at the exterior doors, exterior sidewalks, masonry 
face brick and EIFS panels.

DOORS, FRAMES AND HARDWARE:

Doors, Frames and Hardware for the building include 3'x8' hollow metal frames, 
wood doors, hardware (closer and panic devices) and installation.

GLASS & GLAZING:

We have included a glazing system that includes a combination of strip and 
aluminum storefront windows at each floor of the building. Also included are 
eight (8) 3' x 7' aluminum entrance doors and curtain wall at the main entrance 
as shown on the elevation. Glass will consist of one inch (1") insulated (dual 
pane), tinted, performance glass panels consistent with Class A Office Building 
Standards and which color shall be mutually acceptable.

INTERIOR FINISH:

Interior Finish will include metal stud and gypboard construction of the 
stairwell, elevator shafts and core restrooms, 2x4 ceilings in the public 
areas, 2x2 ceiling in the lobby, ceramic wall tile on the restroom wet walls, 
painting, fabric wallcovering in the main lobby, vinyl wallcovering in the 
restrooms and 1" mini-blinds at exterior windows and interior sidelights. 
Flooring will consist of




                                       3

<PAGE>   62
VCT in stairwell floor landings and janitor closets, ceramic floor tile in 
restrooms and in the main lobby.

INTERIOR TENANT FINISH CONSTRUCTION:
See Tenant Finish Building Standards.

TOILET ROOM PARTITIONS & ACCESSORIES:
Toilet Room Partitions & Accessories will consist of toilet partitions, urinal 
screens, paper towel dispensers, soap dispensers, coat hooks, toilet paper 
dispensers, sanitary seat covers & dispensers, sanitary napkin disposal in each 
female stall, mirrors and grab bars.

SPECIALTIES:
Specialties will include an allowance of $2,500 for the building directory and 
an allowance of $5,000 for the interior code required signage and exterior 
building identification signage. Also included are an entrance mat in the 
vestibule, two (2) building mailboxes, express mail service locations and 
window blinds. 

ELEVATORS:
Elevators will include two (2) 4,000 lbs., 350 fpm passenger traction 
elevators. Cabs will have eight-foot six-inch (8'-6") ceiling height, stainless 
steel front return, door and fixtures and will have digital position indicators 
and a $5,000 cab allowance for each passenger elevator. Doors will be 3'6" x 
8'0" center opening. Also included is one (1) 4,000 lb. hydraulic freight 
elevator. 

FIRE PROTECTION:
Fire protection is designed as a fully automatic wet pipe fire sprinkler 
configured in a grid and standpipe system. Sprinklers are designed to FM data 
sheets 2-2 for ESFR design. The computer room shall have a separate system as 
part of the computer room allowance. This will be a wet pipe system, Light 
Hazard Occupancy, designed to provide a density of a .1/1,500 s.f. spaced at 144
s.f.

PLUMBING:
Plumbing will consist of internal roof drains, complete sanitary waste and vent 
system with interior drain and vent stacks at wet columns, floor drains at 
penthouse mechanical room, complete domestic water system with hot water 
heaters and piping serving only core restrooms and two (2) cold water risers at 
wet stacks on each floor. Also included are the code required restroom fixtures 
in the core restrooms.

HEATING VENTILATION AND AIR CONDITIONING:
HVAC will consist of a water source heat pump system installed above the 
ceiling grid on each floor. Maximum size of any individual heat pump will be 
four (4) ton. Average zone size will be less than 1,000 s.f. with no single 
zone to exceed 1,200 s.f.

ELECTRICAL:


                                       4
<PAGE>   63
Electrical will consist of service/distribution, parking lot lighting, interior 
lighting, general power, HVAC power and fire alarm. Also included is temporary 
power and lighting for construction, front and rear canopy lighting and bollard 
lighting.

                                       5
<PAGE>   64
                              [CSO INTERIORS LOGO]


IDG BOOKS WORLDWIDE

INSTRUCTIONS FOR PRELIMINARY PRICING


October 12, 1998
CSO Project No. 98398


Submitted by the IDG Books Team of:
Lynn Hynes Foster, IIDA
Michele Meregaglia, AIA, IIDA
Nancy Wiersma Wright, IIDA


                                 CSO INTERIORS

9100 Keystone Crossing, Suite 200  Indianapolis, IN 46240  Telephone 
317.848.7800  Fax 317.571.7623
<PAGE>   65
                                     [LOGO]

                              IDG BOOKS WORLDWIDE

                               TABLE OF CONTENTS
                                OCTOBER 12, 1998
                             CSO PROJECT NO. 98398
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

<S>  <C>
1.   Instructions for Preliminary Pricing

2.   Preliminary Specifications and General Notes

     A.   Contract Conditions
     B.   General Requirements
     C.   Metal Fabrications
     D.   Wood & Plastic
     E.   Joint Sealers
     F.   Doors and Windows
     G.   Finishes
     H.   Specialties
     I.   Equipment
     J.   Mechanical and Electrical
     K.   General Notes

3.   Schedules

     A.   Millwork Schedule
     B.   Electrical Schedule
     C.   Lighting Schedule
     D.   Finish Schedule

4.   Attachments

     A.   Millwork Plans, 1,3,4
     B.   Electrical/Data Location Plans 1,3,4
     C.   Lighting Plans 1,3,4
     D.   Finish Plans 1,3,4

5.   General Notes
</TABLE>

-------------------------------------------------------------------------------
                      CSO Architects Engineers & Interiors
    9100 Keystone Crossing, Suite 200 - Indianapolis, IN 46240 - 317.848.7800
                                FAX 317.574.0957
<PAGE>   66
INSTRUCTIONS FOR PRELIMINARY PRICING

TIME AND LOCATION OF PRELIMINARY PRICING SUBMITTAL

Preliminary Pricing will be received and opened privately;

For: IDG Books Worldwide
By: The Owner

METHOD OF PRICING

Preliminary Pricing shall be based on a single unified prime contract 
"stipulated sum" basis, which includes all General Construction, Mechanical and 
Electrical work in full accordance with Preliminary Pricing Documents prepared 
by CSO Architects Engineers & Interiors, Indianapolis, Indiana, and IDG Books 
Worldwide.

1.   Mechanical and Electrical Subcontracts are to be on a "Design/Build" basis.

PRELIMINARY PRICING DOCUMENTS

The Preliminary Pricing Documents are the Specifications and General Notes, 
attached schedules, typical details in 8-1/2" x 11" format and the floor plans.

SUBMITTAL OF PRELIMINARY PRICING

Format of Preliminary Pricing is to be determined by the Contractor. Proposals 
shall be sealed in an opaque envelope marked with "Eaton & Lauth" and business 
address and bearing the following caption:

<TABLE>
<CAPTION>
<S>  <C>                                          <C>
1.   Preliminary Pricing for:                     IDG Books Worldwide
                                                  Indianapolis, Indiana

2.   Preliminary Pricing shall be addressed to:   IDG Books Worldwide
                                                  Indianapolis, Indiana

3.   Preliminary Pricing shall be delivered to:   CSO Architects Engineers & Interiors
                                                  Indianapolis, Indiana
</TABLE>

MECHANICAL AND ELECTRICAL SUBMITTALS

With Preliminary Pricing, submit cut sheets showing mechanical and electrical
fixtures and devices which will be exposed to view. Also, describe basis for
mechanical and electrical design in a manner which will allow the Owner to judge
the level of quality anticipated for the proposed design.

1.   Include mechanical diffuser types, limitations on use of flex duct,
     information on return and controls and proposed balance sub-contractor.

2.   Include number and type of electrical lighting fixtures, power and data
     outlets proposed according to type of space (office, corridor, upgrade
     areas, etc.) indicate number of dedicated circuits.
<PAGE>   67
MODIFICATIONS DURING PRELIMINARY PRICING

Any modifications during preliminary pricing will be issued in writing by Eaton 
& Lauth who is providing preliminary pricing.

1.   No oral or telephone instructions will be binding unless confirmed in 
     writing.

SUBSTITUTIONS DURING PRELIMINARY PRICING

It is not the intent of the Architect to entertain requests for substitutions 
during preliminary pricing.

TIME OF COMPLETION

Contractors shall state their estimated completion time in calendar days, along
with their Preliminary Pricing when meeting on October 12, 1998, 11:00 a.m. at 
the offices of IDG Books Worldwide.

END OF SECTION
<PAGE>   68
PRELIMINARY SPECIFICATIONS AND GENERAL NOTES

0.   CONTRACT CONDITIONS

0.1  THE GENERAL CONDITIONS SHALL BE AIA DOCUMENT A201 - 1987 EDITION. ENTITLED 
     "GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION". THIS DOCUMENT 
     MAY BE OBSERVED IN THE OFFICE OF THE ARCHITECT. INCLUDED IN THE 
     GENERAL CONDITIONS ARE RESPONSIBILITIES OF THE CONTRACTOR WHICH MAY BE 
     PARAPHRASED AS FOLLOWS:

     3.3  SUPERVISE, DIRECT AND COORDINATE THE WORK, WITH SOLE RESPONSIBILITY 
          AND CONTROL OVER CONSTRUCTION MEANS, METHODS, TECHNIQUES, SEQUENCES 
          AND PROCEDURES.

     3.7  OBTAIN AND PAY FOR THE BUILDING PERMIT AND NECESSARY GOVERNMENTAL 
          FEES, LICENSES AND INSPECTIONS.

     3.14 CUT AND PATCH EXISTING SURFACES TO MATCH EXISTING ADJACENT SURFACES, 
          USING EQUAL QUALITY MATERIALS AND WORKMANSHIP.

     10.1 INITIATE, MAINTAIN AND SUPERVISE PROJECT SAFETY PRECAUTIONS AND 
          PROGRAMS, WHICH ARE SOLELY THE CONTRACTOR'S RESPONSIBILITY.

0.2  WORK MUST COMPLY WITH APPLICABLE LAWS, CODES, ORDINANCES, RULES AND 
     REGULATIONS.

0.3  ALL MATERIALS AND EQUIPMENT SHALL BE OF INDUSTRY STANDARD QUALITY, WHETHER 
     SPECIFIED OR NOT, AND WITHIN THE LIMITATIONS OF THE CONTRACT 
     DOCUMENTS, TO CAUSE THE INSTALLATION TO FUNCTION IN ACCORDANCE WITH 
     THE INTENTION AND OBJECTIVE OF THE FINISHED PROJECT.

0.4  WHEN NOT INDICATED IN THE CONTRACT DOCUMENTS, PROVIDE THE SIZING OF 
     INTERCONNECTING FACILITIES, SUCH AS PIPING, DUCTS AND WIRING, BETWEEN 
     PIECES OF EQUIPMENT IN ORDER TO UTILIZE THE SPECIFIED CAPACITIES OF 
     THE EQUIPMENT.

0.5  WHEN NOT INDICATED IN THE CONTRACT DOCUMENTS, THE STANDARDS ESTABLISHED BY 
     THE RECOGNIZED TRADE ASSOCIATION HAVING JURISDICTION FOR THE PRODUCT 
     INCLUDED IN THE PROJECT SHALL GOVERN THE WORK. 

0.6  INSTALL EQUIPMENT AND MATERIALS IN ACCORDANCE WITH MANUFACTURER'S 
     RECOMMENDATIONS.

1    GENERAL REQUIREMENTS

1.1  WORK SHALL BE PERFORMED DURING REGULAR BUSINESS HOURS WHENEVER POSSIBLE. 
     WORK INVOLVING OVERTIME, NON-REGULAR BUSINESS HOURS SHALL BE COORDINATED
     WITH BUILDING MANAGEMENT.

1.2  THE CONTRACTOR SHALL COORDINATE AND SCHEDULE WORK BY OTHERS INCLUDING BUT 
     NOT LIMITED TO TELEPHONE/DATA, SECURITY, FURNITURE AND "FURNISHED 
     AND/OR INSTALLED" ITEMS. CONTRACTOR SHALL COORDINATE EXACT LOCATIONS 
     AND SHALL DO THE CUTTING, FITTING, AND PATCHING THAT MAY BE REQUIRED 
     TO MAKE THE PARTS OF THE WORK WHICH WILL RECEIVE THE WORK OF OTHERS AS 
     SHOWN OR REASONABLY IMPLIED BY THE DRAWINGS AND SPECIFICATIONS.

1.3  CUTTING OF EXISTING SURFACES SHALL BE PATCHED TO MATCH EXISTING ADJACENT 
     SURFACES, INCLUDING WITH REGARD TO MATERIALS AND WORKMANSHIP.




     
<PAGE>   69
1.4  SHOP DRAWINGS WILL BE REQUIRED AS INDICATED BY THE ARCHITECT ON THE FINAL 
     CONSTRUCTION DOCUMENTS.

1.5  TEMPORARY UTILITIES, INCLUDING WATER, SANITARY FACILITIES, ELEVATORS, 
     TEMPORARY ENCLOSURES, FIRE PROTECTION, HEAT AND POWER WILL BE PROVIDED 
     BY THE OWNER, SUBJECT TO THE OWNER OR THE OWNER'S AGENT'S DIRECTION. 
     COMPLY WITH SPECIFIC BUILDING CONSTRUCTION RULES PUBLISHED BY THE OWNER 
     OR THE OWNER'S AGENT.

1.6  THE CONTRACTOR SHALL MAINTAIN FOR THE ENTIRE LENGTH OF HIS CONTRACT EXITS, 
     EXIT LIGHTING, FIRE PROTECTIVE DEVICES AND ALARMS TO CONFORM TO LOCAL 
     BUILDING CODE REQUIREMENTS.

1.7  SUBSTITUTION FOR NAMED PRODUCTS WILL NOT BE ALLOWED WITHOUT PRIOR APPROVAL 
     OF THE ARCHITECT. IF A SUBSTITUTION IS PROPOSED, SUBMIT THE FOLLOWING 
     INFORMATION:

1.8  THE CONTRACTOR SHALL INCLUDE IN HIS BID AND SHALL ARRANGE FOR HOISTING, 
     CARTING, ELEVATOR SERVICE, STANDARD AND OVERTIME SERVICES BY THE 
     BUILDING MANAGEMENT AND OVERTIME CHARGES AND EXPENSES WHEN REQUIRED 
     DUE TO BUILDING MANAGEMENT REQUIREMENTS.

1.9  PERFORM FINAL CLEANING, EMPLOYING EXPERIENCED PROFESSIONAL CLEANERS. CLEAN 
     EACH SURFACE OR UNIT OF WORK TO THE CONDITION EXPECTED FROM A 
     COMMERCIAL BUILDING CLEANING AND MAINTENANCE PROGRAM IN ACCORDANCE WITH THE
     MANUFACTURER'S INSTRUCTIONS.

1.10 PROVIDE OPERATING AND MAINTENANCE MANUALS WITH INFORMATION NECESSARY FOR 
     THE SAFE AND EFFICIENT OPERATION AND MAINTENANCE OF EQUIPMENT AND 
     OPERATING SYSTEMS CALLED FOR IN THE CONTRACT DOCUMENTS, AND 
     INFORMATION RELATIVE TO THE INSPECTION, CARE AND MAINTENANCE OR REPAIR 
     OF ARCHITECTURAL PRODUCTS AND FINISHES WHICH ARE OTHER THAN BUILDING 
     STANDARD.

5    METAL FABRICATIONS

5.1  PROVIDE STEEL FRAMING AND SUPPORTS FOR APPLICATIONS INDICATED OR WHICH ARE 
     NOT A PART OF STRUCTURAL STEEL FRAMEWORK, AS REQUIRED TO COMPLETE WORK.

6    WOOD AND PLASTIC

6.1  CONCEALED ROUGH FRAMING AND BLOCKING: PROVIDE "CONSTRUCTION GRADE" LUMBER 
     OF ANY SPECIES WITH MAXIMUM 19% MOISTURE CONTENT. 
     
6.2  PLYWOOD BACKING PANELS: FOR MOUNTING ELECTRICAL OR TELEPHONE EQUIPMENT, 
     PROVIDE FIRE-RETARDANT TREATED PLYWOOD PANELS, APA C-D PLUGGED INT WITH 
     EXTERIOR GLUE, NOT LESS THAN 15/32". 

6.3  FIRE-RETARDANT TREATMENT: PRESSURE IMPREGNATE LUMBER AND PLYWOOD WITH 
     FIRE-RETARDANT CHEMICALS TO COMPLY WITH AWPA C20 AND C27, 
     RESPECTIVELY, AND IDENTIFY LUMBER WITH CLASSIFICATION MARKING 
     ACCEPTABLE TO AUTHORITIES HAVE JURISDICTION.

6.4  FINISH CARPENTRY AND MILLWORK: COMPLY WITH "PREMIUM GRADE" AWI STANDARDS.

6.5  COUNTERS: HIGH PRESSURE DECORATIVE LAMINATE COMPLYING WITH NEMA LD 3 AND 
     GP-50 (0.050" NOMINAL THICKNESS).


       
<PAGE>   70


6.6     CABINETS: COMPLY WITH AWI SECTION 400 AND ITS DIVISION 400B FOR PREMIUM 
        GRADE NEMA LD3 LAMINATE CLAD CABINETS.

        .1     EXPOSED SURFACES: HORIZONTAL SURFACES OTHER THAN TOPS: GP-50
               (0.050" NOMINAL THICKNESS); VERTICAL SURFACES: GP-28 (0.028"
               NOMINAL THICKNESS); EDGES: GP-28 (0.028" NOMINAL THICKNESS).

        .2     SEMI-EXPOSED SURFACES: HIGH PRESSURE LAMINATE, GP-28.

        .3     CABINET HARDWARE SCHEDULE:

               .1   HINGES: FULLY CONCEALED, SELF-CLOSING "1000 SERIES" BY GRASS
                    OR EQUAL. 

               .2   PULLS: WIRE PROJECTING TYPE, DRILLING 4" ON CENTER, #4483 OR
                    EQUAL AS MANUFACTURED BY STANLEY.

               .3   CABINET CATCHES: ADJUSTABLE MAGNETIC CATCHES WITH MINIMUM
                    8 LBS. PULL; # SP 45 OR SP 46 OR EQUAL AS MANUFACTURED BY
                    STANLEY.

               .4   DRAWER GLIDES: SIDE AND BOTTOM MOUNTED SLIDES WITH POSITIVE
                    STOP AND LOCKOUT POSITION, WITH HEAVY-DUTY FULL EXTENSION;
                    #1429 OR EQUAL AS MANUFACTURED BY KNAPE & VOGT.

               .5   SHELF SUPPORTS AND STANDARDS: ADJUSTABLE SHELF SUPPORTS
                    CONSTRUCTED OF HIGH IMPACT INJECTION MOLDED NYLON AND WITH
                    HEAVY DUTY TWIN SLOTTED SHELVING STANDARDS AS PRODUCED BY 
                    KNAPE & VOGT OR EQUAL.

6.7     INSTALL CASEWORK AND FINISH CARPENTRY PLUMB, LEVEL, TRUE AND STRAIGHT
        WITH NO DISTORTIONS.

6.8     JOINTS BETWEEN MILLWORK DRAWERS, DOORS, ETC., TO BE OF UNIFORM WIDTH NOT
        TO EXCEED 1/8 U.O.N.

6.9     GROMMETS ARE TO BE FIELD CUT FOR COORDINATION WITH ELECTRICAL OUTLETS.

6.10    SEE ATTACHMENT, "MILLWORK SCHEDULE", RELATING TO ITEMS SHOWN ON THE 
        FLOOR PLAN.

7       JOINT SEALERS

7.1     ONE-PART MILDEW-RESISTANT SILICONE SEALANT - AT COUNTERS, FIXTURES AND 
        JOINTS IN TOILET ROOMS:

        .1     "DOW CORNING 786"; DOW CORNING CORP.
        .2     "SCS 1702 SANITARY"; GENERAL ELECTRIC CO.
        .3     "863 #345 WHITE"; PECORA CORP.
        .4     "PROGLAZE WHITE"; TREMCO CORP.
        .5     "OMNIPLUS"; SONNEBORN BUILDING PRODUCTS

7.2     ACRYLIC-EMULSION SEALANT - AT INTERIOR UNLIKE ADJOINING SURFACES:

        .1     "CHEM-CALK 600"; BOSTIK CONSTRUCTION PRODUCTS DIV.
        .2     "AC-20"; PECORA CORP.
        .3     "SONOLAC"; SONNEBORN BUILDING PRODUCTS
        .4     "TREMCO ACRYLIC LATEX 834"; TREMCO, INC.
       
<PAGE>   71

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 8     DOORS AND WINDOWS

 8.1   INTERIOR DOOR FRAMES: PROVIDE BUILDING STANDARD SNAP-ON TYPE STEEL (ALUMINUM) FRAMES UNLESS NOTED OTHERWISE. COLOR TO BE
       SELECTED BY INTERIOR DESIGNER FROM STANDARD COLORS.

       .1    TIMELY (STEEL)

 8.2   INTERIOR DOORS - WOOD VENEER FACES: CHERRY, PLAIN SLICED. AWI SECTION 1300 "PREMIUM GRADE" PRE-MACHINED 5-PLY PC-5 PARTICLE 
       BOARD SOLID CORE.

 8.3   DOOR HARDWARE: BUILDING STANDARD WITH ADA LEVER HANDLE LATCH AND LOCKSETS.

 8.4   GLASS: MEET ASTM C1036 REQUIREMENTS FOR GLASS AND ASTM C1048 REQUIREMENTS FOR HEAT-STRENGTHENED GLASS.

 9     FINISHES

 9.1   GYPSUM BOARD WALL FRAMING: COMPLY WITH ASTM C645.

       .1    INSTALL "ELIMINATOR" TYPE HEAD TRACK AT WALLS TERMINATING AT CEILING. USE PREFORMED OUTSIDE CORNERS.

 9.2   GYPSUM BOARD: PROVIDE 1/2" THICK REGULAR AND 5/8" TYPE "X" TAPERED EDGE GYPSUM BOARD WITH GALVANIZED STEEL TRIM ACCESSORIES 
       AND JOINT COMPOUND COMPLYING WITH ASTM C475. FINISH IN ACCORDANCE WITH ASTM C840 TO THE HIGHEST QUALITY STANDARDS.

       .1    DRYWALL FINISHING: COMPLY WITH MANUFACTURER'S PRINTED INSTRUCTIONS AND SPECIFICATIONS. EXCEPTION: COMPLY WITH MORE 
             STRINGENT REQUIREMENTS OF GYPSUM ASSOCIATION GA-216 RECOMMENDED SPECIFICATION FOR THE APPLICATION AND FINISHING OF 
             GYPSUM BOARD.

 9.3   CERAMIC TILE: INSTALL TILE IN ACCORDANCE WITH TILE COUNCIL OF AMERICA GUIDELINES.

        .1   PROVIDE FACTORY-MADE CORNER AND TRIM SHAPES. MAKE INSIDE CORNERS SQUARE WITH FULL OR CUT FIELD TILES; OUTSIDE CORNERS 
             WITH CORNER SHAPES; WALL-TO-FLOOR CORNERS WITH COVE SHAPES, JOINTS TO MATCH UP.

 9.4   CEILINGS: FINISHED CEILING SHALL BE LEVEL, TRUE AND FREE FROM DAMAGED OR SOILED TILES.

       .1    COORDINATE PLACEMENT OF MECHANICAL AND ELECTRICAL ITEMS IN CEILING. WHERE CONFLICTS OCCUR, THE ARCHITECTURAL REFLECTED 
             CEILING PLAN SHALL GOVERN.

       .2    CENTER CEILING ELEMENTS IN CEILING TILE, INCLUDING DOWN LIGHTS, SMOKE DETECTORS, SPRINKLER HEADS AND EXIT SIGNS UNLESS 
             NOTED OTHERWISE.
</TABLE>
 
<PAGE>   72
9.5     INSTALL FLOOR FINISH TRANSITION STRIP AT CENTERLINE OF DOOR OR CASED
        OPENING UNLESS NOTED OTHERWISE.

        .1      INSTALL JOHNSONITE TRIM STRIPS AT DOOR WHERE CARPET MEETS
                RESILIENT TILE WITH TRIM STRIP COLOR TO MATCH CARPET.

9.6     RESILIENT FLOORING:

        .1      UNLESS OTHERWISE NOTED, LAY TILE FROM CENTER MARKS ESTABLISHED
                WITH PRINCIPAL WALLS, SO THAT TILE AT OPPOSITES EDGES OF THE
                ROOM ARE EQUAL WIDTH. ADJUST TO AVOID USE OF CUT WIDTHS LESS
                THAN 3" AT ROOM PERIMETER. 
        .2      BASE: FIT JOINTS TIGHT AND VERTICAL ON CONTINUOUS SOLID BACKING.
                INSTALL BASE IN LONGEST PRACTICAL LENGTHS, USING ROLL STOCK.
                SCRIBE TO VERTICAL OBSTRUCTIONS.

9.7     USE AN APPROVED CEMENTITIOUS FILLER TO PATCH CRACKS, SMALL HOLES AND
        LEVELING. ENSURE THAT FLOORS ARE LEVEL WITH MAXIMUM SURFACE VARIATION OF
        4/4" IN 10 FEET, NON-CUMULATIVE.

9.8     CARPET: INSTALL CARPETING WHICH MEETS THE FOLLOWING STANDARDS:

          FLAMMABILITY:         ASTM 2859
          SURFACE BURNING:      ASTM E84
          SMOKE DENSITY:        ASTM E662
          SOUND ABSORPTION:     ASTM C423
          FADE RESISTANCE:      AATCC 16E
          STATIC RESISTANCE:    AATCC 134
          WARRANTY:             10 YEARS

        .1      INSTALL BROADLOOM CARPET BY DIRECT GLUE.
        .2      INSTALL CARPET TILES USING 1/4 TURN METHOD.

9.9     PAINT: USE PRIMER COMPATIBLE WITH SUBSTRATE. REMOVE OR PROTECT HARDWARE,
        PLATES AND SIMILAR TRIM. AFTER PAINT IS DRY, REINSTALL SUCH ITEMS.

        .1      INTERIOR PAINT SCHEDULE: PROVIDE THE FOLLOWING PAINT SYSTEMS
                BASED ON DEVOE TO ESTABLISH QUALITY STANDARD FOR THE VARIOUS
                SUBSTRATES, AS INDICATED.

                1. FERROUS METAL:
                   A.   ACRYLIC SEMI-GLOSS ENAMEL FINISH:
                        1.   PRIMER: 1-COAT #41702 METALCLAD ACRYLIC LATEX
                             PRIMER.
                        2.   FINISH: 2 COATS #83XX MIRROLAC-WB ACRYLIC
                             SEMI-GLOSS ENAMEL.
                2. NON-FERROUS METAL:
                   A.   ACRYLIC SEMI-GLOSS ENAMEL FINISH:
                        1.   PRIMER: 1 COAT #41702 METALCLAD ACRYLIC LATEX
                             PRIMER.
                        2.   FINISH: 2 COATS #83XX MIRROLACE-WB ACRYLIC
                             SEMI-GLOSS FINISH.
<PAGE>   73

               3.   WOOD:

                    A.   ACRYLIC LATEX SEMI-GLOSS ENAMEL FINISH:

                         1.   PRIMER: 1 COAT #51701 WONDER-PRIME LATEX 
                              PRIMER-SEALER.

                         2.   FINISH: 2 COATS #83XX MIRROLAC-WB ACRYLIC
                              SEMI-GLOSS ENAMEL.

                    B.   STAIN-VARNISH RUBBED FINISH:

                         1.   FILLER: 1 COAT #4800 WONDER WOODSTAIN PASTE WOOD
                              FILLER (OPEN GRAIN WOODS).

                         2.   STAIN: 1 COAT #95XX WONDER WOODSTAIN ALKYD STAIN.

                         3.   SEALER: 1 COAT #4900 WONDER WOODSEALER QUICK DRY 
                              SEALER.

                         4.   FINISH: 2 COATS #4600 WONDER WOODSTAIN ALKYD 
                              SATIN VARNISH.

               4.   GYPSUM WALLBOARD:

                    A.   ACRYLIC LATEX SATIN ENAMEL FINISH:

                         1.   PRIMER: 1 COAT #50801 WONDER TONES LATEX 
                              PRIMER-SEALER.

                         2.   FINISH: 2 COATS #35XX WONDER TONE ACRYLIC LATEX 
                              SATIN ENAMEL.

9.10      WALLCOVERING: APPLY WALLCOVERING SECURE, SMOOTH, CLEAN AND WITHOUT 
          WRINKLES, GAPS OR OVERLAPS.

          .1   KEEP SEAMS TO A MINIMUM. HORIZONTAL SEAMS ARE NOT ACCEPTABLE.

          .2   SEAMS MUST BE AT LEAST 2" FROM INSIDE CORNERS AND 6" FROM 
               OUTSIDE CORNERS.

9.11      SEE ATTACHMENT, "ROOM FINISH SCHEDULE" FOR TYPICAL AND SPECIAL AREAS 
          SHOWN ON THE FLOOR PLAN.

9.12      SEE ATTACHMENT, "PARTITION TYPES SCHEDULE" FOR TYPICAL AND SPECIAL 
          WALL TYPES SHOWN ON THE FLOOR PLAN.

10        SPECIALTIES

10.1      FIRE EXTINGUISHERS AND CABINETS: BUILDING STANDARD, OR IF NO BUILDING 
          STANDARD, PROVIDE JL INDUSTRIES "AMBASSADOR" SERIES, SEMI RECESSED, 
          DUO-PANEL, FIELD PAINTED.

11        EQUIPMENT

11.1      PROJECTION SCREENS: MOTOR-IN-ROLLER-OPERATED SCREENS WITH AUTOMATIC
          CEILING CLOSURE:

          .1   BOARDROOM: DA-LITE SCREEN CO., INC.

          .2   ENVOY: DRAPER SHADE & SCREEN, INC.
<PAGE>   74
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<S>        <C>
15/15      MECHANICAL AND ELECTRICAL

15/16.1    MECHANICAL (INCLUDING PLUMBING, FIRE PROTECTION AND HVAC) AND ELECTRICAL SYSTEMS ARE TO BE DESIGNED AND CONSTRUCTED BY
           THE RESPECTIVE DESIGN/BUILD CONTRACTORS OR SUBCONTRACTORS ACCORDING TO CRITERIA DEFINED BY THE TENANT AND AESTHETIC
           CRITERIA (ONLY) DEFINED BY THE ARCHITECT. THE CONTRACTOR SHALL BEAR FULL RESPONSIBILITY FOR ALL DESIGN, PERFORMANCE,
           INSTALLATION AND INTER-SYSTEM COORDINATION OF MECHANICAL AND ELECTRICAL SYSTEMS.

15/16.2    GENERAL CONTRACTOR IS TO PROVIDE A COMPLETE PACKAGE OF DESIGN/BUILD DRAWINGS FOR FIRE PROTECTION, MECHANICAL, AND
           PLUMBING, SIGNED AND STAMPED FOR STATE FILING PROCESS BY A CERTIFIED ENGINEER.

15/16.3    IN CASE OF CONFLICT BETWEEN ARCHITECT'S AND ENGINEER'S DRAWINGS IN LOCATION OF TERMINAL MATERIALS/EQUIPMENT, SUCH AS 
           DIFFUSERS, GRILLES, LIGHTS (IF SHOWN ON REFLECTED CEILING PLAN) AND SURFACE MOUNTED ELECTRICAL DEVICES, THE 
           ARCHITECTURAL DRAWINGS SHALL GOVERN. NOTIFY ARCHITECT OF DISCREPANCIES AND OBTAIN WRITTEN CLARIFICATION PRIOR TO 
           PROCEEDING WITH WORK.

15/16.4    SUBMIT FIRE SPRINKLER LAYOUT FOR COORDINATION/APPROVAL BY THE OWNER OR THE OWNER'S AGENT. PATTERN OF SPRINKLER LAYOUT 
           SHALL COORDINATE WITH PATTERN OF LIGHTING LAYOUT AND SHALL COORDINATE WITH OTHER CEILING COMPONENTS.

16/16.5    DESIGN/BUILD MECHANICAL CONTRACTOR SHALL PROVIDE DRAWINGS SHOWING THERMOSTAT LOCATION FOR REVIEW BY THE OWNER OR OWNER'S 
           AGENT.

16/16.6    OUTLET/JUNCTION BOX MOUNTING HEIGHTS SHALL BE COORDINATED WITH THE EQUIPMENT/APPLIANCE FOR WHICH IT WAS DESIGNATED. 
           VERIFY EQUIPMENT MOUNTING REQUIREMENTS FOR SCHEDULED EQUIPMENT.

15/16.7    SWITCHES SHALL BE GANGED UNDER ONE PLATE. DIMMERS SHALL BE GANGED UNLESS OTHERWISE NOTED BY MANUFACTURER.

15/16.8    DATA AND COMMUNICATION CABLES ARE PROVIDED BY OTHERS AND INSTALLED BY OTHERS UNLESS OTHERWISE NOTED. CONTRACTOR SHALL 
           COORDINATE AT THE BEGINNING OF THE PROJECT WITH THE TENANT AND TENANT'S VENDORS TO DETERMINE THE PHASE DURING WHICH THE 
           INSTALLATION SHALL OCCUR.

15/16.9    ALL SWITCHES AND SWITCHPLATES SHALL BE BUILDING STANDARD COLOR UNLESS NOTED OTHERWISE. IF NO BUILDING STANDARD, PROVIDE 
           IVORY.

15/16.10   WHERE FLOOR MONUMENTS ARE SHOWN NEXT TO EACH OTHER, THEY SHALL BE LOCATED AS CLOSE TOGETHER AS POSSIBLE, WHILE STILL 
           PROVIDING PROPER ACCESS TO RECEPTACLES.

15/16.11   IF ADDITIONAL OUTLETS REQUIRED, COORDINATE WITH ARCHITECTURAL FOR SPECIFIC LOCATION.

15/16.12   CONTRACTOR SHALL MARK ALL POWER AND COMMUNICATION OUTLET LOCATIONS ON SLAB AND PROVIDE ACCESS TO SITE FOR ARCHITECT TO 
           OBSERVE PRIOR TO ANY COMMENCEMENT OF "ROUGH-IN" CONSTRUCTION.

15/16.13   SEE ATTACHMENT, "ELECTRICAL SCHEDULE" FOR TYPICAL AND SPECIAL ELECTRICAL ITEMS SHOWN ON THE FLOOR PLAN.

GN         GENERAL NOTES

GN.1       SEE WALL LEGEND ON THE FLOOR PLAN FOR COLORS OR DESIGNATIONS RELATED TO WALL CONSTRUCTION AND WALL TYPES.

GN.2       SCALE PRELIMINARY DRAWINGS. THERE ARE NO WRITTEN DIMENSIONS.
</TABLE>
<PAGE>   75



GN.3    SOUND INSULATED AND FIRE RATED PARTITIONING SHALL BE CAULKED AT
        PERIMETER WITH ACOUSTICAL OR FIRE RATED SEALANT AS APPLICABLE. PLACE
        SEALANT BETWEEN GYPSUM BOARD AND ADJACENT SUBSTRATE. PROVIDE WITH SOUND
        ATTENUATING INSULATION SECURELY FASTENED TO STUD FRAMING. AT THESE
        PARTITIONS, BACK TO BACK ELECTRICAL JUNCTION BOXES ARE NOT PERMITTED.

GN.4    ALL APPLIANCES NOTED ON ELEVATIONS SHALL BE SUPPLIED BY CONTRACTOR.

<PAGE>   76
               [CSO ARCHITECTS ENGINEERS & INTERIORS LETTERHEAD]

                              IDG BOOKS WORLDWIDE
                                        
                               Millwork Schedule
                                October 12, 1998
                             CSO Project No. 98398

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


M1    Provide custom plastic laminate base and wall cabinets with (2) 
      adjustable shelves.

M2    Provide built-in wood storage cabinets with touch latch doors.

M3    Built-in phone booths with wood worksurface.

M4    (5) lockers (12"w x 60"h) with finished base.

M5    Provide built-in wood storage base with marble top.

M6    Provide drywall ceilings with linear slot diffusers.

M7    Provide custom wood reception desk/allow $15,000.00.

M8    Provide moveable folding partition (structural supports as required).

M9    Provide custom plastic laminate worksurface with cabinets below.

M10   Provide built-in bench seating area.

M11   Closet rod and shelf.






<PAGE>   77
               [CSO ARCHITECTS ENGINEERS & INTERIORS LETTERHEAD]


                              IDG BOOKS WORLDWIDE

                         Electrical & Lighting Schedule
                                October 12, 1998
                             CSO Project No. 98398
-------------------------------------------------------------------------------

Electrical Notes:

Where open office workstations are indicated, electrical contractor shall
provide electrical hookup. Where no wall or column is adjacent to workstations,
flush-mounted floor electrical/data boxes are to be provided.

L1      Building standard 2' x 4' fixture with acrylic lens.

L2      2' x 4' parabolic light fixture.

L3      Peerless, indirect "Light Screen" at 18" from ceiling.

L4      Can lights.

L5      Pendant fixture similar to 29" d, SP1, "Options".

L6      Sconce fixture similar to 20" w, SP1, "Options".

L7      Drywall bulkhead with continual lighting cove.
<PAGE>   78
               [CSO ARCHITECTS ENGINEERS & INTERIORS LETTERHEAD]

                              IDG BOOKS WORLDWIDE
                                        
                                Finish Schedule
                                October 12, 1998
                             CSO Project No. 98398

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

C1    General Carpet:
      Mfg.: Atlas
      Style: Serif
      Color: To Be Determined

C2    Office Carpet:
      Mfg.: Mannington
      Style: Belvedere II
      Color: To Be Determined

C3    Conference Room Carpet:
      Mfg.: Atlas
      Style: Aguarelle
      Color: To Be Determined

T1    Tile
      Mfg.: Granirex
      Style: 12" x 12", LTD - SO - 14
      Color: To Be Determined

VCT   Vinyl Composition Tile
      4 color design

P1    Paint
      5 colors to be used throughout

W1    Vinyl Wallcovering
      Type 1
      3 colors to be used
      Allow for $0.90 sq. ft. installed

W2    Fabric Wallcovering/Executive Offices:
      Mfg.: Knoll
      Style: Criss Cross, W305-4
      Color: To Be Determined
      Width: 66"   
    
<PAGE>   79

W3      Fabric Wallcovering
        Mfg.:  Knoll
        Style: Backdrop, W302-9
        Width: 66"

B1      Vinyl Base throughout U.O.N.
        2 colors to be used

B2      6" Wood Base/Cherry Shop Finished

B2a     6" Wood Base and 9" Crown/Cherry Shop Finished

Note:   All offices and conference rooms to have a 3' glass sidelight in a 
        metal frame with 1" mini blinds.

<PAGE>   80
               [CSO ARCHITECTS ENGINEERS & INTERIORS LETTERHEAD]

                              IDG BOOKS WORLDWIDE
                                 General Notes
                                October 12, 1998
                             CSO Project No. 98398
-------------------------------------------------------------------------------

1.   General contractor to provide appliances such as refrigerators, icemakers, 
     etc.

2.   1st floor computer room to have a 4'-0" wood door with 4' sidelight.

3.   All standard doors to be 3' x 8' cherry wood doors. IDG Books Worldwide to 
     select cherry finish.

4.   All conference rooms to have clerestory glass from 7'-0" to ceiling.

5.   Areas with walls to deck and sound insulation in walls:

     Training Rooms, Conference Rooms, Dining/Kitchen, Restrooms, Exercise 
     Room, Computer Room.

6.   All office walls to have wall insulation and 2' sound batts on either side 
     of walls over ceiling tiles.

7.   All offices to have 3' x 8' cherry doors and a 3' sidelight with 1" 
     mini blinds.

8.   All exterior windows to have 1" mini blinds.

9.   Entry doors on 1st floor to be a pair of 3' x 8' Herculite doors.

10.  Allow $300,000.00 for Kitchen Cafeteria allowance.

11.  Computer room allowance is as follows:

     a.   Back-up power $357,000.00.

     b.   Low destruction fire suppression $429,000.00.

12.  Outdoor dining accommodations for site to be clarified by IDG Books 
     Worldwide.

13.  Allow $15,000.00 for 1st floor reception desk.

14.  Filtered water allowance $10,000.00.