<PAGE>
                                                                   EXHIBIT 10.15

INDUSTRIAL BUILDING LEASE               NO. 1201                 GEORGE E. COLE
(For Use in Illinois)                FEBRUARY 1986                 LEGAL FORMS

CAUTION: Consult a lawyer before using or acting under this form.  Neither the
publisher nor the seller of this form makes any warranty with respect thereto,
including any warranty of merchantability or fitness for a particular purpose.

                           INDUSTRIAL BUILDING LEASE

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Date of Lease              Term of Lease                      Monthly Rent
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April 7,1997               Beginning: April 7, 1997           SEE RIDER R-3
                           Ending: March 31, 2002
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Location of Premises:
Approximately 11,557 sq. ft. in the building commonly known as 1642 Lake Street,
Chicago, Illinois, as set forth on the floor plan outlined in yellow on Exhibit
A attached hereto and made a part hereof.
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Lessee shall also have the use of all common areas in the building in which the
Premises are located and the surrounding property, including without limitation
the adjacent alley providing access to Lake Street and Walnut Street.
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Purpose:
Lessee shall use the Leased Premises solely for the purpose of commissary and
general office use and Lessee will not use or permit or suffer the use of the
premises or any part thereof for any other business or purpose or violate any
zoning ordinance or impair the reputation of the building.
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<TABLE>
<S>                                           <C>         <C>
LESSEE:  BRIAZZ, INC.                         LESSOR:     WALNUT STREET PROPERTIES, INC.
         a Washington Corporation,            Address     1639 W. Walnut
         Jim McDermet                                     Chicago, Illinois 60622
Address: 1011 SW Klickitat Avenue, Suite 202
         Seattle, WA 98134
</TABLE>

     In consideration of the mutual covenants and agreements herein stated,
Lessor hereby leases to Lessee and Lessee hereby leases from Lessor solely for
the above purpose the premises designated above (the "Premises"), together with
the appurtenances thereto, for the above Term.  Subject to the terms and
conditions of the Rider attached hereto and made a part of hereof, Lessor and
Lessee agree as follows:


RENT                1.  Lessee shall pay Lessor or Lessor's agent as base rent
----
                    for the Premises the sum stated above, monthly in advance on
                    the first day of each month, until termination of this
                    lease, at Lessor's address stated above or such other
                    address as Lessor may designate in writing. In the event
                    Lessee does not pay the base rent within the first five days
                    of each month then a penalty shall accrue on the unpaid rent
                    at a rate of $15.00 per day from the first day of each
                                 ------
                    month. Notwithstanding the above Lessor agrees to notify
                    Lessee the first two times of Lessee's default in payment
                    during any calendar year and in the event Lessee does not
                    pay the base rent within five days after notice of default
                    from Lessor then a penalty will accrue on the unpaid rent at
                    a rate of $15.00 per day from the first day of each month.

LESSEE NOT TO       2.  Lessee will not allow the Premises to be used for any
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MISUSE SUBLET       purpose other than that herein before specified, and will
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ASSIGNMENT          not load floors with machinery or goods beyond the floor
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                    load rating prescribed by applicable municipal ordinances,
                    and will not allow the Premises to be occupied in whole, or
                    part, by any other person, and except as otherwise provided
                    in the Rider attached hereto will not sublet the same or any
                    part thereof, nor assign this lease without in each case
                    first obtaining the written consent of the Lessor, and
                    Lessee will not permit any transfer by operation of law of
                    the interest in Premises acquired through this lease, and
                    will not permit the Premises to be used for any unlawful
                    purpose, or any purpose that will injure the reputation of
                    the building or increase the fire hazard of the building; or
                    disturb the tenants or the neighborhood. In each instance
                    where Landlord's consent is required hereunder, such consent
                    shall not be unreasonably withheld or delayed.

INDEMNITY FOR       3.  Lessee covenants and agrees to protect and defend and
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ACCIDENTS           save and keep Lessor forever harmless and indemnified
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                    against and from any penalty or damages or charges imposed
                    for any violation of any laws or ordinances by Tenant, its
                    agents, contractors, servants, employees, subleases and
                    assignees and invitees, whether occasioned by the neglect of
                    the Lessee, its agents, contractors, servants, employees,
                    subleases and assignees and invitees, or otherwise and
                    Lessee will at all times protect indemnify, and save and
                    keep harmless the Lessor against and from any and all loss,
                    cost, damage or expense, arising out of or from any accident
                    or other occurrence on or about the Premises, with the
                    exception of those caused by the negligence or intentional
                    wrongful acts of Lessor, causing injury to any person or
                    property whomsoever or whatsoever and will protect,
                    indemnify and save and keep harmless the Lessor against and
                    from any and all claims and against and from any and all
                    loss, cost, damage or expense arising out of any failure of
                    Lessee in any respect to comply with and perform all the
                    requirements and provisions hereof.

                                       1
<PAGE>

NONLIABILITY        4.   Except as provided by Illinois statute, or by Lessor's
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OF LESSOR           failure to perform its obligations hereunder, Lessor shall
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                    not be liable for any damage occasioned by failure to keep
                    the Premises in repair, nor for any damage done or
                    occasioned by or from plumbing, gas, water, sprinkler,
                    steam, or other pipes or sewerage or the bursting, leaking
                    or running of any pipes, tank or plumbing fixtures, in,
                    above, upon or about Premises or any building or improvement
                    thereon nor for any damage occasioned by water, snow or ice
                    being upon or coming through the roof, skylights, trap door
                    or otherwise, nor for any damages arising from act or
                    neglect of any owners or occupants of adjacent or contiguous
                    property.

ACCESS TO           5.   Lessee will allow Lessor free access to the Premises,
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PREMISES            upon reasonable notice (not less than 24 hours, except in
--------
                    emergency cases) for examining or exhibiting or to make any
                    needful repairs, or alterations thereof which the Lessor may
                    see fit to make and which shall be made without interfering
                    with Lessee's business.

ABANDONMENT         6.   If Lessee shall abandon the Premises, or if Lessee's
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AND RELETTING       right to occupy the Premises be terminated by Lessor by
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                    reason of Lessee's breach of any of the covenants herein not
                    cured within any applicable cure period, the same may be re-
                    let by Lessor for such rent and upon such terms as Lessor
                    may deem fit and are commercially reasonable, subject to
                    Illinois statute; and if a sufficient sum shall not thus be
                    realized monthly, after paying the expenses reserved, Lessee
                    agrees to satisfy and pay all deficiency monthly during the
                    remaining period of this lease. Only those expenses incurred
                    by Lessor which are allocable to the remainder of the Term
                    shall be credited against rents received by Lessor.

HOLDING             7.   Lessee will, at the end of this Lease by lapse of time
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OVER                or otherwise yield up immediate possession to he Lessor, and
----
                    failing so to do, will pay as liquidated damages, for the
                    whole time such possession is withheld a sum equal to I
                    1/2 the daily amount of rent provided for in this Lease for
                    the period immediately proceeding the termination of the
                    lease for each day possession is withheld; and Lessee shall
                    also pay Lessor all reasonable and direct damages sustained
                    by Lessor by reason of Lessee's retention of possession in
                    excess of such sum; but the provisions of this clause shall
                    not be held as a waiver by Lessor of any right of re-entry
                    as hereinafter set forth; nor shall the receipt of said rent
                    or any pan thereof, or any other act in apparent affirmance
                    of tenancy, operate as a waiver of the right to forfeit this
                    lease and the term hereby granted for the period still
                    unexpired, for a breach of any of the covenants herein.

EXTRA FIRE          8.   There shall not be allowed, kept, or used on the
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HAZARD              Premises any inflammable or explosive liquids or materials
------
                    save such as may be necessary for use in the business of the
                    Lessee, and in such case, any such substances shall be
                    delivered and stored in amount, and used in accordance with
                    reasonable requirements Lessor's insurance carrier and
                    statutes and ordinances now hereafter in force.

DEFAULT BY          9.   Subject to the Rider attached hereto, if a default be
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LESSEE              made in the payment of the above rent, or any part thereof,
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                    or in any of the covenants herein contained to be kept by
                    the Lessee, and which defaults are not cured within the
                    applicable cure periods provided for in the Rider, Lessor
                    may at any time thereafter at his election declare said term
                    ended and re-enter the Premises or any part thereof, with or
                    (at the extent permitted by law) without notice or process
                    of law, and remove Lessee or any persons occupying the same
                    without prejudice to any remedies which might otherwise be
                    used for arrears of rent and Lessor shall have at all times
                    the right to distrain for rent due and shall have a valid
                    lien upon all personal property which Lessee now owns, or
                    may hereafter acquire, or have an interest in which by law
                    subject to such distraint as security for payment of the
                    rent herein reserved, provided, however, that any such lien
                    or right of distraint of Lessor against personal property of
                    Lessee shall be junior and subordinate to all present and
                    future security interests granted by Lessee in any such
                    items of personal property. If required by any lender of
                    Lessee, Lessor shall execute an instrument confirming such
                    subordination to any lender of Lessee having a security
                    interest in Lessee's personal property.

NO RENT             10.  Lessee's covenant to pay rent is and shall be
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DEDUCTION           independent of each and every other covenant of this Lease.
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OR SET OFF          Subject to the Rider attached hereto, Lessee agrees that any
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                    claim by Lessee against Lessor shall not be deducted from
                    rent nor set off against any claim for rent in any action.

RENT AFTER          11.  It is further agreed, by the parties hereto, that after
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NOTICE OR SUIT      the service of this notice, or the commencement of a suit or
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                    after final judgment of possession of the Premises, Lessor
                    may receive and collect any rent due, and the payment of
                    said rent shall not, except to the extent of the rent paid,
                    waive or affect said notice, said suit, or said judgment.

PAYMENT OF          12.  Lessee will pay and discharge all reasonable costs,
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COSTS               attorney's fees and expense that shall be made and incurred
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                    by Lessor in enforcing the agreements of this Lease, in the
                    event of Lessee's default. In the event of any dispute
                    between the parties regarding this Lease, the non-prevailing
                    party in such dispute shall pay the reasonable attorneys
                    fees and expenses incurred by the prevailing party.

RIGHTS              13.  The rights and remedies of Lessor under this lease are
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CUMULATIVE          cumulative. The exercise or use of any one or more thereof
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                    shall not bar Lessor from exercise or use of any other right
                    or remedy provided herein or otherwise provided by law, nor
                    shall exercise nor use of any right or remedy by Lessor
                    waive any other right or remedy.

FIRE AND            14.  In case the Premises shall be rendered untenantable
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CASUALTY            during the term of this Lease by fire or other casualty and
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                    the damage can be repaired within 120 days, Lessor shall
                    repair the Premises. If the damage will take more than 120
                    days to repair, either Lessor or Lessee may terminate this
                    Lease by giving written notice of termination within 30 days
                    after the damage occurs, and if no such notice is given by
                    either party, Lessor will repair the Premises and this Lease
                    will continue in full force and effect. If Lessor is
                    required to repair the Premises, this Lease shall remain in
                    effect except that rental payments shall abate from the date
                    of such fire or casualty until the Premises arc again
                    tenantable. If this lease is terminated by reason of fire or
                    casualty as herein specified, rent shall be apportioned and
                    paid to the day of such fire or other casualty.

                                       2
<PAGE>

SUBORDINATION       15.  This Lease is subordinate to all mortgages which may
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                    now or hereafter affect the Premises provided that the
                    holder of any such mortgage shall agree to recognize this
                    Lease and not disturb Lessee's occupancy of the Premises so
                    long as Lessee is not in default beyond any applicable cure
                    period. Within 15 days after the date hereof, a form of
                    subordination and non disturbance/attornment agreement in
                    form reasonably acceptable to Lessee shall be obtained by
                    Lessor from any present mortgage holder and shall be
                    executed by such holder and by Lessee and Lessor.

PLURALS;            16.  The words "Lessor" and "Lessee" wherever herein
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SUCCESSORS          occurring and used shall be construed to mean "Lessors" and
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                    "Lessees: in case more than one person constitutes either
                    party to this Lease; and all the covenants and agreements
                    contained shall be binding upon, and inure to, their
                    respective successors, heirs, executors, administrators and
                    assigns and may be exercised by his or their attorney or
                    agent.

SEVERABILITY        17.  Wherever possible, each provision of this Lease shall
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                    be interpreted in such manner as to be effective and valid
                    under applicable law, but if any provision of this Lease
                    shall be prohibited by or invalid under applicable law, such
                    provision shall be ineffective to the extent of such
                    prohibition or invalidity, without invalidating the
                    remainder of such provision or the remaining provisions of
                    this Lease.

PERMITS,            18.  It is hereby understood that Lessee has applied for
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EXAMINATION         all permits required for Lessee's use of the Premises for
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OF PREMISES         the purposes permitted under this Lease. In the event Lessee
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                    is unable to obtain all such permits within forty-five (45)
                    days from the date hereof, Lessee may give notice to Lessor
                    terminating this Lease, with a penalty payment of $13,906.92
                    from Lessee to Lessor, which payment shall be accomplished
                    by Lessee's forfeiture of the Security Deposit. If no such
                    notice is given within sixty (60) days from the date hereof,
                    Lessee's right of termination shall expire and be of no
                    further force or effect.

MEMORANDUM          19.  At the request of either party, both parties shall
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OF LEASE            execute a memorandum of Lease, in recordable form reasonably
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                    acceptable to both parties, describing the Premises
                    including all common areas, setting forth the term of this
                    Lease and the Occupancy Date, the existence of the three
                    options to extend and Lessee's right to expand and right of
                    first refusal. Either party may record the Memorandum of
                    Lease provided that a copy of the recorded document is
                    provided to the other party.


                              ATTACH RIDERS HERE


     If this instrument is executed by a corporation, such execution has been
authorized by a duly adopted resolution of the Board of Directors of such
operation.


     This Lease consists of _____ pages numbered 1 to _____, including a rider
consisting of _____ pages, identified by Lessor and Lessee.


     IN WITNESS WHEREOF, the parties hereto have executed this instrument as of
the Date of Lease stated above.

LESSEE: BRIAZZ, INC.                     LESSOR: WALNUT STREET PROPERTIES, INC.


By:       /s/ James McDermet   (seal)    By:______________________________(seal)
   ----------------------------------
          JIM MCDERMET                              JAMES BOLDUC
Title: President                         Title:

                                       3
<PAGE>

RIDER ATTACHED TO AND MADE A PART OF THAT CERTAIN INDUSTRIAL BUILDING LEASE
DATED AS OF APRIL 7, 1997 C-LEASE") BY AND BETWEEN BRIAZZ, INC. ("LESSEE") AND
WALNUT STREET PROPERTIES, INC. ("LESSOR") FOR THE PREMISES COMMONLY KNOWN AS
1642 LAKE STREET, CHICAGO, ILLINOIS.

_____________________________________________________________

R-1.      Should any conflict or inconsistency arise between any term, provision
          or condition of this Rider and the pre-printed portion of this Lease
          (pages I through 3), except as may be specified to the contrary, the
          terms, provisions or conditions of this Rider shall control.
          References in this Lease or the Rider to "lease" or "Lease" shall be
          deemed to include this Rider. This Lease contains the sole and
          exclusive agreement between the parties with respect to the subject
          matter hereof, supersedes all prior understandings, if any, with
          respect thereto, and may not be amended, supplemented or terminated,
          nor shall any obligation hereunder or condition hereof be deemed
          waived, except by a written agreement signed by the party to be
          charged. The provisions of this Lease are to apply to and bind the
          successors (personal representatives and heirs) and assigns of the
          respective parties. This Lease shall be governed by and construed in
          accordance with the laws of the State of Illinois.

R-2.      Upon the execution of this Lease, Lessee shall pay to Lessor the sum
          of Thirteen Thousand Nine Hundred and Six Dollars and
          92/100($13,906.92) in cash (the "Security Deposit"), to be held by
          Lessor as security for Lessee's faithful performance and observance of
          all of the terms, covenants and conditions of this lease, including,
          without limitation, the surrender of possession of the Premises to
          Lessor as herein provided. Lessor may commingle the Security Deposit
          funds with other funds of Lessor, and there shall be no requirement
          that any interest be paid on said Security Deposit. It is agreed that
          in the event Lessee defaults in respect to any of the terms,
          provisions and conditions of this Lease, including, but not limited
          to, the payment of Base Rent and Additional Rent, Lessor may apply or
          retain the whole or any part of the Security Deposit to the extent
          required for the payment of any Base Rent and additional Rent or any
          other sum as to which Lessee is in default, or for any sum that Lessor
          may expend or may be required to expend by reason of Lessee's default
          in respect of any of the terms, covenants and conditions of this Lease
          (including, but not limited to, any damages or deficiency in the
          relating of the Premises, whether such damages or deficiency accrues
          before or after summary proceeding or other reentry by Lessor). The
          Security Deposit is not to be used or applied by Lessee as a
          substitute for Base Rent, Additional Rent or any other payment due to
          Lessor in any month, but may be so applied by Lessor at any time and
          at Lessor's option; provided however, and notwithstanding any other
          terms of this paragraph, in the event Lessee is not then in default,
          Lessee may apply $5,056.19 from the Security Deposit to payment of
          Base Rent accruing on and after April 1, 1999 only upon prior written
          notice to Lessor. The Lessor's use, application or retention of all or
          any portion of the Security Deposit shall not prevent Lessor from
          exercising any other right or remedy available against Lessee and
          provided by this Lease or by law or equity, and shall not operate as a
          limitation on any recovery to which Lessor may otherwise be entitled.
          If Lessor so applies or retains any part of the Security Deposit, then
          upon written demand from Lessor, Lessee shall deposit cash with Lessor
          in the amount required to ensure that Lessor shall have the full
          Security Deposit on hand at all times during the term. If Lessee fully
          and faithfully complies with all of the terms, provisions, covenants
          and conditions of this Lease, the balance of the Security Deposit, if
          any, shall be returned to Lessee within thirty (30) days after Lessee
          surrenders the entire Premises to Lessor in the condition required
          under the Lease; provided, however, that if Lessee fails to so comply
          with the preceding requirement and, as a result, Lessor retains or
          applies all or some portion of the Security Deposit to the cure of
          such default, Lessor shall provide Lessee with a reasonably detailed
          written explanation of the nature of such default or breach.

R-3       The base rental for each month of the initial term of the lease shall
          be as follows:

                                 YEAR:         RATE:
                     4/1/97 - 3/31/98:       $5,056.19 per month
                     4/l/98 - 3/31/99:       $5,056.19 per month
                     4/1/99 - 3/31/2000:     $5,056.19 per month
                     4/1/00 - 3/31/01:       $5,826.65 per month
                     4/1/01 - 3/31/02:       $6,000.01 per month

          It is hereby understood that Lessee, prior to the Lease Commencement
          Date, shall have the non-exclusive right to enter the Leased Premises
          for the sole purpose of preparing the Leased Premises for move-in
          condition with all terms of this Lease in full force and effect,
          except rental. Lessee acknowledges that prior to the Lease
          Commencement Date the Leased Premises will be under construction.
          Lessor shall have no liability for any of Lessee's personal property
          prior the Lease Commencement Date. Lessee agrees to confer with
          Lessor, so as not to unreasonably interfere with Lessors' construction
          within the Leased Premises.

                                       4
<PAGE>

R-4.      Lessor shall have no duty or obligation to provide and maintain any
          utilities or services of any kind or nature whatsoever to the Leased
          Premises or to Lessee except that to the extent any utilities are
          located outside the Premises upon Lessor's property and within
          Lessor's control, Lessor shall take any action required by Lessor to
          continue utility services to the Premises. However, Lessor
          acknowledges that utility services are currently being provided to the
          Leased Premises. Without limitation of the foregoing, Lessee shall
          arrange for and pay directly to the appropriate supplier, all charges
          for all utilities for the Premises including electricity, gas, water
          and sewer charges as well as for security services, if they elect to
          provide for such service. Lessee shall also pay directly for such
          janitor/cleaning service and scavenger services for the removal of all
          Lessee's refuse and garbage as may be required for waste generated by
          Lessee so as to keep the Leased Premises clean and in sightly
          condition, odor and rodent fee and as maybe required to comply with
          all city ordinances, state laws and rules and regulations of other
          applicable regulatory bodies. Lessee agrees to comply with all city
          ordinances, state laws and rules and regulations of other applicable
          regulatory bodies pertaining to their garbage dumpsters agreeing to
          maintain the area in a clean and sightly condition, odor and rodent
          free and any improvements or appurtenances required by virtue of said
          compliance shall be installed, maintained and paid for by Lessee.
          Lessee agrees to maintain heat in the Premises at all necessary levels
          so that the sprinkler system including, without limitation, the pipes
          therein, shall not freeze. The failure of the Lessee to pay in a
          timely fashion any of the above described charges, which failure is
          not cured within any applicable cure period, shall constitute an event
          of default under this Lease. The obligations imposed on Lessee under
          this Paragraph R-4 shall survive the Expiration Date, extension hereof
          or any earlier termination of Lease, but only with respect to those
          utility charges that accrue through the date on which this Lease or
          any extension hereof expires or is otherwise terminated.

R-5.      Lessee shall obtain and pay for Commercial General Liability Insurance
          (bodily injury and property damage liability), in an insurance company
          acceptable to Lessor, covering the leased premises and also insuring
          Lessor, the title-holding trust and its beneficiaries. Lessee's
          insurance company shall supply a certificate of Insurance to Lessor
          showing Lessor as an additional insured. The combined limit for said
          insurance shall be $2,000,000.00. Lessee shall be responsible for
          insuring its own personal property. Prior to taking possession, Lessee
          shall deposit with Lessor copies of the policy, receipt of which by
          Lessor and proof of premium payment, as payment, is made from time to
          time. Lessee shall be responsible for and carry workers compensation
          covering the leased premises and also insuring Lessor, the title-
          holding trust and its beneficiaries with statutory limits of liability
          and including employers liability coverage with limits of liability of
          $100,000/$500,000/$100,000.

R-6.      Each of the parties to this Lease hereby waives all claims for
          recovery from the other party for any loss or damage to any of its
          property insured (or required hereunder to be insured) under valid and
          collectible insurance policies, to the extent of any recovery
          collectible (or which would have been collectible had such insurance
          required hereunder been obtained) under such insurance policies plus
          any deductible amounts, and each party hereby waives any right of
          subrogation that may otherwise accrue to any insurance company or
          other entity against the other party hereunder. Nothing contained in
          this paragraph shall release Lessee from the obligation set forth in
          this Lease above to obtain insurance policies or certificates thereof.

R-7.      Lessee agrees with Lessor that in the event there is any change in
          Lessee's use of the Premises (from the use permitted hereunder) which
          in any manner or form increases the insurance premiums that are
          presently carried by Lessor, then, and in such event, Lessee agrees to
          pay Lessor, as additional rent for the Premises, the total increased
          amount of any such premiums which are the result of such change in
          use. In addition to the foregoing, if the cost of the insurance
          presently covering the premises commonly known as 1642 Lake Street,
          Chicago, Illinois is increased, then, and in such event, Lessee agrees
          to pay Lessor Lessee's pro-rata share of such increased insurance
          costs within ten (10) days after being rendered a statement for the
          foregoing increase in insurance costs. Notwithstanding anything herein
          contained to the contrary, in the event there is an increase in the
          rate of insurance caused by the purposes for which the premises
          commonly known as 1642 Lake Street Chicago, Illinois are used by other
          lessees, Lessee shall not be liable for any such increased insurance
          costs.

R-8.      Lessee has inspected the Leased Premises, and, except as otherwise
          stated herein knows the condition of the Premises, has received the
          same in good order and repair, and acknowledges that no
          representations as to the condition and repair thereof have been made
          by Lessor, or his agent, prior to or at the execution of this Lease
          that are not herein expressed. Lessee understands that the Leased
          Premises is located in an industrial building, which is inherently
          noisy and dusty and Lessee agrees to accept this Agreement subject to
          those inherent conditions. Upon the Lease Commencement Date, Lessor
          agrees that all doors and windows, including skylights, exterior entry
          doors and garage doors and all existing plumbing and electrical
          systems in the Leased Premise and which are not to be replaced as part
          of the initial alterations shall be in good repair and condition. Any
          capital expenditures or other improvements or repairs to any part of
          the Building or property of which the Leased Premises is a part
          required by statute, ordinance, rule or regulation of any governmental
          or quasi-governmental body or authority, and which is common area not
          the responsibility of other tenants who are obligated to pay the same,
          shall be made and paid for by Lessor. Lessee's use of the Leased
          Premises shall also, at all times comply with all applicable laws,
          ordinances and regulations of governmental or quasi-governmental
          authorities having jurisdiction thereof. NO liquor shall be sold on
          the Leased Premises. Lessee shall not commit waste or do or permit any
          act or omission in or about the Leased Premises which may be dangerous
          to person or property, or which may invalidate, violate the terms of
          or increase the amount of premiums for any policy. of insurance
          carried on the Property or covering operation of the building. Lessee
          shall not do or permit anything to be done upon the Leased Premises,
          or bring or keep anything thereon which is in violation of rules,
          regulations or requirements of the Chicago Fire Department, Illinois
          Inspection and Rating Bureau, Fire Insurance Rating Organization, or
          any other similar authority having jurisdiction over the Property.

                                       5
<PAGE>

R-9.      Lessee has inspected the Leased Premises, and, subject to the other
          provisions of this Lease, including the improvements (defined below),
          accepts the condition of the Leased Premises on an "as-is" "where-is"
          basis, and Lessor shall have no duty or obligation, of any nature or
          kind (except as set forth elsewhere in this Lease) to complete or
          perform any improvements to the Leased Premises in connection with the
          Lease or Lessee's occupancy of the Leased Premises, except as
          specifically set forth in this Lease. Lessee further understands and
          agrees that Lessor shall have no liability or responsibility to pay
          any costs or expenses in connection with the maintenance and repair of
          the Leased Premises of any kind during the Lease term or any extension
          hereof other than as provided herein. Lessee agrees at its sole cost
          and expense that it will maintain, repair and make all replacements,
          additions and improvements required to keep or cause to be kept in the
          interior of the Leased Premises and the plumbing, heating, air
          conditioning, electrical, hot water tank, fire protection,
          ventilating, lighting, and pipes and other mechanical equipment and
          appurtenances situated inside the Leased Premises or situated outside
          the Leased Premises but exclusively serving the Leased Premises in
          good order, repair and condition, sanitary and safe, at its cost,
          including any damage to the internal structural members of the
          building caused by Lessee. Lessee will also maintain, repair, and make
          all replacements, additions and improvements and keep in good repair
          and condition and clean, sanitary and safe, at its costs, all doors
          and garage door openings, door frames, fixtures, equipment and
          appurtenances thereof, partitions, windows and moldings, glass
          1(including plate glass) that is in Lessee's sole possession and shall
          repair any damage to the common areas including but not limited to the
          parking area, the security system for the parking area, all access
          areas, dock areas, equipment doors and garage door openings caused by
          Lessee. If replacement of equipment, fixtures and/or appurtenances
          thereto is necessary, Lessee shall at Lessee's sole cost and expense
          replace the same with equipment, fixtures and/or appurtenances of the
          same quality and utility, and repair all damage done in or by such
          replacement. If Lessee does not make repairs as required hereunder
          promptly and adequately, Lessor may but need not make such repairs and
          pay the costs thereof, and such costs shall be additional rent
          immediately due from and payable by Lessee to Lessor. Except in
          emergency cases, Lessor shall not make any such repairs unless Lessor
          has first given Lessee at least ten days notice specifying any repair
          which Lessor believes is required. Lessee will comply with all city
          ordinances, state laws and rules and regulations of other applicable
          regulatory bodies pertaining to the use and occupancy of said premises
          and the common areas used exclusively by Lessee, and any repairs,
          capital expenditures, improvements or appurtenances required by virtue
          of said compliance and related to Lessee's business operation shall be
          installed and paid for by Lessee. Lessee will replace all broken and
          damaged glass in the Leased Premises, and will also replace all broken
          and damaged glass in the common areas if such breakage or damage was
          caused by Lessee. Upon receipt of written request from Lessee, the
          Lessor shall, during the term of this Lease, make any and all
          necessary repairs to the internal or external structural members,
          common walls floor (excluding floor coverings), foundation and roof,
          except where such damage was caused by Lessee cutting through said
          roof or is otherwise caused by Lessee. Lessor shall also, as
          reasonably determined by Lessor, maintain and make any and all
          necessary repairs to all common areas, including the parking area, the
          security system for the parking area and all access areas, except
          where said damage is caused by Lessee. Lessor shall not make any
          changes in the common areas in a manner which would materially
          interfere with Lessee's business conducted in the Leased Premises,
          except as required to comply with all applicable laws, statutes,
          ordinances, rules or regulation of any governmental or quasi-
          governmental body or authority. At the expiration of this Lease,
          Lessee shall surrender and yield up the Leased Premises to Lessor in
          good order and condition, ordinary wear and tear and loss by casualty
          excepted. If the Premises are equipped with heating and air
          conditioning units, said units may be used by Lessee for the purpose
          of providing heat and air conditioning to the Premises. Lessee, at its
          sole costs and expense, shall repair, operate and maintain the said
          equipment in good working order.

R-10.     During the term of this Lease, Lessee shall furnish and maintain in
          good condition, working order and repair, fire extinguishers in
          compliance with all city and state fire codes, regulations, ordinances
          and laws.

R-11.     At the termination of this Lease by lapse of time or for whatsoever
          reason, Lessee will at once surrender possession of the Leased
          Premises to Lessor and shall remove such of Lessee's goods and effects
          as are not permanently affixed to the premises, remove all of Lessee's
          signs and return the Premises to its original condition as altered by
          Lessee, reasonable wear and tear and loss by casualty excepted; repair
          any damage caused by such removal; and promptly surrender the Premises
          and all alterations and additions thereto and all decorating,
          fixtures, furnishings, partitions, electrical wiring, panel boxes and
          other electrical equipment, heating, ventilating and cooling
          equipment, and other equipment and floor coverings, all of which are
          permanently affixed to the Premises, which shall thereupon become the
          property of Lessor, in clean and good order, repair and condition,
          damage by fire or other casualty and ordinary wear and tear excepted.
          If Lessee shall fail or refuse to remove all such property from the
          Leased Premises within fifteen (15) days, following such termination
          any personal property of Lessee not removed shall at Lessor's option,
          become the property of Lessor to the fullest extent allowed by law. In
          said event it shall be conclusively presumed that Lessee abandoned
          said personal property, and title thereto shall thereupon pass to
          Lessor without any cost to Lessor either by setoff, credit allowance
          or otherwise, and Lessor shall be entitled to be reimbursed by Lessee
          for any removal or other expenses incurred by Lessor as a result of
          such abandonment.

                                       6
<PAGE>

R-12.     Lessee shall not remodel or make any alterations, repairs, additions
          or improvements in or to the Premises including the initial alteration
          except with the advance written consent of Lessor, which said consent
          shall not be unreasonably withheld. Notwithstanding the foregoing
          without Lessor's consent Lessee shall be entitled to make alterations
          not affecting any structural components, the building systems or the
          other tenants in the Building and costing up to $20,000.00 in any
          year. If such written approval of Lessor is obtained (or is not
          required), then the Lessee shall, during or before the term of this
          Lease, repair, remodel, alter and improve the demised premises at its
          own expense, all of which must be done by the Lessee in conformity
          with any law, ordinance or regulation pertaining thereto and in a good
          an workmanlike manner, using only materials of good grade or quality
          and which will not in any way endanger or weaken the structural
          support of said premises. All such repairing, remodeling, altering and
          improving of the demised premises will become the property of the
          Lessor unless otherwise expressly provided in the aforesaid consent.

          Lessee shall promptly pay or cause to be paid the costs of all such
          alterations, additions, repairs, improvements or changes made by
          through and/or on behalf of Lessee. Lessee shall not permit any
          mechanic's lien, materialmen's contractor's or subcontractor's liens o
          liens arising from, or any claim for damage growing out of, the work
          of any construction, repair, restoration, replacement or improvement
          by, through and/or on behalf of Lessee, to be placed upon the Premises
          or any part of the entire property or improvements thereon, and in the
          event that such a lien is filed, Lessee shall promptly pay all of such
          lien, claims or demands before any action is brought to enforce the
          same against the Premises, and Lessee agrees to indemnify, defend and
          save Lessor and Property free and harmless from any and all such
          liens, claims and demands, together with reasonable attorneys' fees
          and all costs and expenses in connection therewith. If default in
          payment thereof shall continue for thirty (30) days after written
          notice thereof, from Lessor to Lessee, Lessor shall have the right an
          privilege, at Lessor's option, of paying the same or any portion
          thereof without inquiry as to the validity thereof, and any amounts so
          paid including expenses and interest, shall be so much additional
          indebtedness hereunder due from Lessee to Lessor and shall be repaid t
          Lessor immediately on rendition of bill therefore. Lessee covenants
          and agrees to pay and indemnify, defend and save Lessor and Property
          free and harmless from all legal costs and charges, including
          attorneys fees lawfully and reasonably incurred in the defense of any
          suit arising out of the occupancy of the Premises in question by the
          Lessee, in discharging the Premises or any part thereof from any liens
          judgments or encumbrances suffered or incurred by said Lessee.
          Notwithstanding the foregoing, if Lessee desires to contest any such
          lie filed or recorded against the Property, Lessee shall provide
          Lessor with a bond, cash, title indemnity or other security reasonably
          acceptable to Lessor in an amount equal to not less than one and one
          half (1 1/2) times the full amount of the charge under contest plus,
          al interest, costs, expenses and penalties.

          Upon completion of the aforesaid alterations, additions, repairs or
          changes by Lessee's contractor, Lessee shall deliver to Lessor
          Contractor's sworn affidavits and full and final waivers of lien
          covering all labor and materials expended and used.

                                       7
<PAGE>

R-13      DEFAULT.  (A) Bankruptcy of Lessee. In the event that Lessee shall
          make an assignment for the benefit of creditors, or shall file a
          voluntary petition under any state or federal bankruptcy or insolvency
          law, or if an involuntary petition alleging an act of bankruptcy or
          insolvency shall be filed against Lessee under any state or federal
          bankruptcy or insolvency law, or whenever a petition shall be filed by
          or against Lessee under the reorganization provisions of the United
          States Bankruptcy Act or under the provisions of any law of like
          import, or whenever a petition shall be filed by Lessee under the
          arrangement provisions of the United States Bankruptcy Act or similar
          law, or whenever a receiver of Lessee, or of, or for, the property of
          Lessee shall be appointed, or Lessee admits it is insolvent or is not
          able to pay its debts as they mature, and such proceeding or petition
          is not dismissed within sixty (60) days of the date it is filed, then
          such event shall constitute a default by Lessee under this Lease,
          whereupon Lessor may exercise its remedies as provided in Paragraph R-
          14 below.

          (B) Default Provisions.  Each of the following items shall constitute
          a default under this Lease by Lessee: (a) if Lessee fails to pay Base
          Rent or Additional Rent when due hereunder, and such failure continues
          for more than ten (10) days after Lessor delivers written notice to
          Lessee advising Lessee of such failure; (b) if Lessee fails to timely
          satisfy any monetary obligation imposed under this Lease, other than
          the payment of Base Rent and Additional Rent, and such failure
          continues for more than fifteen (15) days after Lessor delivers
          written notice to Lessee advising Lessee of such failure; (c) if
          Lessee fails to cure any non-monetary default under this Lease within
          thirty (30) days after Lessor delivers written notice advising Lessee
          of such default, or in the case of a non-monetary default which
          cannot, by its nature, be cured within a period of thirty (30) days
          and the continuance of which for the period required for cure will not
          (i) subject Lessor to any litigation; or (ii) subject the Premises, or
          any part thereof, to condemnation; (iii) subject the Premises, or any
          part thereof, to any lien or encumbrance; or (iv) result in the
          termination of the Lease or foreclosure of any superior mortgage, and
          if Lessee shall not have (x) within said thirty (30) day period,
          advised Lessor of Lessee's intention to take all steps necessary to
          remedy such default; (y) duly commenced, within said thirty (30) day
          period, and thereafter diligently pursue to completion, all steps
          necessary to remedy the default; and (z) completed such remedy within
          a reasonable time; (d) if any event shall occur, or any contingency
          shall arise, whereby this Lease or the estate hereby granted, or the
          unexpired balance of the Term, would, by operation of law or
          otherwise, devolve upon or pass to any person, firm or corporation
          other than Lessee, except for a sub-let or assignment consented to by
          Lessor; or (e) if Lessee abandons the Premises.

          (C) Lessor's Rights Upon Default of Lessee. If Lessee defaults in the
          performance of any of its obligations under this Lease, Lessor,
          without thereby waiving such default, may (but shall not be obligated
          to) perform the same for the account, and at the expense of, Lessee,
          without notice in a case of emergency, and in any other case only if
          such default continues after the expiration of fifteen (15) days from
          the date Lessor gives Lessee written notice of the default. Any
          reasonable expenses incurred by Lessor in connection with any such
          performance, and all costs, expenses, and disbursements of every kind
          and nature whatsoever, including reasonable attorneys' fees (through
          all appellate proceedings) involved in collecting or endeavoring to
          collect the Base Rent or Additional Rent or any part thereof or
          enforcing or endeavoring to enforce any rights against Lessee or
          Lessee's obligations hereunder, shall be due and payable upon Lessor's
          submission of an invoice therefore. All sums advanced by Lessor on
          account of Lessee under this Paragraph 13, or pursuant to any other
          provision of this Lease, and all Base Rent and Additional Rent, if
          delinquent or not paid by Lessee and received by Lessor when due
          hereunder, shall bear interest at the rate of three percent (3%) per
          annum above the "base" or "prime" or similar rate of interest publicly
          announced, from time to time by The First National Bank of Chicago,
          from the date such payment is due until paid in full, and such
          interest shall be and constitute Additional Rent and be due and
          payable upon Lessor's submission of an invoice therefor.

                                       8
<PAGE>

R-14    REMEDIES (A) Lessor's Remedies. In the event of any default under or
        breach of this Lease by Lessee, Lessor, at its option, and after the
        proper written notice, if any (as required in Paragraph R-13) has been
        given and any applicable cure period has expired, may, in addition to
        all other rights and remedies provided in this Lease, at law or in
        equity, and without further notice to Lessee: (a) terminate this Lease
        and Lessee's right of possession of the Premises, and recover all
        reasonable damages to which Lessor is entitled under law, specifically
        including, without limitation, the difference between the present value
        of Base rent and Additional Rent for the balance of the Term and the
        fair rental value of the Premises for said Term, all Lessor's expenses
        of reletting allocable to Lessee's unexpired term (including repairs,
        alterations, improvements, additions, decorations, reasonable legal fees
        and brokerage commissions), and Lessor and Lessee agree that Lessee
        shall also be liable to Lessor for broker's fees allocable to Lessee's
        unexpired term and unamortized improvement costs and legal fees or (b)
        terminate Lessee's right of possession of the Premises without
        terminating this Lease; provided, however, that Lessor shall use its
        reasonable efforts, whether Lessor elects to proceed under Subparagraphs
        (a) or (b) above, to relet the Premises, or any part thereof for the
        account of Lessee, for such rent and term and upon such terms and
        conditions as are commercially reasonable and acceptable to Lessor. If
        Lessor shall elect to pursue its rights and remedies under Subparagraph
        (b), then Lessor shall have the further right and remedy to rescind such
        election and pursue its rights and remedies under Subparagraph (a), if
        Lessor has obtained a lessee to relet the Premises, which, in Lessor's
        reasonable judgment, is a suitable lessee. For purposes of such
        reletting, Lessor is authorized to decorate, repair, alter and improve
        the Premises to the extent deemed necessary by Lessor, in its reasonable
        judgment. If Lessor fails to relet the Premises or if the Premises are
        relet and a sufficient sum is not realized therefrom, after payment of
        all Lessor's expenses of reletting properly allocable to the unexpired
        term of this Lease (including repairs, alterations, improvements,
        additions, decorations, reasonable legal fees and brokerage
        commissions), to satisfy the payment, when due, of Base Rent and
        Additional Rent reserved under this Lease for any monthly period, then
        Lessee shall pay to Lessor a sum equal to the amount of Base Rent and
        Additional Rent due under this Lease for each such monthly period, or if
        the Premises have been relet, Lessee shall pay any such deficiency
        monthly. Lessee agrees that Lessor may file suit to recover any sums due
        to Lessor hereunder from time to time and that such suit or recovery of
        any amount due Lessor hereunder shall not be any defense to any
        subsequent action brought for any amount not therefore reduced to
        judgment in favor of Lessor. In the event Lessor elects, pursuant to
        this Paragraph R-14(A), to terminate Lessee's right of possession only,
        without terminating this Lease, Lessor may, at Lessor's option, enter
        into the Premises, with process of law, remove Lessee's property,
        Lessee's signs and other evidences of tenancy, and take and hold
        possession thereof, provided, however, that such entry and possession
        shall not terminate this Lease or release Lessee, in whole or in part,
        from Lessee's obligation to pay the Base Rent and Additional Rent
        reserved hereunder for the full Term, or from any other obligation of
        Lessee under this Lease. Any and all property that may be removed from
        the Premises by the Lessor pursuant to the authority of this Lease or of
        law, to which the Lessee is or may be entitled, may be handled, removed
        or stored by the Lessor at the risk, cost and expense of the Lessee, and
        the Lessor shall in no event be responsible for the value, preservation
        or safekeeping thereof. The Lessee shall pay to the Lessor, upon demand,
        any and all reasonable expenses incurred in such removal and all storage
        charges against such property so long as the same shall be in the
        Lessor's possession or under the Lessor's control. Any such property of
        the Lessee not retaken from storage by the Lessee within thirty (30)
        days after the end of the Term, however terminated, shall be
        conclusively presumed to have been conveyed by the Lessee to the Lessor
        under this Lease as a bill of sale, without further payment or credit by
        the Lessor to the Lessee. Lessee hereby grants to Lessor a first lien
        upon the interest of Lessee under this Lease to secure the payment of
        monies due under this Lease, which lien may be enforced in equity; and
        Lessor shall be entitled as a matter of right to have a receiver
        appointed to take possession of the Premises and relet the same under
        order of court.


        (B) Rights of Lessor. Suit or suits for the recovery of such damages, or
        any installments thereof, may be brought by Lessor from time to time at
        its election, and nothing contained in this Lease shall be deemed to
        require Lessor to postpone suit until the Expiration Date, not limit or
        preclude recovery by Lessor against Lessee of any sums or damages which,
        in addition to the damages particularly provided above, Lessor may
        lawfully be entitled by reason of any default hereunder on the part of
        Lessee. The various rights, remedies and elections of Lessor reserved
        expressed or contained herein are cumulative and no one of them shall be
        deemed to be exclusive of the others or of such other rights, remedies,
        options or elections as are now or may hereafter be conferred upon
        lessor by law.

        (C) Remedies of Lessee. In the event of any breach by Lessor of its
        obligations hereunder, not cured within sixty (60) days of written
        notice from Lessee (or shorter period if an emergency is involved)
        Lessee shall be entitled to all remedies available at law or equity.
        Without limiting the foregoing, in the event Lessor has not paid
        Lessor's agreed contribution to improvements as provided for in
        Paragraph R-20 below, Lessee may offset the amount of such contribution
        together with interest at the same rate payable by Lessee to Lessor in
        the event of default against Rent otherwise payable by Lessee hereunder.

R-15    Lessee agrees to pay to Lessor, as additional rent hereunder, for each
        applicable year of the lease Lessee's proportionate share (10.7%) of any
        increase in the real estate taxes, against the building and the land
        underlying the building and improvements thereon, which is taxed
        together therewith during the lease term ("taxes") and paid by Landlord,
        over taxes paid by Landlord for the base year 1996 which is payable in
        1997 - such amount being called the "additional rent." Said real estate
        taxes shall include all real estate taxes and installments of
        assessments that are levied upon and/or assessed against the Premises.
        The Lessee or Lessor shall have the right to contest in good faith any
        real estate taxes imposed upon the Premises in the manner provided by
        law for contesting same, provided that Lessee shall give notice thereof
        to Lessor prior to contesting and that such contest shall not jeopardize
        Lessor's interests in the Premises. In the event Lessor contests the
        real estate taxes herein and such real estate taxes are reduced, Lessee
        shall pay Lessor Lessee's pro-rata share of all reasonable legal fees
        incurred in connection with obtaining any such reduction of real estate
        taxes. Notwithstanding the forgoing, if payment of any such real estate
        taxes upon the demised Premises shall be deferred in whole or in part
        pending the contest, Lessee shall deposit with Lessor such security as
        Lessor may reasonably require to assure payment or compliance and
        payment of any fines or penalties that may be payable in connection
        therewith.

                                       9
<PAGE>

R-16    Lessee agrees to indemnify and hold lessor harmless against aand from
        any and all claims, damages, costs and expenses, including reasonable
        attorney's fees, arising from the conduct or management of the business
        conducted by Lessee in the leased premises, or from any breach or
        default on the part of Lessee in the performance of any covenant or
        agreement on the part of Lessee to be performed pursuant to the terms of
        this Lease, or from any act or negligence of Lessee, its agents,
        contractors, servants, employees, sublessees, concessionaires or
        licensees in or about the Leased Premises. In case any action or
        proceeding be brought against Lessor by reason of any such claim,
        Lessee, upon notice from Lessor, covenants to defend at Lessee's cost
        such action or proceedings. Lessor agrees to indemnify and hold Lessee
        harmless against and from any and all claims, damages, costs and
        expenses, including reasonable attorney's fees, arising from any breach
        or default on the part of Lessor in the performance of any covenant or
        agreement on the part of Lessor to be performed pursuant to the terms of
        this Lease or from any intentional wrongful act or negligence of Lessor,
        its agents, contractors, or employees. In case any action or proceeding
        be brought against Lessee by reason of any such claim, Lessor, upon
        notice from Lessee, covenants to defend at Lessor's cost such action or
        proceedings.

R-17    All property belonging to Lessee or any occupant of the Premises that is
        in, on or about the Premises shall be there at the risk of Lessee or
        other person only, and Lessor shall not be liable for damage thereto or
        theft or misappropriation thereof. Any and all property which may be
        removed from the Premises by Lessor pursuant to the authority of this
        Lease or of law, to which Lessee is or may be entitled, shall be handled
        or removed by Lessor at the risk, cost and expense of Lessee and Lessor
        shall in no event be responsible as warehouseman, bailee or otherwise
        for any property left in or about the Premises or the building by
        Lessee, or for the value, preservation or safekeeping thereof.

R-18    Lessee shall not store, use or dispose of hazardous substances in, on or
        about the Premises agreeing at all times to cause the Premises to be
        operated in compliance with all federal, state, local or municipal
        environmental protection agency health and safety laws, statutes,
        ordinances, and rules and regulations, so that no clean-up claim or
        other obligation or responsibility arises from a violation of any of the
        foregoing by Lessee, and Lessee further agrees to promptly cure any such
        violation at its own expense, and shall furthermore defend and indemnify
        Lessor, beneficiaries, mortgagees, and officers, agents and employees
        thereof respectively from any and all liability, loss, costs (including
        attorneys' fees and expenses), damages, responsibilities or obligations
        incurred as a result of any violation of any of the foregoing by Lessee.
        Lessee shall upon request of Lessor certify in writing that to its
        knowledge it is in compliance with applicable local, state and federal
        environmental rules, regulations, statutes and laws for the preceding
        year. At the request of the Lessor, Lessee shall submit to the Lessor,
        or shall make available for inspection and copying upon reasonable
        notice and at reasonable times, any or all of the documents and
        materials prepared by or for Lessee pursuant to any environmental law or
        regulation or submitted to any governmental regulatory agency in
        conjunction therewith. Except in emergency cases, upon reasonable notice
        to Lessee (not less than 24 hours) Lessor shall have reasonable access
        to the Premises to inspect the same to confirm that the Lessee is using
        the Premises in accordance with local, state and federal environmental
        rules, regulations, statutes and laws. Lessee shall, at the request of
        the Lessor and at the Lessee's expense, conduct such testing and
        analysis as is necessary to ascertain whether the Lessee is using the
        Premises in compliance with all local, state and federal environmental
        rules, regulations, statutes, and laws, provided however, Lessor shall
        not request that Lessee conduct such tests unless Lessor has a
        reasonable basis to believe that Lessee may be in violation of the
        foregoing rules, regulations, statutes or laws. Said tests shall be
        conducted by qualified independent "pens chosen by the Lessee and
        subject to Lessor's reasonable approval. Copies of reports of any such
        tests shall be provided to the Lessor. The provisions within which this
        paragraph shall survive termination of this lease and shall be binding
        upon and shall inure to the benefit of the parties hereto, their
        respective successors and assigns, and mortgages thereof.

R-19    If Lessee does not exercise its first option to extend the original term
        of this Lease, Lessee shall pay Lessor the lesser of (i) the unamortized
        portion of Landlord's contribution to Tenant's build-out expenses, as
        set forth in Section R-20, based on an original amortization period of
        ten (10) years, at an interest rate equal to Lessor's actual cost to
        borrow such funds, or (ii) $81,165

R-20    Lessor has approved Tenant's plans, specs, and full working drawings,
        which were made by Partners by Design and delivered to Landlord on
        February 28, 1997 ("Build-out"). Lessor will contribute a cap of
        $120,0000.00 towards the Build-out pursuant to the approved plans. Any
        cost or expense over $120,000.00 will be borne entirely by Lessee at
        Lessee's sole cost and expense. Lessee shall obtain any necessary
        permits needed to accomplish the Build-out and shall obtain bids for
        performance of the work and contract for its performance. Lessee's
        general contractor shall obtain liability insurance in a commercially
        reasonable amount and shall provide Lessor with a certificate of
        insurance naming Lessor as an additional insured and insuring against
        liability for the acts of the general contractors and all subcontractors
        and others performing work on the Premises on behalf of the general
        contractor. Lessee's general contractor, its subcontractors and others
        performing work on their behalf shall cooperate with Lessor so as to
        minimize any interference with Lessor's other tenants, and any damage to
        the Premises or to Lessor's building caused by any of them shall be
        repaired at no expense to Lessor. Lessee shall not enter into any change
        order without first obtaining Lessor's written approval of the same,
        such approval not to be unreasonably withheld or delayed. Lessee shall
        present Lessor with an itemized statement of the costs incurred in
        accomplishing the Build-out within thirty (30) days after completion,
        and Lessor shall contribute the lesser of (i) the costs incurred by
        Lessee, or (ii) the sum of $120,000.00 towards the cost of the Build-
        out, which amount shall be payable within thirty (30) days after receipt
        of a statement of costs incurred from Lessee with a list of all
        contractors, major suppliers, and second and third-tier subcontractors,
        which shall be certified by Lessee to be complete and accurate, as well
        as copies of supporting invoices and supporting final waivers and
        evidence that all costs have been paid by Lessee.

        Lessor at its sole cost and expense shall (i) accomplish all interior
        demolition work, including but not limited to removal of boiler and (ii)
        perform any repairs needed to the parking area and fencing and provide
        security remote control access to the parking area.

                                      10
<PAGE>

R-21       Lessor shall provide Lessee with seventeen (17) parking spaces for
           automobiles and vans in the common area parking lot, which shall be
           secured with a fence and remote controlled entrance gate. Lessee
           shall have twenty-four (24) hour access to the parking lot and Leased
           Premises, seven (7) days a week. Lessee hereby releases Lessor from
           and shall save and keep Lessor forever harmless and indemnified
           against any and all liabilities, claims causes of action, suits,
           damages, cost, losses or expenses, without limiting the generality of
           the foregoing, in any way or nature arising from or in connection
           with, but not limited to Lessee's or Lessee's employees or invitees
           use of the Lessee's parking spaces or the parking lot in which they
           are located, including but not limited to vandalism of vehicles of
           Lessee and/or Lessee's employees and/or invitees parked on such
           parking lot.

R-22       Lessee shall not erect or install any sign or other type of display
           whatsoever, either upon the exterior of the Building, upon or in any
           window, or in any lobby, hallway or door therein located, without the
           prior express written consent of Lessor, which consent shall not be
           unreasonably withheld or delayed. In the event Lessor provides
           uniform signage for the building Lessee agrees to remove any and all
           signs pertaining to Lessee's presence and business within said
           building and agrees to Lessee's company name being included in the
           uniform signage.

R-23       In addition to paying Base Rent, Lessee agrees to pay Lessor,
           annually, as Additional Rent, 10.7%, Lessee's pro-rata share, of
           common expenses. Lessor shall provide a detail of such actual costs
           on the anniversary date of each year of the Lease. "Expenses" shall
           include, but shall not be limited to, the following costs and
           expenses paid or incurred by or on behalf of Lessor for operating,
           maintaining and repairing the Building and the Real Estate and the
           personal property used in conjunction therewith (provided that with
           respect to any capital improvement as distinguished from an expense,
           only the annual amortized portion of such cost is to be included);
           the costs of common area utilities, common area sprinklers, common
           area security, common area staging, landscaping, grounds maintenance,
           snow removal, common lobbies, common halls, common stairs, common
           area doors, common truck docks and garage doors.

R-24       It is hereby understood that Lessee shall have the non-exclusive
           right to use the common area truck loading dock and corridors, as
           outlined on Exhibit "A" hereto, daily from 6:00 a.m. to 7:00 p.m.
           Access at other times shall be optional with Lessor and, if provided,
           shall never be deemed a continuing obligation of Lessor. Lessee shall
           maintain free of debris the common areas. The loading dock and
           adjacent common area (as indicated on Exhibit A) shall be used
           exclusively for docking and related purposes. Vehicles shall be
           removed when not actively involved in docking or related purposes.
           Lessor will use its best efforts in keeping clear the aisles leading
           to the common area dock and in securing compliance with this
           provision from all tenants of the building where the Leased Premises
           are located.

R-25       Throughout the Initial Lease term or any extension hereof, Lessee
           agrees to:

           (a) maintain a contract with an exterminating company acceptable to
           Lessor (it being understood and agreed that Lessor must act
           reasonably in approving or disapproving such company) for service to
           the Leased Premises not less than once per month;

           (b) maintain a contract with a scavenger company reasonably
           acceptable to Lessor (it being understood and agreed that Lessor must
           act reasonably in approving or disapproving such company) for service
           for daily refuse pick-up;

           (c) other than odors generated by the operation of the Leased
           Premises as a commissary, not cause or create any noxious odors in
           the Leased Premises or common areas;

           (d) operate the commissary with reasonably and customary degree of
           cleanliness typically associated with comparable quality
           commissaries.

           (e) store all garbage, trash, rubbish and other refuse from its
           operation in secured and sealed rat-resistant and insect-proof
           containers, or such other containers required by the City of Chicago
           located around the Leased Premises in such reasonable area or areas
           reasonably designated by Lessor; and

           (f) remove all garbage containers at least once each day and deposit
           same in a dumpster to be provided by Lessee and placed in reasonable
           area designated by Lessor.

           In the event Lessee fails to fulfill its obligations under this
           paragraph within ten (10) days after notice from Lessor (except that
           no notice shall be required in the case of emergency), Lessor shall
           have the right to perform or correct same and the actual and direct
           costs thereof shall become additional rent to be paid by Lessee to
           Lessor with the next due installment of rent.

                                      11
<PAGE>

R-26       Provided this Lease shall be in full force and effect~ and Lessee
           shall not be in default hereunder at the time, as a part of the
           consideration of Lessee's entering into this Lease, Lessor does
           hereby give and grant unto Lessee, during the initial Lease term or
           any extension hereof, a right of first refusal to Lease any adjacent
           space, should any potential tenant make an offer acceptable to
           Lessor, upon the same terms and conditions as are contained in the
           offer. It is hereby understood that Lessee's right of first refusal
           is subordinate to any and all other tenants with a similar right
           which was created prior to commencement date of this Lease. Lessor
           will provide Lessee with a list of the holders of such rights within
           ten (10) days after mutual execution of this Lease. Upon Lessor's
           decision to accept an offer to Lease, Lessor shall provide notice to
           Lessee of the terms of the offer. Lessee shall have seven (7)
           business days from the notification of the offer to exercise its
           right of first refusal by providing written notice to Lessor of
           Lessee's intent to Lease said space upon the same terms and
           conditions contained in said offer. Failure to provide said written
           notice to Lessor shall constitute Lessee's rejection and waiver of
           its Right of First Refusal to Lease the adjacent space as provided
           above. Lessor shall have sole and absolute discretion to determine
           whether an offer to Lease is acceptable, In addition to and not in
           substitution for Lessee's rights under the preceding paragraph,
           provided this Lease shall be in full force and effect, and Lessee
           shall not be in default hereunder, as a part of the consideration of
           Lessee's entering into this Lease, Lessor does hereby give and grant
           unto Lessee, during the first nine (9) months of the Lease Term after
           the Occupancy Date, the right to expand the Leased Premises to
           include any other space in the Building then available for lease,
           such additional space to be included on the same terms and conditions
           contained in this Lease with the exception that there shall be no
           tenant improvement allowance or Lessor-funded improvements, and rent
           shall be at prevailing market rates, all of which shall be as
           reasonably determined by Lessor. At Lessee's request, Lessor will
           advise Lessee of other space available or likely to become available
           in the Building and Lessee shall designate in writing any additional
           space Lessee elects to add to this Lease.

                                      12
<PAGE>

R-27  Provided this Lease shall be in full force and effect, and Lessee shall
      not be in default hereunder, as a part of the consideration of Lessee's
      entering into this Lease, Lessor does hereby give and grant unto Lessee
      the option to extend this Lease for a period of five (5) years, from the
      date of expiration of the initial rental term hereof upon the same terms
      and conditions as herein contained, except for the rental, provided Lessee
      gives Lessor written notice by Certified Mail, Return Receipt Requested,
      of its exercise of the option to extend the term of the Lease not less
      than six (6) months prior to the expiration of the initial rental term of
      the within Lease. If Lessee fails to give the notice provided for herein,
      then its option to extend shall be automatically terminated. However, in
      the event that Lessee shall have exercised said option to extend the term
      of this Lease, Lessor does hereby grant to Lessee the right, privilege and
      option again to extend this Lease for a period of five (5) more years,
      upon the same terms and conditions as herein contained, except rent upon
      written notice by Certified Mail, Return Receipt Requested to Lessor of
      Lessee's intent to exercise said option, given at least six (6) months
      prior to the expiration of the preceding extension of the term hereof. If
      Lessee fails to give, the notice provided for herein, then its second
      option to extend shall be automatically terminated. However, in the event
      that Lessee shall have exercised said second option to extend the term of
      this Lease, Lessor does hereby grant to Lessee the right, privilege and
      option again to extend this Lease for a period of five (5) more years,
      upon the same terms and conditions as herein contained, except rent upon
      written notice by Certified Mail, Return Receipt Requested to Lessor of
      Lessee's intent to exercise said option, given at least six (6) months
      prior to the expiration of the preceding extension of the term thereof. If
      Lessee fails to give the notice provided for herein, then its third option
      to extend shall be automatically terminated.

        Rental during the three five (5) year renewal option periods shall  be:

                 Year 1           $6,183.19 per month
                 Year 2           $6,365.98 per month
                 Year 3           $6,558.60 per month
                 Year 4           $6,751.21 per month
                 Year 5           $6,953.46 per month
                 Year 6           $7,162.06 per month
                 Year 7           $7,376.93 per month
                 Year 8           $7,598.23 per month
                 Year 9           $7,826.18 per month
                 Year 10          $8,060.97 per month

                 Year 11 - 15     Prevailing Market Rates

      At any time during year ten of the extended term, Lessee may request that
      Lessor notify Lessee of the Prevailing Market Rate which Lessor proposes
      for the third option term. Within thirty (30) days of the receipt of such
      request, Lessor shall notify Lessee in writing of the Prevailing Market
      Rate proposed by Lessor. In the event Lessee does not agree with the same,
      the parties shall negotiate in good faith for a period not to exceed
      thirty (30) days after Lessor's notice to Lessee and in the event during
      said period the parties have not agreed upon the Prevailing Market Rate
      applicable to the third option term, each party shall designate a real
      estate broker having familiarity with prevailing market rates for leases
      of similar properties, each of whom shall state his or her opinion as to
      the Prevailing Market Rate. If the difference in Prevailing Market Rate
      between the two brokers designated is less than ten percent (10%), the
      average of the two rates shall be the Prevailing Market Rate. If the
      difference is greater than ten percent (10%), the two brokers designated
      shall designate a third broker who shall state his or her opinion as to
      the Prevailing Market Rate. The average of the three opinions shall be the
      Prevailing Market Rate unless any broker's opinion is more than ten
      percent (10%) different than the average in which event such broker's or
      brokers' opinions shall be disregarded and the average of the remaining
      brokers' opinions shall be the Prevailing Market Rate applicable to the
      third option term. In the event Lessee exercises its option to extend
      before the Prevailing Market Rate has been determined, Lessee shall be
      entitled to withdraw its exercise within twenty (20) days after the
      broker's determination by giving notice of withdrawal to Lessor within
      such period.

R-28  Any charge to be paid by Lessee pursuant to the terms hereof can be
      classified "Additional Rent" entitling Lessor to enforcement of the
      remedies to which it is entitled under the terms and under this lease for
      the nonpayment of rent.

R-29  Whenever Lessor or Lessee desires to give any notice to the other, it
      shall be sufficient for all purposes if such notice is personally
      delivered or sent by registered or certified United States Mail, postage
      prepaid, addressed to the intended recipient at the address specified on
      the first page of this Lease or theretofore specified by the addressee in
      a written notice given to the sender. Any notice given in the manner
      specified herein shall be deemed to have been given on the day it is
      personally delivered or three (3) business days after it is deposited in
      the United States Mail.

                                      13
<PAGE>

R-30       This Lease contains all of the agreements of the parties hereto with
           respect to any matter covered or mentioned in this Lease, and no
           prior agreements or understandings pertaining to any such matters
           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. This Lease
           shall not be effective or binding on any party until fully executed
           by both parties hereto.

                                      14
<PAGE>

R-31       Each party represents and warrants to the other party that, as of the
           date of this Lease, it has full power and authority to enter into
           this Lease that execution and delivery of this Lease and performance
           of the terms hereof will not violate any agreements to which it is a
           party or by which it is bound and if it is a corporation, that it is
           a corporation duly incorporated, validly existing, in good standing
           and is authorized to enter into this Lease pursuant to a duly adopted
           Resolution of the Board of Directors of the Corporation.


        IN WITNESS WHERE OF, the parties hereto have executed the foregoing
        Rider as of the date and year first above written.

        Dated as of the 7th day of April, 1997

LESSEE:  BRIAZZ, INC.                   LESSOR:  WALNUT STREET PROPERTIES, INC.


By: /s/James McDermet                   By:___________________________________
   -------------------------
    JIM MCDERMET                                        JAMES BOLDUC
Title:  President                       Title

                                      15
<PAGE>

                                  EXHIBIT "B"

                                  WORKLETTER
                                  ----------

                           INDUSTRIAL BUILDING LEASE
                    BY AND BETWEEN BRIAZZ, INC.  ("LESSEE")
                AND WALNUT STREET PROPERTIES, INC.  ("LESSOR")

     This is the Work Letter referred to and specifically made a part of the
Lease to which this Exhibit B is attached, for the Premises commonly known as
1642 Lake Street, Chicago, Illinois.

     Lessor and Lessee agree as set forth below:

1.   Lessee's Plans.
     ---------------

     Lessor has approved Lessee's Build-Out Plans, as set forth in the Lease.
Approval by Lessor of the Build-Out and Lessee's Plans shall not constitute any
warranty by Lessor to Lessee of the adequacy of the design for Lessee's intended
use of the Leased Premises,

2.   Performance of Lessee's Work.
     -----------------------------

     A.  Lessee shall promptly obtain bids for construction.  Lessee shall cause
such contractor to do the work covered by the Working Plans or such revised
Working Plans.

     B.  No work shall commence in the Leased Promises until Lessee's approved
Plans are film with the municipal agencies having jurisdiction thereof, and all
requisite building permits have been obtained by Lessee and Lessee's architect
has certified that the Plans were prepared by him personally and to the best of
his knowledge the Plans prepared by him comply with the building codes and
ordinances of the City of Chicago, and the State of Illinois.

     C.  The Lessee's Work shall be done in a workmanlike manner using only good
grades of: materials as specified by Lessee's architect and shall comply with
all governmental laws, ordinances, codes, rules and regulations applicablo at
the time of the performance of the Lessee's Work.

     D.  Lessee shall be responsible for the acts and omissions of an its
employees and all of its Contractors, subcontractors, their agents and employees
and all other persons performing any work in the Leased Premises under a
contract with Lessee.

3.   Payment for Lessee's Work.
     --------------------------

     A.  Lessee at Lessee's sole cost and expense will engage a licensed
architect to provide plans, specs, and full working, drawings needed to adapt
the Leased Premises to Lessee's use.  Lessor shall contribute an amount not to
exceed $120,0000.00 towards the build-out pursuant to the approved plans.  Any
cost or expense over $120,000.00 will be borne entirely by Lessee, at Lessee's
sole cost and expense.  All work other than Lessee's initial Build-Out, if any,
which Leme may elect to do in order to make the Premises ready for Lessee's
occupancy shall be borne entirely by Lessee at Lessee's sole cost and expense,
Lessee shall pay the cost of the build-out or any other work performed directly
to the persons or entities performing such work in a timely manner.

4.   Indemnity and Warranty,
     -----------------------

A.   Lessee hereby agrees, to the extent permitted by law, to indemnify, defend
and hold the Lessor and/or Lessor's respective agents and employees, harmless
from and against any and all liabilities, loss, costs, damages, expenses
(including reasonable attorneys fees and expenses), claims, causes of action or
judgment of any nature whatsoever arising from, caused by or resulting directly
or indirectly out of the acts, omissions, or negligence of Lessee or its
employees, agents or contractors and any and all other parties performing work,
providing any services or supplying any material equipment by or on behalf of
the Lessee including but not limited to the Lessee, any contractor or
subcontractor, material supplier or any other party in connection with the
construction and completion of Lessee's Work, the Build-Out.  Lessee agrees to
protect, defend, indemnify and hold harmless the Lessor against any and all
penalties, fines and liabilities asserted by an public authority in connection
with construction or completion of Lessee's Work, the Build-Out, including, but
not limited to, any building, health, fire or environmental

                                      16
<PAGE>

protection law, ordinance, order or rule which is in effect at the time of
completion of Lessee's Work, the Build-Out, as to all matters and work.   The
obligations of the Lessee hereunder shall be deemed to include, as an additional
liability, any injury or damage arising from the failure to use or from the
misuse by the Lessee or its agents or employees, any scaffold, hoist, crane,
ladder, support, or any other mechanical contrivancer erected or constructed by
any person or for any other kind of equipment owned, furnished or rented.

     B.  Lessee warrants to the Lessor all materials and equipment furnished
under this Work Letter will be now, and that all Lessee's Work will be of good
quality, free from faults and defects, mechanic lien claims and in conformance
with the approved Working Plans or such revised Working Plans.  All Lessee's
work not conforming to these requirements, including substitutions not properly
approved an authorized, may be considered defective.  If required by Lessor,
Lessee shall furnish satisfactory evidence as to the kind and quality of
materials and equipment.

5.   Miscellaneous
     -------------

     A.  Except as expressly set forth herein, Lessor has no other agreement
with Lessee and has no other obligation to do any other work or pay any amounts
with respect the Leased Premises.  Any other work in the Leased Premises which
may be permitted by Lessor pursuant to the terms and conditions of this Lease
shall be done at Lessee's sole cost and expense and in accordance with the terms
and conditions of this Lease.

     B.  This Workletter shall not be deemed applicable to any additional space
added to the original Leased Premises at any time or from time to time, whether
by any option under this Lease or otherwise, or to any portion of the original
Leased Premises or any additions thereto in the event of a renewal or extension
of the initial term of this Lease, whether by any option under this Lease or
otherwise, unless expressly so provided in this Usse or any amendment or
supplement thereto.

     C.  This Workletter is expressly made a part of this Lease and is subject
to each and every term and condition thereof, including without limitation, the
limitations of liability set forth therein.

     D.  [The Lessor's contribution to] the Build-Out may be depreciated by
Lessor[, not to exceed $120,000.] [ initials ]

     E.  Time is of the essence under this Agreement.


ACCEPTED AND AGREED

LESSEE:                  LESSOR:

BRIAZZ, INC.             WALNUT STREET PROPERTIES, INC.


BY:                      BY:

/s/ James McDermet
President

                                      17