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                                                                    EXHIBIT 10.5

                              OFFICE BUILDING LEASE

                                       FOR

                  10689 N. PENNSYLVANIA, INDIANAPOLIS, INDIANA

                                 BY AND BETWEEN

                        STANDARD MANAGEMENT CORPORATION,

                                   AS LANDLORD

                                       AND

                   STANDARD LIFE INSURANCE COMPANY OF INDIANA

                                    AS TENANT

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                                    EXHIBITS

               EXHIBIT A       PLAN SHOWING LOCATION OF BUILDING

               EXHIBIT B       PLAN SHOWING LOCATION OF PREMISES

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                              OFFICE BUILDING LEASE

         THIS LEASE, made as of this 28th day of December, 2001, by and between
Standard Management Corporation, an Indiana corporation ("Landlord"), and
Standard Life Insurance Company of Indiana, an Indiana life insurance company
("Tenant").

                              W I T N E S S E T H:

         1.       Premises. As used in this Lease, the term "Building" shall
mean the building containing approximately 56,179 rentable square feet
constructed on a tract of land shown on Exhibit A attached hereto ("Lot")
located at 10689 N. Pennsylvania, in Indianapolis, Indiana (the Building, the
Lot and any other improvements thereon being hereinafter collected called the
"Property"). Landlord does hereby demise and let unto Tenant, and Tenant does
hereby lease and take from Landlord, for the term and upon the terms, covenants,
conditions and provisions set forth herein, all that certain portion of the
first and second floors of the Building. containing approximately 43,092 square
feet as shown cross-hatched on Exhibit B attached hereto (the "Premises"),
together with the right, in common with other occupants of the Building, to use
the driveways, sidewalks, loading and parking areas, lobbies, hallways and other
common area facilities. Tenant agrees that Tenant's consent shall not be
required for any additions, reductions or modifications of such common area
facilities, including the construction of free-standing buildings on any
portions of the common areas.

         2.       Term. The term of this Lease (the "Term") shall commence on
January 1, 2002 (the "Commencement Date"), and shall end on December 31, 2011
(the "Termination Date"), unless otherwise extended or sooner terminated as
provided herein, subject to the terms, covenants and agreements herein
contained.

         3.       Minimum Rent. Tenant shall pay an annual Minimum Rent
initially calculated at $17.50 per square foot of the Premises, in equal monthly
installments, in advance, on the first day of each calendar month during the
Term, without any prior demand therefor and without any deductions or set-offs
whatsoever; provided, however, that rent for the first full month shall be paid
upon the execution of this Lease by Tenant. If the Term commences on a day other
than the first day of a calendar month, or ends on a day other than the last day
of a calendar month, then the Minimum Rent for such fractional month shall be
prorated on the basis of 1/365th of the annual Minimum Rent for each day of such
fractional month. After this Lease has been in effect for 60 months, the Minimum
Rent shall be adjusted once thereafter by taking the Minimum Rate then in effect
and multiplying it by the cumulative percentage change in the U.S. Consumer
Price Index for the prior 60-month period, and adding the result of such
calculation to the previous Minimum Rent ("Adjusted Minimum Rent"). This
Adjusted Minimum Rent shall be payable, in equal monthly installments, beginning
with the installment due on the first day of the sixty-first (61st) month, and
through the remainder of the Term. In addition, Tenant shall pay Landlord
without set-off the additional rent as hereinafter set forth. Unless otherwise
specifically provided, all sums shall be paid to Landlord at the address given
in Paragraph 25 hereof.

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         4.       Additional Rent.

                  (a)      Annual Operating Costs. In addition to the Minimum
Rent provided in Paragraph 3, Tenant shall pay annually as additional rent an
amount equal to Tenant's pro rata share of Annual Operating Costs payable or
incurred by Landlord in any calendar year. Tenant's pro rata share shall be a
fraction, the numerator of which shall be the square feet of space in the
Premises and the denominator shall be the square feet of space leased in the
Building. The term "calendar year" as used herein shall include any partial
calendar year.

                           Annual Operating Costs shall mean all expenses, costs
and disbursements (including Taxes, as hereinafter defined) of every kind and
nature which Landlord shall pay, incur or become obligated to pay in respect of
a calendar year because of or in any way connected with the ownership, leasing,
management, maintenance, insuring repair and operation of the Property,
including a charge of twenty percent (20%) of all of the foregoing costs and
expenses to cover Landlord's administrative and overhead costs, and excepting
therefrom the following:

                           (i)      costs of alterations of tenant spaces;

                           (ii)     costs of capital improvements, except for
costs, including interest thereon, as reasonably amortized and determined by
Landlord, where one of the purposes of such capital improvements was to reduce
Annual Operating Costs or where such capital improvements are made in compliance
with the requirements of any federal, state or local law or regulation or where
such capital improvements directly enhance the safety of tenants in the Building
generally; and

                           (iii)    depreciation, interest and principal
payments on mortgages, and other debt costs, if any.

                                    Taxes shall mean all taxes and assessments
of every kind and nature which Landlord shall become obligated to pay with
respect to each calendar year of the Term or portion thereof because of or in
any way connected with the ownership, leasing, and operation of the Property
subject to the following:

                           (vv)     the amount of ad valorem real and personal
property taxes against Landlord's real and personal property to be included in
Taxes shall be the amount assessed for any calendar year, notwithstanding that
such taxes are billed and payable in a subsequent calendar year. The amount of
any tax refunds received by Landlord during the Term of this Lease shall be
deducted from Taxes for the calendar year to which such refunds are
attributable;

                           (ww)     the amount of special taxes and special
assessments to be included shall be limited to the amount of the installments
(plus any interest, other than penalty interest, payable thereon) of such
special tax or special assessment payable for the calendar year in respect of
which Taxes are being determined;

                           (xx)     the amount of any tax or excise levied by
the State of Indiana, County of Hamilton, or the Township of Clay, any political
subdivision of either, or any other taxing body, on rents or other income from
the Lot (or the value of the leases thereof) to be included shall not be greater
than the amount which would have been payable on account of such tax or excise
by

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Landlord during the calendar year in respect of which Taxes are being determined
had the income received by Landlord from the Building [excluding amounts payable
under this subparagraph (xx)] been the sole taxable income of Landlord for such
calendar year;

                           (yy)     there shall be excluded from Taxes all
income taxes [except those which may be included pursuant to subparagraph (xx)
above], excess profits taxes, franchise, capital stock, and inheritance or
estate taxes; and

                           (zz)     Taxes shall also include Landlord's
reasonable costs and expenses (including reasonable attorneys' fees) in
contesting or attempting to reduce any Taxes for any calendar year.

                  (b)      Payment of Annual Operating Costs. After the end of
each calendar year of the Term, Landlord shall compute the Annual Operating
Costs described in subparagraph (a) for such calendar year, except that in
calculating such costs, Landlord shall make an adjustment (i) for those specific
costs which Tenant or any other tenant has agreed to separately pay, and (ii) to
avoid attributing to any vacant space those specific costs which were not
incurred for such space. Tenant, promptly upon being billed therefor, shall pay
to Landlord the additional rent described in subparagraph (b) hereof. If only
part of any calendar year shall fall within the Term, the amount computed as
additional rent with respect to such calendar year under the foregoing
provisions shall be prorated in proportion to the portion of such calendar year
falling within the Term. The expiration of the Term prior to the end of such
calendar year shall not impair Tenant's obligation to pay such prorated portion
as aforesaid.

                           Notwithstanding the foregoing provisions of this
Paragraph 4 to the contrary, Landlord shall have the right, at its option, to
make from time to time during the Term a reasonable estimate of Tenant's share
of the additional rent which may become due hereunder with respect to any
calendar year (set at $5.50 per square foot), and to require Tenant to pay to
Landlord, at the time the monthly installments of Minimum Rent are payable, an
amount equal to 1/12th of Tenant's share of the Annual Operating Costs so
estimated by Landlord commencing on the first day of the month following the
month in which Landlord notifies Tenant of the amount of such estimate. Landlord
may from time to time revise its estimate of such amount for such calendar year,
and in such event, Tenant shall pay to Landlord upon receipt of Landlord's
invoice therefor, the amount of any underpayment by Tenant for such calendar
year to the date of the revised estimate.

                           Landlord shall cause the actual amount of Tenant's
share of the Annual Operating Costs to be computed and certified to Tenant
within one hundred and twenty (120) days following the end of such calendar year
(or as soon thereafter as may be practicable), and Tenant shall within ten (10)
days of receipt of the certification thereof pay to Landlord the amount of any
deficiency or Landlord shall credit any overpayment to Tenant's account for the
following year, as the case may be. Failure or delay in delivering any such
certification or invoice, or failure or delay in computing the additional rent
pursuant to this Paragraph 4, shall not be deemed a waiver by Landlord of its
right to deliver such items nor shall any such failure or delay be deemed a
release of Tenant's obligations with respect to any such certification or
invoice, or constitute a default hereunder. All additional rent payable
hereunder shall be made without any deductions or set-offs whatsoever. In the
event this Lease shall expire or terminate prior to the end of a calendar year,
Landlord reserves the right to estimate any underpayment by the Tenant for such
calendar year, and Tenant shall pay to Landlord such estimate upon receipt of
Landlord's invoice therefor, and the final adjustment of Annual

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Operating Costs for such calendar year shall thereafter be made in the manner
previously described in this subparagraph (b).

         5.       Use of Premises. Tenant shall occupy the Premises throughout
the Term and shall use the same for and only for general office purposes and for
no other purposes whatsoever without the written consent of the Landlord. Tenant
shall not permit waste or damage to the Premises or Property nor shall Tenant
violate any laws, ordinances, notices, orders, rules, regulations or
requirements of any federal, state or municipal government or any department,
commission, board or officer thereof, or of the National Board of Fire
Underwriters or any other body exercising similar functions, relating to the
Premises or to the use or manner of use of the Property, nor shall Tenant
perform any acts or carry on any practices which may injure the Property or the
Premises or be a nuisance, disturbance or menace to any other tenants of the
Building. Upon breach of this Paragraph 5, Landlord shall have the right to
terminate this Lease forthwith and to re-enter and repossess the Premises, but
Landlord's right to damages shall survive. Tenant will not do anything or fail
to do anything which will cause the cost of Landlord's insurance to increase or
which will prevent Landlord from procuring policies (including, but not limited
to public liability) from companies and in a form satisfactory to Landlord. In
the event Tenant's breach of the foregoing covenant shall cause the rate of fire
or other insurance to be increased, Tenant shall pay the amount of such increase
as additional rent promptly upon being billed therefor.

         6.       Services.

                  (a)      Utilities. Landlord shall furnish the Premises with
electricity at all times and heating and air conditioning for the normal use and
occupancy of the Premises as general offices between 8:00 a.m. and 6:00 p.m.,
Monday through Friday and between 8:00 a.m. and 1:00 p.m. Saturday of each week
during the Term (legal holidays excepted). Such of the foregoing services as
Tenant may desire at other times shall be supplied by Landlord, upon reasonable
prior notice, at such rates as Landlord shall establish from time to time for
office tenants of the Building. If Tenant shall require electricity or install
electrical equipment, including, but not limited to electrical heating,
refrigeration equipment, electronic data processing machines, computers (other
than personal computers or word processors), or other machines or equipment
which will in any way increase the amount of the electricity usually furnished
for use as general office space, or if Tenant shall attempt to use the Premises
in such a manner that the services to be furnished by Landlord would be required
during a period other than or in addition to the business hours referred to
above, Tenant will obtain prior written approval therefor from Landlord (and
Landlord may require the installation of a separate sub-meter) and will pay for
the resulting additional direct expense, including the expenses resulting from
the installation of such equipment and meters and from any modifications to the
electrical system of the Building which Landlord deems necessary, as additional
rent promptly upon being billed therefor. Landlord shall provide water from City
of Indianapolis mains for drinking, lavatory and toilet purposes drawn through
fixtures installed by the Landlord, or by the Tenant with Landlord's written
consent, from regular Building supply at the prevailing temperature. Tenant
shall not waste or permit the waste of water. Landlord shall further provide
adequate operatorless passenger elevator service at all times and freight
elevator service subject to the scheduling by Landlord. Landlord shall replace,
at Tenant's expense, all light bulbs, tubes and ballasts. Landlord does not
warrant that any of the services referred to above or any other services which
Landlord may supply will be free from interruption. Tenant acknowledges that any
one or more of such services may be

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suspended by reason of accident or of repairs, alterations or improvements
necessary to be made, or by reason of causes beyond the reasonable control of
Landlord and any such interruption of service shall never be deemed an eviction
or disturbance of Tenant's use and possession of the Premises or any part
thereof or render Landlord liable to Tenant for damage by abatement of rent or
otherwise or relieve Tenant from performance of Tenant's obligations under this
Lease, however, if such services are interrupted for thirty (30) consecutive
days and Tenant is unable to conduct business from the Premises, minimum rent
shall abate until the service is restored. Landlord agrees to use reasonable
care and to exercise due diligence with respect to avoiding interruption of the
services above provided for and, if interrupted, agrees that it will be for as
short a period as possible, and all repairs will be promptly and diligently made
at such times as will not unduly interfere with the occupancy and use of the
Premises by Tenant.

                           If at any time during the Term utility services
supplied to the Property are separately metered for the Premises, the cost of
such separately metered utility service shall be paid by Tenant promptly upon
being billed therefor, whether such billing be by Landlord or the utility
company. The charge to Tenant by Landlord for electricity consumption shall be
the same retail rate which would be payable if Tenant purchased electricity
directly from the utility company, including applicable taxes and fuel
adjustment charges.

                           Tenant shall not place a load upon any floor of the
Premises which exceeds the load per square foot which such floor was designed to
carry and which is allowed by law. Landlord reserves the right to prescribe in a
reasonable manner the weight and position of all safes and heavy installations
which Tenant wishes to place in the Premises so as to properly distribute the
weight thereof. Any cost of structural analysis shall be borne by Tenant.

                           Business machines and mechanical equipment belonging
to Tenant which cause unreasonable noise or vibration that may be transmitted to
the structure of the Building or to any leased space to such a degree as to be
objectionable to Landlord or to any tenants in the Building shall be placed and
maintained by Tenant, at Tenant's expense, on vibration eliminators or other
devices sufficient to eliminate such unreasonable noise or vibration.

                           All charges for any services shall be deemed rent
reserved under this Lease and shall be due and payable at the same time as the
installment of rent with which they are billed, or, if billed separately, shall
be due and payable within ten (10) days after such billing. In the event Tenant
shall fail to make payment for such services, Landlord may, in addition to all
other remedies which Landlord may have for the non-payment of rent and without
notice to Tenant, discontinue any and all such services, and such discontinuance
shall not be held or pleaded as an eviction or as a disturbance in any manner
whatsoever of Tenant's possession, or relieve Tenant from the payment of rent
when due, or vary or change any other provision of this Lease or render Landlord
liable for damages of any kind whatsoever.

                  (b)      Janitorial Services. Landlord will provide Tenant
with trash removal and janitorial services. Tenant shall not provide any janitor
services without Landlord's written consent and then only subject to supervision
of Landlord and at Tenant's sole responsibility and by a janitor, contractor or
employees at all times satisfactory to Landlord, but not as agent or servant of
Landlord.

                  (c)      Additional Heating or Cooling Equipment. If any
lights, machines or equipment including, but not limited to, computers used by
Tenant in the Premises, materially affect the

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temperature otherwise maintained by the Building's HVAC system, or generate
substantially more heat in the Premises than that which would be generated by
lights, machines or equipment used in connection with a typical office use or
operation, Landlord shall have the right to install in the Premises or the
Building such machinery or equipment (including, but not limited to, equipment
which modifies the Building's HVAC system) as Landlord shall deem reasonably
necessary in order to restore the temperature balance between the Premises and
the remainder of the Building. All costs expended by Landlord to install such
machinery and equipment and any costs of operation and maintenance occasioned by
such installation shall be paid by Tenant upon Landlord's demand therefor.

         7.       Possession. If Tenant shall enter possession of all or any
part of the Premises prior to the date fixed above for the first day of the Term
as permitted under this Lease, all of the covenants and conditions of this Lease
shall be binding upon the parties hereto in respect of such possession the same
as if the first day of the Term had been fixed as of the date when Tenant
entered such possession, but Tenant shall not be obligated to pay to Landlord
rent for the period prior to the first day of the Term of this Lease.

         8.       Condition of Premises. Tenant's taking possession of any
portion of the Premises shall be evidence that such portion of the Premises were
in good order and satisfactory condition when the Tenant took possession, except
as to punch list items agreed upon by Landlord and Tenant and latent defects
(which exception shall be effective for thirty (30) days following the date the
Premises are ready for occupancy, excluding items of damage caused by Tenant,
its agents, contractors and suppliers). No promise of the Landlord to alter,
remodel, repair or improve the Premises or the Building and no representations
respecting the condition of the Premises or the Building have been made by
Landlord to Tenant, other than as may be contained herein or in a separate work
letter agreement signed by Landlord and Tenant.

         9.       Repairs and Maintenance. Except as otherwise provided in
Paragraph 12 of this Lease, and subject to the provisions of Paragraph 10 of
this Lease, Tenant shall, at its sole cost and expense, keep the Premises in
good order, repair and tenantable condition at all times during the Term, and
Tenant shall promptly notify Landlord of all damages to the Premises and of all
damaged or broken glass, fixtures and appurtenances within the Premises and
Landlord shall thereafter repair or replace the same at Tenant's sole cost and
expense; provided, however, that Tenant shall not be required to pay for the
repair or replacement of broken or damaged exterior window glass unless such
repair or replacement is necessitated by the act, failure to act, or neglect of
Tenant, its servants, employees, agents, invitees or guests. The costs paid or
incurred by Landlord for such repairs and replacements (including Landlord's
overhead and profit, and the cost of general conditions) shall be deemed
additional rent reserved under this Lease due and payable forthwith. Landlord
may, but shall not be required so to do, enter the Premises at all reasonable
times to make any repairs, alterations, improvements or additions, including but
not limited to, ducts and all other facilities for heating and air conditioning
service, as Landlord shall desire or deem necessary for the safety, maintenance,
repair, preservation or improvement of the Building, or as Landlord may be
required or requested to do by the City of Indianapolis or by the order or
decree of any court or by any other proper authority.

         In the event Landlord or its agents or contractors shall elect or be
required to make repairs, alterations, improvements or additions to the Premises
or to the Building, Landlord shall be allowed to take into and upon the Premises
all material that may be required to make such repairs, alterations,

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improvements or additions and, during the continuance of any of said work, to
temporarily close doors, entry ways, public space and corridors in the Building
and to interrupt or temporarily suspend any services and facilities without
being deemed or held guilty of an eviction of Tenant or for damages to Tenant's
property, business or person, and the rent reserved herein shall in no way abate
while repairs, alterations, improvements or additions are being made, and Tenant
shall not be entitled to maintain any set-off or counterclaim for damages of any
kind against Landlord by reason thereof. Landlord may, at its option, make all
such repairs, alterations, improvements, or additions in and about the Building
and the Premises during ordinary business hours, but if Tenant desires to have
the same done at any other time, Tenant shall pay for all overtime and
additional expenses resulting therefrom.

         10.      Alterations, Additions and Fixtures.

                  (a)      Subject to the provisions of Paragraph 11 hereof,
Tenant shall have the right to install in the Premises its trade fixtures from
time to time during the Term of this Lease; provided, however, that no such
installation or removal thereof shall affect any structural portion of the
Premises or the Building and that Tenant shall repair and restore any damage or
injury to the Premises or the Property caused thereby.

                  (b)      Tenant shall not make or permit to be made any
alterations, improvements, additions, or repairs to the Premises or Property
without on each occasion first presenting to Landlord plans and specifications
therefor and obtaining Landlord's prior written consent thereto, such consent
not to be unreasonably withheld or delayed. Tenant shall pay to Landlord all
costs incurred by Landlord in connection with its review of Tenant's plans and
specifications, but excluding initial construction prior to the Commencement
Date. If Landlord shall consent to any such proposed alterations, improvements,
additions or repairs, then Tenant shall make the proposed alterations,
improvements, additions or repairs at Tenant's sole cost and expense provided
that: (i)Tenant supplies any necessary permits and certificates of insurance
therefor; (ii)such alterations, improvements, additions and repairs do not
impair the structural strength of the Building or any other improvements or
reduce the value of the Property; (iii)Tenant shall take or cause to be taken
all steps that are required by Paragraph 11 hereof and that are required or
permitted by law in order to avoid the imposition of any mechanics', laborer's
or materialman's lien upon the Premises, Building or Property; (iv) Tenant shall
use a contractor approved by Landlord; (v) the occupants of the Building and of
any adjoining real estate owned by Landlord are not annoyed or disturbed by
reason thereof; (vi)all such work shall, at Landlord's election, be subject to
supervision by Landlord, and Tenant shall promptly pay Landlord the reasonable
cost of all such supervision; (vii) all repairs, replacements, alterations,
improvements and additions shall be constructed in a good and workmanlike manner
with only good grades of material being used, and shall be of a quality and type
equivalent to or better than the original construction; and (viii) all such work
shall comply with applicable laws and building codes. Tenant hereby agrees to
protect, defend, indemnify and hold Landlord and the Property harmless from and
against any and all liabilities of every kind and description which may arise
out of or in connection with such repairs, replacements, alterations,
improvements or additions. Neither Landlord's consent to any such alternations,
improvements, additions or repairs nor Landlord's approval of the plans and
specifications therefor shall imply that the items approved are in compliance
with applicable laws, ordinances or codes, and Landlord shall have no liability
to Tenant or any other party by reason of the existence of such approval rights.

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                           Any and all alterations, improvements, additions and
repairs to the Premises which are constructed, installed or otherwise made by
Tenant shall be the property of Tenant until the expiration or sooner
termination of this Lease; at that time all such alterations, improvements and
additions shall remain on the Premises and become the property of Landlord
without payment therefor by Landlord unless, prior to or upon the expiration or
termination of this Lease, Landlord shall give written notice to Tenant to
remove the same, in which event Tenant will remove such alterations,
improvements and additions within ten (10) days after the expiration or
termination of this Lease, and repair and restore any damage to the Premises or
Property caused by the installation or removal thereof.

         11.      Mechanics' Liens. Tenant shall promptly pay any contractors
and materialmen who supply labor, work or materials to Tenant at the Premises or
the Property so as to avoid the possibility of a lien attaching to the Premises
or the Property. Tenant shall take all steps permitted by law in order to avoid
the imposition of any mechanics', laborer's or materialman's lien upon the
Premises, the Property or the Lot. Should any such lien or notice of lien be
filed, Tenant shall discharge the same within fifteen (15) days after the lien
or claim is filed or formal notice of said lien or claim has been issued, and
shall also indemnify Landlord and hold it harmless from any and all claims,
losses, damages, judgments, settlements, costs and expense (including attorneys'
fees) resulting therefrom or by reason thereof. If Tenant has not removed such
lien or claim within such fifteen (15) day period, Landlord may, but shall not
be obligated to, pay the amount necessary to remove such lien, without being
responsible for making any investigation as to the validity or accuracy thereof,
and the amount so paid, together with all costs and expenses (including
reasonable attorneys' fees) incurred by Landlord in connection therewith, shall
be deemed additional rent reserved under this Lease due and payable forthwith.
Nothing in this Lease is intended to authorize Tenant to do or cause any work or
labor to be done or any materials to be supplied for the account of Landlord,
all of the same to be solely for Tenant's account and at Tenant's risk and
expense. Throughout this Lease the term "mechanics' lien" is used to include any
lien, encumbrance or charge levied or imposed upon the Premises or the Property
or any interest therein or income therefrom on account of any mechanics',
laborer's or materialman's lien or arising out of any debt or liability to or
any claim or demand of any contractor, mechanic, supplier, materialman or
laborer and shall include without limitation any mechanics' notice of intention
given to Landlord or Tenant, any stop order given to Landlord or Tenant, any
notice or refusal to pay naming Landlord or Tenant or any injunctive or
equitable action brought by any person entitled to any mechanics' lien.

         12.      Damage by Fire or Other Casualty. If the Premises or the
Building (including machinery and equipment used in its operation) shall be
destroyed or damaged by fire or other casualty and if the Premises or Building
may be repaired and restored within one hundred twenty (120) days (plus such
additional time during which Landlord may be prevented or delayed from
completing the repairs for causes beyond its reasonable control and for
insurance adjustments) after such damage then Landlord shall have the option by
notifying Tenant to: (a) repair and restore the same with reasonable promptness;
or (b) elect to demolish the Building, or cease its operation, in which event
this Lease shall automatically be canceled and terminated as of the date of such
damage. In the event any such damage not caused by the act or neglect of Tenant,
its agents, servants, employees, guests, licensees or invitees renders the
Premises untenantable and if this Lease shall not be canceled and terminated by
reason on such damage, then rent shall abate during the period beginning with
the

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date of such fire or other casualty and ending with the date when Landlord's
work in the Premises is substantially completed, such abatement to be in an
amount bearing the same ratio to the total amount of rent for such period as the
untenantable portion of the Premises bears to the entire Premises. Landlord's
work shall not include the repair, replacement or restoration of Tenant's
fixtures or tenant improvements, including, but not limited to, special wall and
floor coverings, special lighting fixtures, built-in cabinets and bookshelves.

                  If such damage renders the Premises or the Building
untenantable, in whole or in part, and if, in Landlord's judgment, such damage
cannot reasonably be repaired and restored within one hundred twenty (120) days
(plus such additional time during which Landlord may be prevented from
completing the repairs for causes beyond its reasonable control), either party
shall have the right to cancel and terminate this Lease as of the date of such
damage, provided, however, that Tenant may not elect to terminate this Lease if
such damage was caused by the act or neglect of Tenant, its agents, servants,
employees, guests, licensees or invitees.

                  Any right to terminate or any other option provided for any
party in this Paragraph 12 must be exercised by written notice to the other
party served within one hundred thirty (130) days after such damage shall have
occurred.

         13.      Insurance.

                  (a)      Property Insurance. Tenant, at its sole cost and
expense but for the mutual benefit of Landlord and Tenant (when used in this
paragraph the term "Landlord" shall include Landlord and its respective
officers, agents, servants and employers and the term "Tenant" shall include
Tenant's agents, servants and employees), shall purchase and keep and maintain
in force and effect during the Term hereof, insurance under policies issued by
insurers of recognized responsibility on its fixtures and tenant improvements
including, but not limited to, special wall and floor coverings, special
lighting fixtures, built-in cabinets and bookshelves and on its merchandise,
inventory, contents, furniture, equipment or other personal property located in
the Premises protecting Landlord and Tenant from damage or other loss caused by
fire or other casualty including, but not limited to, vandalism and malicious
mischief, perils covered by all risk and extended coverage, theft, sprinkler
leakage, water damage (however caused), explosion, malfunction or failure of
heating and cooling or other apparatus, and other similar risks in amounts not
less than the full insurable replacement value of such property. Such insurance
shall provide that it is specific and not contributory and shall contain a
replacement cost endorsement.

                  (b)      Liability Insurance. Tenant, at Tenant's sole cost
and expense, shall maintain and keep in effect through the Term and any
extensions or renewals thereof, a combined single limit policy of public
liability insurance in the amount of Two Million Dollars ($2,000,000.00) for
personal injuries sustained by any one person and for injuries sustained in any
one occurrence. Further, Tenant shall maintain excess umbrella liability
coverage in the amount of Five Million Dollars ($5,000,000.00) (minimum) in
excess of the aforementioned public liability coverage. Tenant shall also
maintain fire legal liability insurance in a minimum amount of Eight Million
Five Hundred Thousand Dollars ($8,500,000.00) for damage to the Building caused
by fire or explosion.

                  (c)      Requirements. All policies of insurance required to
be maintained by Tenant pursuant to this Paragraph 13 shall name Tenant as the
insured party and shall name Landlord, its officers, agents, servants and
employees as additional insureds. Such policies shall contain a clause pursuant

                                       11

<PAGE>

to which the insurance carriers waive all rights of subrogation against the
Landlord with respect to losses payable under such policies. Each such policy
shall provide that it shall not be cancelable without at least thirty (30) days'
prior written notice to Landlord and to any mortgagee named in an endorsement
thereto and shall be issued by an insurer and in a form satisfactory to
Landlord. Prior to the commencement of the Term and thereafter not less than
fifteen (15) days prior to the expiration date of any such policy, Tenant shall
deliver to Landlord certificates of insurance evidencing such coverage. If
Tenant shall fail, refuse, or neglect to obtain or to maintain any insurance
that it is required to provide or to furnish Landlord with satisfactory evidence
of coverage on any such policy, Landlord shall have the right to purchase such
insurance. All such payments made by Landlord shall be recoverable by Landlord
from Tenant, together with interest thereon, as additional rent promptly upon
being billed therefor.

         14.      Condemnation.

                  (a)      Termination. (i) If all of the Premises are covered
by a condemnation; or (ii) if any part of the Premises is covered by a
condemnation and the remainder thereof is insufficient for the reasonable
operation therein of Tenant's business; or (iii) if any of the Property is
covered by a condemnation and, in Landlord's sole opinion, it would be
impractical or the condemnation proceeds are insufficient to restore the
remainder of the Property; then, in any such event, this Lease shall terminate
and all obligations hereunder shall cease as of the date upon which possession
is taken by the condemnor and the rent herein reserved shall be apportioned and
paid in full by Tenant to Landlord to that date and all rent prepaid for periods
beyond that date shall forthwith be repaid by Landlord to Tenant.

                  (b)      Partial Condemnation. If there is a partial
condemnation and this Lease has not been terminated pursuant to subparagraph (a)
hereof, Landlord shall restore the Building and the improvements which are part
of the Building to a condition and size as nearly comparable as reasonably
possible to the condition and size thereof immediately prior to the date upon
which possession shall have been taken by the condemnor. If the condemnation
proceeds are more than adequate to cover the cost of restoration and Landlord's
expenses in collecting the condemnation proceeds, any excess proceeds shall be
retained by Landlord or applied to repayment of any mortgage loan secured by the
Property. If there is a partial condemnation and this Lease has not been
terminated by the date upon which the condemnor shall have obtained possession,
the obligations of Landlord and Tenant under this Lease shall be unaffected by
such condemnation except that there shall be an equitable abatement of Minimum
Rent in direct proportion to the amount of the Premises so taken.

                  (c)      Award. In the event of a condemnation affecting
Tenant, Tenant shall have the right to make a separate claim against the
condemnor for removal and relocation costs and expenses and the taking of
Tenant's tangible property; provided and to the extent, however, that such claim
does not interfere with Landlord's proceeding and does not reduce the sums
otherwise payable by the condemnor to Landlord. Except as aforesaid, Tenant
hereby waives all claims against Landlord and against the condemnor, and Tenant
hereby assigns to Landlord all claims against the condemnor, including, without
limitation, all claims for leasehold damages and diminution in value of Tenant's
leasehold interest.

                                       12

<PAGE>

                  (d)      Temporary Taking. If the condemnor should take only
the right to possession for a fixed period of time or for the duration of an
emergency or other temporary condition, then notwithstanding anything
hereinabove provided, this Lease shall continue in full force and effect without
any abatement of rent, but the amounts payable by the condemnor with respect to
any period of time prior to the expiration or sooner termination of this Lease
shall be paid by the condemnor to Landlord and the condemnor shall be considered
a subtenant of Tenant. Landlord shall apply the amount received from the
condemnor applicable to the rent due hereunder net of costs to Landlord for the
collection thereof, or as much thereof as may be necessary for the purpose,
toward the amount due from Tenant as rent for that period; and Tenant shall pay
to Landlord any deficiency between the amount thus paid by the condemnor and the
amount of the rent, or Landlord shall credit to future rental payments due from
Tenant any excess of the amount of the award over the amount of the rent.

         15.      Waiver of Claims and Indemnity. Tenant agrees that, to the
extent not expressly prohibited by law, Landlord and its officers, agents,
servants and employees shall not be liable for (nor shall rent abate as a result
of) any direct or consequential damage (including damage claimed for actual or
constructive eviction) either to person or property sustained by Tenant, its
servants, employees, agents, invitees or guests due to the Property or any part
thereof or any appurtenances thereof becoming out of repair, or due to the
happening of any accident in or about said Property, or due to any act or
neglect of any tenant or occupant of said Property or of any other person. This
provision shall apply particularly (but not exclusively) to damage caused by
water, snow, frost, steam, sewage, gas, electricity, sewer gas or odors or by
the bursting, leaking or dripping of pipes, faucets and plumbing fixtures and
windows, and shall apply without distinction as to the person whose act or
neglect was responsible for the damage and whether the damage was due to any of
the causes specifically enumerated above or to some other cause of an entirely
different kind. Tenant further agrees that all of Tenant's personal property in
the Premises or the Building or on the Property shall be at the risk of Tenant
only and that Landlord shall not be liable for any loss or damage thereto or
theft thereof. Tenant shall protect, indemnify and save Landlord and its
officers, agents, servants and employees harmless from and against any and all
obligations, liabilities, costs, damages, claims and expenses of whatever nature
arising from injury to persons or damage to property on the Premises or in or
about the Building arising out of or in connection with Tenant's use or
occupancy of the Premises or Tenant's activities in the Building, or arising
from any act or negligence of Tenant, or its agents, contractors, servants,
employees, or invitees but excluding the gross negligence of Landlord, or its
agents, contractors, servants, employees or invitees. Any claim for which
indemnity is afforded shall be made to the indemnitor by indemnitee in a
reasonably prompt manner, but any delay in notifying the indemnitor shall not
affect the protection except for losses from the indemnitee's delay in notifying
the indemnitor.

         16.      Non-Waiver. No waiver by Landlord or Tenant of any breach by
the other party or any of its obligations, agreements or covenants herein shall
be a waiver of any subsequent breach or of any obligation, agreement or
covenant, nor shall any forbearance by either party to seek a remedy for any
breach by the other be a waiver by such party of any rights and remedies with
respect to such or any subsequent breach.

         17.      Defaults - Remedies.

                                       13

<PAGE>

                  (a)      Defaults. It shall be an event of default if: (i)
Tenant does not pay in full within five (5) days when due and without demand any
and all installments of Minimum Rent or additional rent or any other charges or
payments whether or not herein included as rent; or (ii) Tenant violates or
fails to perform or otherwise breaches any agreement, term, covenant or
condition herein contained; or (iii) if Tenant vacates or abandons any portion
of the Premises, or fails to occupy the Premises for thirty (30) days, or if
substantially all of Tenant's assets in or on the Premises or Tenant's interest
in this Lease is attached or levied upon under execution (and Tenant does not
discharge same within sixty (60) days thereafter), or (iv) if Tenant removes or
attempts to remove Tenant's goods or property therefrom other than in the
ordinary course of business without having first paid to Landlord in full all
Minimum Rent, additional rent and other charges that may have become due as well
as all which will become due thereafter; or (v) Tenant becomes insolvent or
bankrupt in any sense or makes an assignment for the benefit of creditors or
offers a composition or settlement to creditors, or if a petition in bankruptcy
or for reorganization or for an arrangement with creditors under any federal or
state law is filed by or against Tenant, or a bill in equity or other proceeding
or the appointment of a receiver, trustee, liquidator, custodian, conservator or
similar official for any of Tenant's assets is commenced, or if any of the real
or personal property of Tenant shall be levied upon by any sheriff, marshal or
constable; provided, however, that any proceeding brought by anyone other than
the parties to this Lease under any bankruptcy, reorganization, arrangement,
insolvency, readjustment, receivership or similar law shall not constitute a
default until such proceeding, decree, judgment or order has continued unstayed
for more than sixty (60) consecutive days. If this Lease is assigned to any
person or entity pursuant to the provisions of the United States Bankruptcy
Code, 11 U.S.C. Section 101 et seq., any and all monies or other considerations
payable or otherwise to be delivered in connection with such assignment shall be
paid or delivered to Landlord, shall be and remain the exclusive property of
Landlord and shall not constitute property of Tenant or of the estate of Tenant
within the meaning of the Bankruptcy Code. Any and all monies or other
considerations constituting Landlord's property under the preceding sentence not
paid or delivered to Landlord shall be promptly paid to or turned over to
Landlord; or (vi) if any of the events enumerated in subparagraph (a)(v) of this
Paragraph 17 shall happen to any guarantor of this Lease.

                  (b)      Remedies. Upon the occurrence of an event of default,
and the expiration of the applicable grace period as hereinafter provided,
Landlord shall have the following rights: (i) To accelerate the whole or any
part of the rent for the entire unexpired balance of the Term, as well as all
other charges, payments, costs and expenses herein agreed to be paid by Tenant,
and any rent or other charges, payments, costs and expenses if so accelerated
shall, in addition to any and all installments of rent already due and payable
and in arrears, and any other charge or payment herein reserved, included or
agreed to be treated or collected as rent and any other charge, expense or cost
herein agreed to be paid by Tenant which may be due and payable and in arrears,
be deemed due and payable as if, by the terms and provisions of this Lease, such
accelerated rent and other charges, payments, costs and expenses were on that
date payable in advance. For such purposes, all items of additional rent due
hereunder, which are not then capable of precise determination, shall be
estimated by Landlord, in Landlord's reasonable judgment, for the balance of the
then current Term; (ii) To enter the Premises and without further demand or
notice proceed to the disposal and sale of the goods, chattels and personal
property there found, to levy the rent and other charges herein payable as rent,
and Tenant shall pay all costs, fees and commissions which are permitted by law,
including wages and sums chargeable to Landlord, and in such case all costs,
commissions, fees and other charges shall immediately attach and become part of
the claim of Landlord for rent, and any

                                       14

<PAGE>

tender of rent without said costs, commissions and charges made after the
issuance of a warrant of distress, shall not be sufficient to satisfy the claim
of Landlord; (iii) To re-enter the Premises, together with all additions,
alterations and improvements and, at the option of Landlord, remove all persons
and all or any property therefrom, either by summary dispossess proceedings or
by any suitable action or proceeding at law or by force or otherwise, without
being liable for prosecution or damages therefor, and repossess and enjoy the
Premises. Upon recovering possession of the Premises by reason of or based upon
or arising out of a default on the part of Tenant, Landlord may, at Landlord's
option, either terminate this Lease or make such alterations and repairs as may
be necessary in order to relet the Premises and relet the Premises or any part
or parts thereof, either in Landlord's name or otherwise, for a term or terms
which may, at Landlord's option, be less than or exceed the period which would
otherwise have constituted the balance of the Term of this Lease and at such
rent or rents and upon such other terms and conditions as in Landlord's sole
discretion may seem advisable and to such person or persons as may in Landlord's
discretion seem best; upon each such reletting all rents received by Landlord
from such reletting shall be applied: first, to the payment of any costs and
expenses of such reletting, including brokerage fees and attorneys' fees and all
costs of such alterations and repairs; second, to the payment of any
indebtedness other than rent due hereunder from Tenant to Landlord; third, to
the payment of rent due and unpaid hereunder; and the residue, if any, shall be
held by Landlord and applied in payment of future rent as it may become due and
payable hereunder. If such rentals are received from such reletting during any
month by Tenant, Tenant shall pay any such deficiency to Landlord. Such
deficiency shall be calculated and paid monthly. No such re-entry or taking
possession of the Premises or the making of alterations or improvements thereto
or the reletting thereof shall be construed as an election on the part of
Landlord to terminate this Lease unless written notice of such intention be
given to Tenant. Landlord shall in no event be liable in any way whatsoever for
failure to relet the Premises or, in any event that the Premises or any part or
parts thereof are relet, for failure to collect the rent thereof under such
reletting. Tenant, for Tenant and Tenant's successors and assigns, hereby
irrevocably constitutes and appoints Landlord Tenant's and their agents to
collect the rents due and to become due under all subleases of the Premises or
any parts thereof without in any way affecting Tenant's obligation to pay any
unpaid balance of rent due or to become due hereunder. Notwithstanding any such
reletting without termination, Landlord may at any time thereafter elect to
terminate this Lease for such previous breach; (iv) To terminate this Lease and
the Term hereby created without any right on the part of the Tenant to waive the
forfeiture of payment of any sum due or by other performance of any condition,
term or covenant broken, whereupon Landlord shall be entitled to recover, in
addition to any and all sums and damages for violation of Tenant's obligations
hereunder in existence at the time of such termination, damages for Tenant's
default in an amount equal to the amount of the rent reserved for the balance of
the Term, as well as all other charges, payments, costs and expenses herein
agreed to be paid by Tenant, all discounted at the rate of six percent (6%) per
annum to their then present worth, less the fair rental value of the Premises
for the remainder of said Term, also discounted at the rate of six percent (6%)
per annum to its then present worth, all of which amount shall be immediately
due and payable from Tenant to Landlord.

                  (c)      Grace Period. Notwithstanding anything hereinabove
stated, except in the case of emergency set forth in Paragraph 30 and except in
the event of any default enumerated in subparagraphs (a)(i), (iii), (iv) and (v)
of this Paragraph 17 for which no notice is required, neither party hereto will
exercise any right or remedy provided for in this Lease or allowed by law,
because of any default of the other, unless such party shall have first given
thirty (30) days written notice

                                       15

<PAGE>

thereof to the defaulting party, and the defaulting party shall have failed to
cure the default within such period; and further provide that Landlord shall not
be required to give such thirty (30) days' notice more than two (2) times during
any twelve (12) month period.

                  (d)      Rights and Remedies Cumulative. No right or remedy
herein conferred upon or reserved to Landlord is intended to be exclusive of any
other right or remedy provided herein or by law, but each shall be cumulative
and in addition to every other right or remedy given herein or now or hereafter
existing at law or in equity or by statute.

                  (e)      Rights of Mortgagee. In the event of any default by,
act or omission by Landlord which would give Tenant the right to terminate this
Lease or to claim a partial or total eviction, Tenant shall not exercise any
such right until it has notified in writing the holder of any mortgage which at
the time shall be a mortgage lien on the Lot or the Building (if the name and
address of such holder shall previously have been furnished by written notice to
Tenant) of such default, and until a reasonable period of time [not less than
thirty (30) days] for curing such default shall have elapsed following the
giving of such notice, during which period the holder shall have failed to
commence and continue to cure such default or to cause the same to be remedied
or cured.

         18.      Surrender. On or before the date this Lease and the Term
hereby created terminates, or on or before the date Tenant's right of possession
terminates, whether by lapse of time or at the option of Landlord, Tenant shall:

                  (i)      restore the Premises to the same condition as they
were in at the beginning of the Term (except as otherwise provided in Paragraph
12 of this Lease) and remove those alterations, improvements, or additions
installed by Tenant during Tenant's occupancy, whether installed by Landlord or
Tenant, or acquired by Tenant from former tenants, which Landlord shall request
Tenant to remove;

                  (ii)     remove from the Premises and the Building all of
Tenant's personal property, but Tenant shall not remove any wiring, cabling or
other items located within or behind walls, floor coverings or ceilings without
Landlord's prior written consent; and

                  (iii)    surrender possession of the Premises to Landlord in a
clean condition free of all rubbish and debris, ordinary wear and tear excepted.

                  If Tenant shall fail or refuse to restore the Premises to the
above-described condition on or before the above-specified date, Landlord may
enter into and upon the Premises and put the Premises in such condition and
recover from Tenant Landlord's cost of so doing. Without limiting the generality
of the foregoing, Tenant agrees to pay Landlord, upon demand, the cost of
restoring the walls, ceilings and floor of the Premises to the same condition
that existed on the Commencement Date. If Tenant shall fail or refuse to comply
with Tenant's duty to remove all personal property from the Premises and the
Building on or before the above-specified date, the parties hereto agree and
stipulate that Landlord may enter into and upon the Premises and may, at its
election:

                                       16

<PAGE>

                  (1) treat such failure or refusal as an offer by Tenant to
transfer title to such personal property to Landlord, in which event title
thereto shall thereupon pass under this Lease as a bill of sale to and vest in
Landlord absolutely without any cost either by set-off, credit allowance or
otherwise, and Landlord may retain, remove, sell, donate, destroy, store,
discard or otherwise dispose of all or any part of said personal property in any
manner that Landlord shall choose.

                  (ii)     treat such failure or refusal as conclusive evidence,
on which Landlord or any third party shall be entitled absolutely to rely and
act, that Tenant has forever abandoned such personal property, and without
accepting title thereto, Landlord may, at Tenant's expense, remove, store,
destroy, discard or otherwise dispose of all or any part thereof in any manner
that Landlord shall choose without incurring liability to Tenant or to any other
person. In no event shall Landlord ever become or accept or be charged with the
duties of a bailee (either voluntary or involuntary) of any personal property,
and the failure of Tenant to remove all personal property from the Premises and
the Building shall forever bar Tenant from bringing any action or from asserting
any liability against Landlord with respect to any such property which Tenant
fails to remove. If Tenant shall fail or refuse to surrender possession of the
Premises to Landlord on or before the above specified date, Landlord may
forthwith re-enter the Premises and repossess itself thereof as of its former
estate and remove all persons and effects therefrom, using such force as may be
necessary without being guilty of any manner or trespass or forcible entry or
detainer.

         19.      Holding Over. If Tenant, or any person claiming through
Tenant, shall continue to occupy the Premises after the expiration or earlier
termination of the Term or any renewal thereof, such occupancy shall be deemed
to be under a month-to-month tenancy under the same terms and conditions set
forth in this Lease. Anything to the contrary notwithstanding, any holding over
by Tenant without Landlord's prior consent shall constitute a default hereunder
and shall be subject to all the remedies set forth in Paragraph 17 hereof.

         20.      Costs, Expenses and Attorneys' Fees. In case Landlord shall,
without fault on its part, be made a party to any litigation commenced by or
against Tenant arising out of or related to the provisions of this Lease, then
Tenant shall pay all costs, expenses and reasonable attorneys' fees incurred or
paid by Landlord in connection with such litigation.

         21.      Tenant's Certificate. Tenant, at any time and from time to
time and within ten (10) days after Landlord's written request, shall execute,
acknowledge and deliver to Landlord a written instrument in recordable form
certifying that this Lease is unmodified and in full force and effect (or, if
there have been modifications, that it is in full force and effect as modified
and stating the modifications); stating that the improvements required by a
separate work letter agreement, if any, have been completed; certifying that
Tenant has accepted possession of the Premises; stating the date on which the
Term of this Lease commenced and the dates to which Minimum Rent, additional
rent and other charges have been paid in advance, if any; stating that to the
best knowledge of the signer of such instrument, Landlord is not in default of
this Lease (if true); stating any other fact or certifying any other condition
reasonably requested by Landlord or required by any mortgagee or prospective
mortgagee or purchaser of the Property or any interest therein; and stating that
it is understood that such instrument may be relied upon by any mortgagee,
purchaser or assignee of any mortgagee. The foregoing instrument shall be
addressed to Landlord and to any mortgagee, prospective mortgagee, purchaser or
other party specified by Landlord.

                                       17

<PAGE>

         22.      Subordination. This Lease and Tenant's rights hereunder shall
be subject and subordinate at all times in lien and priority to any first
mortgage or other primary encumbrance now or hereafter placed upon or affecting
the Premises, and to any second mortgage or encumbrance with the consent of the
first mortgagee, and to all renewals, modifications, consolidations and
extensions thereof, without the necessity of any further instrument or act on
the part of Tenant. Tenant shall execute and deliver upon demand any further
instrument or instruments confirming the subordination of this Lease to the lien
of any such first mortgage or to the lien of any other mortgage if requested to
do so by Landlord with the consent of the first mortgagee, and any further
instrument or instruments of attornment that may be desired by any such
mortgagee or Landlord. Tenant hereby irrevocably appoints Landlord as
attorney-in-fact for Tenant with full power and authority to execute and deliver
in the name of Tenant any such documents. Notwithstanding the foregoing, any
mortgagee may at any time subordinate its mortgage to this Lease, without
Tenant's consent, by giving notice in writing to Tenant, and thereupon this
Lease shall be deemed prior to such mortgage without regard to their respective
dates of execution and delivery, and in that event such mortgagee shall have the
same rights with respect to this Lease as though this Lease had been executed
prior to the execution and delivery of the mortgage and had been assigned to
such mortgagee.

         23.      Rules and Regulations. Landlord hereby reserves the right to
prescribe, at its sole discretion, reasonable rules and regulations (herein
called the "Rules and Regulations") having uniform applicability to all
similarly situated tenants of the Building and governing the use and enjoyment
of the Premises and the remainder of the Property. Tenant shall adhere to the
Rules and Regulations and shall cause its agents, employees, invitees, visitors
and guests to do so.

         24.      Assignment and Subletting. Tenant for itself, its successors
and assigns, expressly covenants that it shall not by operation of law or
otherwise assign, sublet, hypothecate, encumber or mortgage this Lease, or any
part thereof, or permit the Premises to be used by others without the prior
written consent of Landlord in each instance. Any attempt by Tenant to assign,
sublet, encumber or mortgage this Lease shall be null and void. The consent by
Landlord to any assignment, mortgage, hypothecation, encumbrance, subletting or
use of the Premises by others, shall not constitute a waiver of Landlord's right
to withhold its consent to any other or further assignment, subletting,
mortgage, encumbrance or use of the Premises by others. Without the prior
written consent of Landlord, this Lease and the interest therein of any assignee
of Tenant herein, shall not pass by operation of law or otherwise, and shall not
be subject to garnishment or sale under execution in any suit or proceeding
which may be brought against or by Tenant or any assignee of Tenant. The
absolute and unconditional prohibitions contained in this Paragraph 25 and
Tenant's agreement thereto are material inducements to Landlord to enter into
this Lease with Tenant and any breach thereof shall constitute a material
default hereunder permitting Landlord to exercise all remedies provided for
herein or by law or in equity on a default of Tenant.

                  If Tenant requests Landlord's consent to an assignment of this
Lease or subletting of all or any part of the Premises, Tenant shall submit to
Landlord: (a) the name of the proposed assignee or subtenant; (b) the term of
the proposed assignment or subletting together with a conformed or photostatic
copy of the proposed assignment or sublease; (c) the nature of the proposed
assignee's or subtenant's business and its proposed use of the Premises; (d)
such information as to its financial responsibility and general reputation as
Landlord may require; and (e) a summary of plans and specifications for revising
the floor layout of the Premises. Upon the receipt of such information

                                       18

<PAGE>

from Tenant, Landlord shall respond to Tenant in writing within fifteen (15)
days after such receipt to accept the assignment or sublet or to terminate this
Lease or if the request is to assign the Lease or sublet all of the Premises or,
if the request is to sublet a portion of the Premises only, to amend the Lease
to remove from the Premises that part of the Premises proposed to be sublet.

                  If Landlord shall terminate or amend this Lease, Tenant shall
surrender possession of the Premises, or the portion of the Premises which is
the subject of the request, as the case may be, on the date set forth in such
notice in accordance with the provisions of this Lease relating to surrender of
the Premises. If this Lease shall be terminated as to a portion of the Premises
only, Minimum Rent and all additional rent payable by Tenant hereunder shall be
abated proportionately according to the ratio that the number of square feet in
the portion of space surrendered (as computed by Landlord) bears to the rentable
area of the Premises.

                  If Landlord shall fail to exercise its option to amend or
terminate this Lease with respect to all or part of the Premises as above
provided, Landlord shall not thereby be deemed to have consented to the proposed
assignment or subletting; provided, however, (i) that there shall be furnished
to Landlord all of the information required hereinabove with respect to a
proposed assignee or subtenant; (ii) that Tenant shall not be in default under
any of the terms, covenants, conditions, provisions and agreements of this Lease
at the time of any notice or request for consent under the terms of this
Paragraph 25 or at the effective date of such subletting or assigning; (iii)
that no such subletting or assigning shall be made with a party who shall be or
who shall seek to use any portion of the Premises for occupancy as an employment
agency, governmental department, labor union, dance or music studio, school,
beauty salon or any other use which in the sole judgment of Landlord detracts
from or alters the character of the Property; (iv) that Tenant shall not
advertise or in any manner list the Premises or any part thereof for assignment
or subletting at a rental rate lower than the rental rate herein reserved; and
(v) that any such subletting will not result in more than two tenants occupying
the Premises.

                  If Landlord shall consent to a sublease or an assignment
pursuant to the request from Tenant, Tenant shall cause to be executed by its
assignee or subtenant an agreement to perform faithfully and to assume and be
bound by all of the terms, covenants, conditions, provisions and agreements of
this Lease for the period covered by the assignment or sublease and to the
extent of the space sublet or assigned. An executed counterpart of each sublease
or assignment and assumption of performance by the sublessee or assignee, in
form and substance approved by Landlord, shall be delivered to Landlord within
five (5) days prior to the commencement or occupancy set forth in such
assignment or sublease; no such assignment or sublease shall be binding on
Landlord until Landlord has received such counterpart as required herein.

                  In the event Landlord consents to any such assignment or
subletting, and as a condition thereto, Tenant shall pay to Landlord, as
additional rent, one hundred percent (100%) of all profit derived by Tenant from
such assignment or subletting. For purposes of the foregoing, profit shall be
deemed to include, but shall not be limited to, the amount paid or payable to
Tenant to effect or induce any such transaction, and the amount of all rent and
other consideration of whatever nature payable by such assignee or sublessee in
excess of the Minimum Rent and additional rent payable by Tenant under this
Lease. If a part of the consideration for such assignment or subletting shall be
payable other than in cash, the payment to Landlord of its share of such
non-cash consideration shall be in such form as is satisfactory to Landlord.

                                       19

<PAGE>

                  Tenant shall and hereby agrees that it will furnish to
Landlord upon request from Landlord a complete statement, certified by an
independent certified public accountant, setting forth in detail the computation
of all profit derived and to be derived from such assignment or subletting, such
computation to be made in accordance with generally accepted accounting
principles. Tenant agrees that Landlord be given access at all reasonable times
to the books, records and papers of Tenant relating to any such assignment or
subletting, and Landlord shall have the right to make copies thereof. Tenant's
profit due Landlord hereunder shall be paid to Landlord within two (2) days of
receipt by Tenant of all payments made from time to time by such assignee or
sublessee to Tenant.

                  In no event shall any assignment or subletting to which
Landlord may consent, release or relieve Tenant from its obligations to fully
observe or perform all of the terms, covenants, and conditions of this Lease on
its part to be observed or performed. Tenant agrees to pay to Landlord, on
demand, all reasonable costs incurred by Landlord (including fees paid to
consultants and attorneys) in connection with any request by Tenant for Landlord
to consent to any assignment or subletting by Tenant.

         25.      Notices. All notices, demands, requests, consents,
certificates and waivers required or permitted hereunder from either party to
the other shall be in writing and sent by United States certified mail, return
receipt requested, postage prepaid. Notices to Tenant shall be addressed to
Standard Life Insurance Company of Indiana, 10689 N. Pennsylvania, Indianapolis,
IN 46280, ATTN: Raymond J. Ohlson, President, after the commencement of the
Term. Notices to Landlord shall be addressed to the Landlord, at the same
address, ATTN: Ronald D. Hunter, Chairman, President and CEO, with a copy to
Stephen M. Coons, Esq., Executive Vice President, General Counsel and Secretary,
and with a copy to any mortgagee or other party designated by Landlord. Either
party may at any time, in the manner set forth for giving notices to the other,
specify a different address to which notices to it shall be sent.

         26.      Quiet Enjoyment. Tenant, upon paying the Minimum Rent,
additional rent and other charges herein provided for, and observing and keeping
all covenants, agreements and conditions of this Lease on its part to be kept,
shall quietly have and enjoy the Premises during the Term of this Lease without
hindrance or molestation by anyone claiming by or through Landlord, subject,
however, to the exceptions, reservations and conditions of this Lease.

         27.      Curing Tenant's Defaults. If Tenant shall be in default in the
performance of any of its obligations hereunder, Landlord, without any
obligation to do so, in addition to any other rights it may have in law or
equity, may elect to cure such default on behalf of Tenant after written notice
(except in the case of emergency) to Tenant. Tenant shall reimburse Landlord
upon demand for any sums paid or costs incurred by Landlord in curing such
default, including interest thereon from the respective dates of Landlord's
making the payments and incurring such costs, which sums and costs together with
interest thereon shall be deemed additional rent payable promptly upon being
billed therefor.

         28.      Condition of Title and of Premises. Tenant represents that the
Property, the Lot and the Premises, the street or streets, sidewalks, parking
areas, curbs and access ways adjoining them, any surface conditions thereof, and
the present uses and non-uses thereof, have been examined by Tenant, and Tenant
accepts them in the condition or state in which they now are, or any of them now

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is, without relying on any representation, covenant or warranty, express or
implied, in fact or in law, by Landlord and without recourse to Landlord as to
the nature, condition or usability thereof or the use or uses to which the
Premises and the Property or any part thereof may be put.

         29.      Landlord's Right of Entry.

                  (a)      Inspection. Tenant shall permit Landlord and the
authorized representatives of Landlord and of any mortgagee or any prospective
mortgagee to enter the Premises at all reasonable times after twenty-four (24)
hours' notice except in emergencies when notice shall be given as soon as
reasonably practicable for the purpose of inspecting them. Landlord shall
endeavor to minimize any material disruption to Tenant's business.

                  (b)      Sale; Reletting. Landlord shall have the right at all
reasonable times to enter and to exhibit the Premises for the purpose of sale or
mortgage and, during the last nine (9) months of the Term, to enter and to show
the Premises to any prospective tenant.

         30.      Late Payments. All payments becoming due under this Lease and
remaining unpaid when due shall bear interest at the rate described in Paragraph
31(d) hereof. Tenant recognizes that the late payment of Minimum Rent or any sum
due hereunder will result in administrative expenses to Landlord, the extent of
which expenses are extremely difficult and economically impractical to
ascertain. Tenant therefore agrees that when Minimum Rent or any other sum is
due and payable from Tenant to Landlord pursuant to the terms of this Lease, and
such amount remains unpaid 10 days after such amount is due, the amount of such
unpaid Minimum Rent or such other sum shall be increased by an administrative
charge to be paid to Landlord by Tenant in the amount of Fifty Dollars ($50.00).

         31.      Interpretation.

                  (a)      Captions. The captions in this Lease are for
convenience only and are not a part of this Lease and do not in any way define,
limit, describe or amplify the terms and provisions of this Lease or the scope
or intent thereof.

                  (b)      Entire Agreement. This Lease represents the entire
agreement between the parties hereto and there are no collateral or oral
agreements or understandings between Landlord and Tenant with respect to the
Premises or the Property. This Lease supersedes all prior negotiations,
agreements, informational brochures, letters, promotional information and other
statements and materials made or furnished by Landlord or its agents. The
submission of this Lease by Landlord, its attorneys or agents, for examination
or for execution by Tenant, does not constitute a reservation of (or option for)
the Premises in favor of Tenant; and Tenant shall have no right or interest in
the Premises, and Landlord shall have no liability hereunder, unless and until
this Lease is executed and delivered by Landlord. No rights, easements or
licenses are acquired in the Property or any land adjacent to the Property by
Tenant by implication or otherwise except as expressly set forth in the
provisions of this Lease. This Lease shall not be modified in any manner except
by an instrument in

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writing executed by the parties. The masculine (or neuter) pronoun and the
singular number shall include the masculine, feminine and neuter genders and the
singular and plural number.

                  (c)      Exhibits. Each writing or plan referred to herein as
being attached hereto as an Exhibit or otherwise designated herein as an Exhibit
hereto is hereby made a part hereof.

                  (d)      Interest. Wherever interest is required to be paid
hereunder, such interest shall be at the greater of (i) 7.375% per annum or (ii)
2.00% plus the corporate base rate of interest announced from time to time by
Bank One or any successor, such rate to change when and as such corporate base
rate changes (but in no event at a rate which is more than the highest rate
which is at the time lawful in the State of Indiana).

         32.      Definitions.

                  (a)      "Landlord". The word "Landlord" is used herein to
include the Landlord named above as well as its successors and assigns, each of
whom shall have the same rights, remedies, powers, authorities and privileges as
it would have had had it originally signed this Lease as Landlord. Any such
person, whether or not named herein, shall have no liability hereunder after it
ceases to hold title to the Premises except for obligations which may have
theretofore accrued. Neither Landlord nor any principal, shareholder, partner,
member or other owner of Landlord nor any owner of the Building or the Lot,
whether disclosed or undisclosed, shall have any personal liability with respect
to any of the provisions of this Lease or the Premises, and if Landlord is in
breach or default with respect to Landlord's obligations under this Lease or
otherwise, Tenant shall look solely to the equity of Landlord in the Premises
for the satisfaction of Tenant's remedies.

                  (b)      "Tenant". The word "Tenant" is used herein to include
the Tenant named above as well as its permitted successors and assigns, each of
which shall be under the same obligations, liabilities and disabilities and each
of which shall have the same rights, privileges and powers as it would have
possessed had it originally signed this Lease as Tenant. Each and every of the
persons named above as Tenant shall be bound formally and severally by the
terms, covenants and agreements contained herein. However, no such rights,
privileges or powers shall inure to the benefit of any assignee of Tenant
immediate or remote, unless the assignment to such assignee is permitted or has
been approved in writing by Landlord as provided herein. Any notice required or
permitted by the terms of this Lease may be given by or to any one of the
persons named above as Tenant, and shall have the same force and effect as if
given by or to all thereof.

                  (c)      "Mortgage" and "Mortgagee". The word "mortgage" is
used herein to include any lien or encumbrance on the Building, the Premises or
the Property or on any part of or interest in or appurtenance to any of the
foregoing, including, without limitation any ground rent or ground lease if
Landlord's interest is or becomes a leasehold estate. The word "mortgagee" is
used herein to include the holder of any mortgage, including any ground lessor
if Landlord's interest is or becomes a leasehold estate. Wherever any right is
given to a mortgagee, that right may be exercised on behalf of such mortgagee by
any representative or servicing agent of such mortgagee. No mortgagee which
shall succeed to the interest of Landlord hereunder (either in terms of
ownership or possessory rights) shall: (i) be liable for any previous act or
omission of a prior Landlord, (ii) be subject to any rental offsets or defenses
against a prior Landlord, (iii) be bound by any amendment of this Lease

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<PAGE>

made without its written consent, or by payment by Tenant of rent in advance in
excess of two (2) months' rent, (iv) be liable for any security not actually
received by it, or (v) be liable for any initial construction or the
improvements to be made to the Premises.

                  (d)      "Person". The word "person" is used herein to include
a natural person, a partnership, a corporation, an association, and any other
form of business association or entity.

                  (e)      "Date of this Lease". The "date of this Lease" shall
be the date upon which this Lease has been fully executed by both parties.

         33.      Limitation of Liability. Neither Landlord nor any principal of
Landlord nor any owner of the Building or the Lot, whether disclosed or
undisclosed, shall have any personal liability with respect to any of the
provisions of this Lease or the Premises, and if Landlord is in breach or
default with respect to Landlord's obligations under this Lease or otherwise,
Tenant shall look solely to the equity of Landlord in the Premises for the
satisfaction of Tenant's remedies. It is expressly agreed that no partner,
member, director, officer, employee, beneficiary, shareholder, stockholder or
agent of Landlord shall be held personally liable for any liability, demand,
debt or obligation of or against Landlord under this Lease and Tenant shall not
pursue the satisfaction of any judgment rendered against Landlord against the
assets of any such partner, member, director, officer, employee, beneficiary,
shareholder, stockholder or agent of Landlord.

         34.      Broker. Tenant and Landlord covenant, warrant and represent
that there was no broker instrumental in consummating this Lease and that no
conversations or prior negotiations were had with any broker concerning the
renting of the Demised Premises.

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         IN WITNESS WHEREOF, and in consideration of the mutual entry into this
Lease for other good and valuable consideration, and intending to be legally
bound, each party hereto has caused this Lease to be duly executed as of the day
and year first above written.

                                    LANDLORD:

                                    Standard Management Corporation,
                                    an Indiana Corporation

                                    By: /s/ Ronald D. Hunter
                                        ----------------------------------------
                                    Printed: Ronald D. Hunter
                                    Its: Chairman, President & CEO

                                    TENANT:

                                    Standard Life Insurance Company of Indiana,
                                    an Indiana Corporation

                                    By: /s/ Raymond J. Ohlson
                                        ----------------------------------------
                                    Printed: Raymond J. Ohlson
                                    Its: President

                                       24

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                                   EXHIBIT "A"

Part of the West Half of the Northwest Quarter of the Southeast Quarter of
Section 2, Township 17 North, Range 3 East of the Second Principal Meridian in
Hamilton County, Indiana, described as follows:

Commencing at the Northwest corner of said half-quarter-quarter section; thence
North 89 degrees 00 minutes 22 seconds East (the bearings recited herein are
assumed based on Mid-States Engineering job number 121-4392 in which the North
line of the Southeast Quarter of said section bears North 89 degrees 00 minutes
22 seconds East) along the North line thereof a distance of 675.83 feet to the
Northeast corner thereof; thence South 00 degrees 11 minutes 36 seconds East
along the East line thereof a distance of 690.82 feet to the Point of Beginning;
thence continuing South 00 degrees 11 minutes 36 seconds East along the East
line thereof a distance of 645.87 feet to the Southeast corner of said
half-quarter-quarter section; thence South 88 degrees 55 minutes 24 seconds West
along the South line of said half-quarter-quarter section a distance of 644.93
feet to the Southeast corner of Pennsylvania Street as publicly dedicated by
Instrument No. 9427142; thence North 00 degrees 17 minutes 48 seconds West along
the East line of said Pennsylvania Street 90.90 feet; thence North 01 degrees 18
minutes 16 seconds East 80.36 feet; thence Northeasterly 161.37 feet along an
arc to the left and having a radius of 5,774.58 feet and subtended by a long
chord having a bearing of North 00 degrees 30 minutes 14 seconds East and a
length of 161.36 feet; thence North 00 degrees 17 minutes 48 seconds West 314.27
feet; thence North 89 degrees 00 minutes 22 seconds East parallel with said
North line thereof a distance of 641.59 feet to the point of beginning.

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                                    EXHIBIT B

                         Floors 1 and 2 of the Building

                                       26