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                                  EXHIBIT 10.19

                                      LEASE


         THIS LEASE (the "Lease") is made and entered into this 1st day of
December, 1999, by and between AmerUs Properties, Inc., (hereinafter called
"Landlord"), and AmerUs Life Insurance Company (hereinafter called "Tenant").
For and in consideration of the rental and of the covenants and agreements
hereinafter set forth to be kept and performed by Tenant, Landlord hereby leases
to Tenant and Tenant hereby leases from Landlord, the Building or Buildings and
the Premises as defined below, for the term and at the rental amount, and
subject to and upon all of the terms, covenants, and agreements hereinafter set
forth. This Lease supercedes and replaces all previous leases between the
parties for the property leased hereunder.

1.0      DEFINITIONS

         1.1      Building and Buildings. The word "Building" as used in this
                  Lease shall mean the 4-story building located at 611 - 5th
                  Avenue, Des Moines, Iowa 50309.

         1.2      Personal Property. Intentionally Deleted.

         1.3      Premises. The word "Premises" as used in this Lease shall mean
                  the fee or leasehold interest in the underlying ground and
                  driveways and parking areas outside of the Building of real
                  property defined on Exhibit "A" attached hereto.

         1.4      Leased Property. The words "Leased Property" as used in this
                  Lease shall mean, collectively, the Building and the Premises.

         1.5      Equipment. The word "Equipment" as used in this Lease shall
                  mean, collectively, the furniture, fixtures and equipment
                  owned by Tenant and located in any Building or on any Premises

         1.6      Operations. The Equipment, inventory, contract rights,
                  leasehold improvements, and other items of personal property,
                  whether tangible or intangible, used by the Tenant in the
                  operation of such insurance company.

         1.7      Taxes. The real property taxes and personal property taxes
                  applicable to any Leased Property and Tenant's Operations
                  pursuant to Sections 4.2 and 4.3.

2.0      TERM

         2.1      The Term of this Lease shall be for a period of five (5) years
                  and one (1) month, commencing on the 1st day of December, 1999
                  (the "Rent Commencement Day") and ending on the 31st day of
                  December, 2004. A "Lease Year" shall commence on the Rent
                  Commencement Day and end 12 months thereafter.



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         2.2      Options to Renew Lease. Tenant shall have the option upon nine
                  (9) months' prior written notice in each instance to renew the
                  Lease for two (2) additional terms of five (5) years each on
                  the same terms and conditions as herein set forth except that
                  the base rent for the first option shall be $570,000.00 and
                  the base rent for the second option shall be at "market
                  price". Should the parties be unable to agree on the "market
                  price", the Landlord shall select an appraiser, the Tenant
                  shall select a second appraiser and the two appraisers shall
                  appoint a third appraiser to determine "market price".

3.0      RENT.

         Tenant shall pay to Landlord as rent for the Lease Property the sum of
         $520,000.00 per annum payable $43,333.33 per month in advance, without
         deduction, offset, abatement for casualty, condemnation or other
         reason, prior notice or demand, in lawful monies of the United States
         of America.

4.0      TAXES.

         4.1      Payment of Taxes. Tenant shall pay, as additional rent
                  hereunder, all real property taxes applicable to the Leased
                  Property during the term of the Lease and shall assume all
                  obligations for real property taxes accrued or existing for
                  calendar year 1999 prior to the Rent Commencement Date.
                  Payment of taxes shall be made to Landlord on or before ten
                  (10) days prior to the due date of such taxes, and Landlord
                  shall promptly remit the payment to the appropriate taxing
                  authorities. Landlord shall be responsible for any interest or
                  penalties associated with taxes paid subsequent to the due
                  date therefore only in the event Landlord receives payment
                  from Tenant on or before ten (10) days prior to such due date.
                  In the event such real property taxes required to be paid by
                  Tenant cover any period of time after expiration of the term
                  of this Lease, Tenant's share of such taxes shall be equitably
                  prorated to cover only the period of time within the fiscal
                  tax year during which this Lease is in effect. Landlord shall
                  forward copies of all tax bills within fifteen (15) days after
                  Landlord's receipt thereof.

         4.2      Definition of "Real Property Taxes". As used herein, the term
                  "real property tax" shall include any form of assessment,
                  license fee, rent tax, sales tax on rental receipts, levy, or
                  tax imposed by any authority having the direct or indirect
                  power to tax, including any city, county, state, or federal
                  government, or any school, agricultural, lighting, drainage,
                  or other improvement district thereof, as against any legal or
                  equitable interest of Landlord in any Leased Property or in
                  the real property of which any Premises is a part, as against
                  Landlord's right to rent or other income therefrom.

         4.3      Personal Property Tax. Tenant shall pay prior to delinquency
                  all taxes assessed against and levied upon leasehold
                  improvements, fixtures, furnishings and Equipment.

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         4.4      If Tenant should fail to pay any taxes, assessments or
                  governmental charges required to be paid by it hereunder, in
                  addition to any other remedies provided herein, Landlord may,
                  in its sole discretion, pay such taxes, assessments and
                  governmental charges. Any sums so paid by Landlord shall be
                  deemed to be additional rental owing by Tenant to Landlord and
                  due and payable upon demand as additional rent with interest
                  at the rate of twelve percent (12.00%) from the date of the
                  payment by Landlord.

         4.5      If at any time during the term of the Lease the present method
                  of taxation shall be changed so that, in lieu of the whole or
                  any part of any taxes, assessments, levies or charges levied,
                  assessed or imposed on real estate and the improvements
                  thereon there shall be levied, assessed or imposed on Landlord
                  a capital levy or other tax directly on the rents received
                  from Tenant and/or any assessment, levy or charge measured by
                  or based in whole or in part, upon such rents, then all such
                  taxes, assessments, levies or charges, or the part thereof so
                  measured or based, shall be deemed to be included with the
                  term taxes for the purposes hereof and shall be paid by
                  Tenant.

         4.6      Tenant may contest by appropriate proceedings, the amount,
                  validity or application of any taxes by appropriate
                  proceedings diligently conducted in good faith provided that
                  (a) such proceedings shall suspend the collection thereof, (b)
                  no part of the Leased Property or of any rent would be subject
                  to loss, sale or forfeiture before determination of any
                  contest, (c) Landlord would not be subject to any criminal
                  liability for failure to pay, (d) such proceedings shall not
                  affect the payment of rent hereunder or prevent Tenant from
                  using any Leased Property for its intended purposes, and (e)
                  Tenant shall notify Landlord of any such proceedings at which
                  the amount of contest exceeds $10,000.00 within 20 days after
                  the commencement thereof, and shall describe such proceedings
                  in reasonable detail. Tenant will conduct all such contests in
                  good faith and with due diligence and will, promptly after the
                  determination of such contest, pay and discharge all amounts
                  which shall be determined to be payable therein. In the event
                  Tenant elects to dispute and contest any taxes, it shall
                  provide Landlord with a surety bond in the amount of taxes in
                  dispute.

         4.7      Landlord covenants and agrees that if there shall be any
                  refunds or rebates of the Taxes paid by Tenant, such refunds
                  or rebates shall belong to Tenant. Any refunds received by
                  Landlord shall be deemed trust funds and as such are to be
                  received by Landlord in trust and paid to Tenant forthwith.
                  Tenant will, upon the request of the Landlord, sign any
                  receipts which may be necessary to secure the payment of any
                  such refunds or rebates.

5.0      USE.

         5.1      Use. The Leased Property shall be used and occupied by Tenant
                  only as general office use. Tenant shall not change the use of
                  any Leased Property as set forth above without Landlord's
                  prior written consent, which consent shall not be


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                  unreasonably withheld. Tenant will not do or permit any act or
                  thing that is contrary to any legal requirement or insurance
                  requirement, or that impairs the value of any Leased Property
                  or any part thereof or that materially increases the dangers,
                  or poses unreasonable risk of harm, to third parties (in, on
                  or off any Leased Property) arising from activities thereon,
                  or that constitutes a public or private nuisance or waste to
                  any Leased Property or any part thereof. Tenant shall not
                  conduct any activity on any Premises or use any Leased
                  Property in any manner (i) which would cause any Leased
                  Property to become a hazardous waste treatment, storage or
                  disposal facility within the meaning of, or otherwise bring
                  any Leased Property within the ambit of, the Resource
                  Conservation and Recovery Act of 1976 as amended, 42
                  U.S.C.ss.6901 et seq., or any similar state law or local
                  ordinance; (ii) so as to cause a release or threat of release
                  of hazardous waste from any Leased Property within the meaning
                  of, or otherwise bring any Leased Property within the ambit
                  of, the Comprehensive Environmental Response Compensation and
                  Liability Act of 1980 as amended, the Toxic Substance Control
                  Act 15 U.S.C.ss. 2601, et seq. and the Federal Hazardous
                  Materials Transportation Act 49 U.S.C.ss.1801 et seq., or any
                  similar state law or local ordinance or any other
                  environmental law; or (iii) so as to cause a discharge of
                  pollutants or effluents into any water source or system, or
                  the discharge into the air of any emissions, which would
                  require a permit under the Federal Water Pollution Control
                  Act, 33 U.S.C.ss.1251, et seq., or the Clean Air Act, 42
                  U.S.C.ss.1857, et seq., or any similar state or local
                  ordinance.

         5.2      Compliance with the Law. Tenant shall, at Tenant's expense,
                  comply promptly with all applicable statutes, ordinances,
                  rules, regulations, orders and requirements in effect during
                  the term hereof, regarding the use by Tenant of any Leased
                  Property. Tenant shall not use or permit the use of any Leased
                  Property in any manner that will tend to create waste or a
                  nuisance, or, otherwise expose Landlord or any Leased Property
                  to any liability.

         5.3      Condition of Leased Property. Tenant hereby accepts all of the
                  Leased Property in their condition as of the date of the
                  possession hereunder, subject to all applicable zoning,
                  municipal, county and state laws, ordinances, and regulations
                  governing and regulating the use of any Leased Property, and
                  accepts this Lease subject thereto and to all matters
                  disclosed thereby, and by any exhibits attached hereto. Tenant
                  acknowledges that neither the Landlord nor Landlord's agent
                  has made any representation or warranty as to the suitability
                  of any Leased Property for the conduct of the Tenant's
                  business.

         5.4      Tenant's Covenants and Indemnity. Tenant shall not dispose of
                  or otherwise allow the release of any hazardous waste or
                  materials in, on, or under the Premises, or any adjacent
                  property or in any improvements placed on the Premises. Tenant
                  represents and warrants to Landlord that Tenant's intended use
                  of any Leased Property does not involve the use, production,
                  disposal or bringing onto any Premises of any hazardous waste
                  or materials. Tenant shall promptly comply with all statutes,
                  regulations and ordinances, and with all orders, decrees


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                  or judgements of governmental authorities or courts having
                  jurisdiction, relating to the use, collection, treatment,
                  disposal, storage, control, removal or clean up of hazardous
                  waste or materials, in, on, or under any Leased Property or
                  any adjacent property, or incorporated in any improvements, at
                  Tenant's expense.

                  Whether or not Tenant has actual knowledge of the release of
                  hazardous waste or materials in, on, or under any Leased
                  Property or any adjacent property as the result of Tenant's
                  use of any Leased Property, Tenant shall reimburse Landlord
                  for the full amount of all costs and expenses incurred by
                  Landlord in connection with such compliance activities, and
                  such obligation shall continue even after the termination of
                  this Lease. Tenant shall notify Landlord immediately of any
                  release of any hazardous waste or materials in, on or under
                  any Leased Property.

                  Tenant shall indemnify, defend and hold Landlord harmless from
                  and against any and all claims, damages, demands, losses,
                  liens, liabilities, obligations, fines, penalties, charges,
                  judgements, clean up costs, remedial actions and other
                  proceedings and costs and expenses (including, without
                  limitation, attorneys' fees and disbursements) which may be
                  imposed on, incurred or paid by, or asserted against Landlord
                  or any Leased Property by reason of, or in connection with (i)
                  any misrepresentation or breach of warranty, or (ii) the acts
                  or omissions of Tenant, or any sublessee or other person for
                  whom Tenant would otherwise be liable, resulting in the
                  release of any hazardous waste or materials, or (iii) arising
                  directly or indirectly from or out of or in any way connected
                  to Tenant's use, storage, ownership, possession, or control of
                  hazardous substances in, on or under any Leased Property which
                  directly or indirectly result in the Leased Property or any
                  other property becoming contaminated with hazardous
                  substances. Tenant hereby agrees upon notification to clean up
                  from any Leased Property or any other property any
                  contamination caused by its activity, including, without
                  limitation, use, storage, ownership, possession or control of
                  hazardous substances in, on or under any Leased Property,
                  including, without limitations, any remedial action required
                  by applicable governmental authorities. Tenant further
                  acknowledges that it will be solely responsible for all costs
                  and expenses relating to the clean up of hazardous substances
                  from any Leased Property or any other properties which become
                  contaminated with hazardous substances as a result of Tenant's
                  activities in, on or under any Leased Property.

                  The terms "hazardous substances" and "hazardous waste or
                  materials" shall mean: Any substance or material defined or
                  designated as a hazardous or toxic waste, hazardous or toxic
                  material, a dangerous, hazardous, toxic, or radioactive
                  substance, or other similar term, by any federal, state or
                  local environmental statute, regulation, or ordinance
                  presently in effect or that may be promulgated in the future,
                  as such statutes, regulations, and ordinances may be amended
                  from time to time including, but not limited to, the statutes
                  listed below:

                  Resource Conservation and Recovery Act of 1976, as amended, 42
                  U.S.C. ss. 6901 et seq.


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                  Comprehensive Environmental Response, Compensation, and
                  Liability Act of 1980 as amended, 49 U.S.C. ss. 1801 et. seq.

                  Clean Air Act, 42 U.S.C. ss. 1857

                  Water Pollution Control Act, Federal Clean Water Act, 33
                  U.S.C.ss.1251, et seq.

                  Insecticide, Fungicide, and Rodenticide Act, Federal Pesticide
                  Act, 7 U.S.C., Paragraph 13, et seq.

                  Toxic Substances Control Act, 15 U.S.C. ss.2601, et seq.

                  Safe Drinking Water Act, 42 U.S.C. ss.300(f), et seq.

         5.5      Air Quality. Tenant shall pay the cost of a contract with Mary
                  A. Finn Associates, Ltd. or another qualified professional
                  providing for the performance of a five (5) year quarterly air
                  monitoring program which cost is estimated at $37,000.00 over
                  the five (5) year term and a five (5) year annual employee
                  notification/training program which cost is estimated at
                  $2,500.00 over the five (5) year period and shall pay the cost
                  of the installation of OSHA required signs and labels at the
                  leased property.

         5.6      Insurance Cancellation. Notwithstanding the provisions of
                  Section 5.1 above, no use shall be made or permitted to be
                  made of any Leased Property nor acts done which will cause the
                  cancellation of any insurance policy covering any Leased
                  Property or any other property of which any Premises may be a
                  part.

         5.7      After notice to Tenant and reasonable opportunity for Tenant
                  to effect such compliance, Landlord may, but is not obligated
                  to, enter upon any Leased Property and take such actions and
                  incur such costs and expenses to effect such compliance as it
                  deems advisable to protect its interest in any Leased
                  Property; provided, however, that Landlord shall not be
                  obligated to give Tenant notice and an opportunity to effect
                  such compliance if (i) such delay might result in material
                  adverse harm to Landlord or any Leased Property, (ii) Tenant
                  has already had actual knowledge of the situation and a
                  reasonable opportunity to effect such compliance, or (iii) an
                  emergency exists.

6.0      UTILITIES.

         Tenant shall pay prior to delinquency for all water, gas, heat, light,
         power, telephone, sewage and city assessments, air conditioning,
         ventilation, janitorial, landscaping, fire protection monitoring
         service, solid waste removal, snow removal, elevator maintenance,
         security, pest control, window washing, and all other materials and
         utilities supplied to any Leased Property. Landlord has no
         responsibility to maintain or pay for any utilities on any Leased
         Property.


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7.0      MAINTENANCE AND REPAIRS: ALTERATIONS AND ADDITIONS.

         7.1      Management. Tenant acknowledges that Landlord or its successor
                  may enter into a property management contract with a third
                  party or entity related to Landlord for the management of the
                  subject property. The consideration for said services shall
                  not exceed $50,000.00 annually. Tenant shall be responsible to
                  Landlord for such cost. Tenant shall also reimburse Landlord
                  for actual cost of on-site maintenance personnel who are not
                  employees of Tenant.

         7.2      Maintenance and Repairs. Tenant shall at its sole cost and
                  expense keep and maintain all Leased Property, including
                  sidewalks, landscaping and driveways located on the Premises,
                  in good working order and condition and repair, and shall
                  suffer no waste with respect thereto. Tenant shall at its sole
                  cost and expense make all needed repairs to and replacements
                  of the Leased Property, interior and exterior, structural and
                  nonstructural, ordinary and extraordinary, including but not
                  limited to any roof, air conditioning and heating systems,
                  replacements or cracked or broken glass, repair of parking
                  areas and driveways, and shall keep the plumbing units, pipes
                  and connections free from obstruction and protected against
                  ice and freezing. Landlord has no responsibility to maintain
                  or pay for any part of the maintenance or replacement of the
                  Leased Property.

         7.3      Surrender. On the last day of the term hereof, or on any
                  sooner termination, Tenant shall surrender the Leased Property
                  to Landlord in good condition, broom clean, ordinary wear and
                  tear excepted. Tenant shall repair any damage to the Leased
                  Property caused by the removal of Tenant's Equipment pursuant
                  to Section 7.4 below, which repairs shall include the patching
                  and filling of holes thereof, the repair of structural damage
                  of any kind or type, the repair or replacement (but only to
                  the extent required) of all damaged mechanical equipment and
                  all heating, air conditioning, and ventilating equipment.

         7.4      Landlord's Rights. If Tenant fails to perform Tenant's
                  obligations under any of the provisions of this Section 7,
                  Landlord shall give Tenant written notice to do such acts as
                  are reasonably required to maintain any Leased Property in
                  good order and condition. If, within thirty (30) days of such
                  notice, Tenant fails to commence to do the work and diligently
                  prosecute it to completion, then Landlord shall have the
                  right, (but not the obligation) at Tenant's expense to take
                  such action or expend such funds necessary (i) to prevent
                  immediate physical deterioration to the Premises or (ii) to
                  comply with any actions by governmental bodies or neighboring
                  landowners. Any amount so expended by Landlord shall be paid
                  by Tenant within ten (10) days after billing for same, with
                  interest at twelve percent (12.00%) per annum from the date of
                  such work. Landlord shall have no liability to Tenant for any
                  damage, inconvenience, or interference with the use of any
                  Leased Property by Tenant as a result of performing any such
                  work.


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7.5      Alterations and Additions.

         (a)      Tenant shall not make any alterations to any structural
                  component of any Building (including, but not limited to
                  exterior walls, foundations and roof), or utility
                  installations on or about any Premises without the express
                  written consent of the Landlord; provided, however, that the
                  Landlord will not unreasonably delay or withhold consent. As
                  used in this section, the term "utility installations" shall
                  include ducting, power plants, space heaters, conduit, and
                  wiring.

         (b)      Landlord shall have the right to approve any contractors or
                  sub-contractors for work on any Leased Property which is
                  reasonably expected to exceed $50,000.00, which approval shall
                  not be unreasonably withheld.

         (c)      All alterations, changes, additions, improvements, and utility
                  installations (whether or not such utility installations
                  constitute fixtures of Tenant) which may be made to any Leased
                  Property, shall at the expiration or earlier termination of
                  this Lease, become the property of the Landlord and remain
                  upon and be surrendered with the Leased Property. The
                  Equipment, inventory and any other personal property, to the
                  extent owned by the Tenant, other than that which is affixed
                  to any Building or Premises so that it cannot be removed
                  without material damage to such Building or Premises, shall
                  remain the property of the Tenant, and may be removed by the
                  Tenant subject to the provisions in Section 7.2, at any time
                  during the term of this Lease when Tenant is not in default of
                  any of the provisions of this Lease.

         (d)      Landlord shall be deemed to have given its consent to a
                  request pursuant to this Section 7.4 if it fails to respond to
                  Tenant's written request within fifteen (15) days after
                  receipt thereof and if the request states on its face that
                  failure to respond in a fifteen (15) day period will be deemed
                  to be a consent.

8.0      ENTRY BY LANDLORD.

         Landlord and Landlord's agents, shall have the right on reasonable
         prior notice to enter any Building or Premises to inspect the same or
         to maintain or repair the Leased Property or any portion thereof
         (subject to Section 7.3 hereof), or to show any Leased Property to
         prospective purchasers or lenders, or during the last nine (9) months
         of the term of the Lease to any prospective Tenant. Landlord shall have
         the right to use any and all means which Landlord may deem proper to
         open the door to any Building in an emergency of any type.


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9.0      LIENS.

         Tenant shall keep all Leased Property free from any and all liens
         arising out of work performed, materials furnished, or obligations
         incurred by Tenant and shall indemnify and hold harmless and defend the
         Landlord from an and all liens and/or encumbrances arising out of any
         work performed or material furnished by or at the direction to the
         Tenant. In the event that any such lien is imposed, Tenant shall have
         thirty (30) days from the date of imposition to cause the lien to be
         released or record or bonded around. Failure to do so by Tenant shall
         allow Landlord, in addition to all other remedies provided herein by
         law, the right, but by no means the obligation, to cause the lien to be
         released by such means as it shall deem proper, including payment of
         the claim giving rise to the lien. All such sums paid by Landlord and
         all expenses incurred by it in connection therewith, including
         attorney's fees and costs, shall be payable to Landlord by Tenant on
         demand with interest at twelve percent (12.00%) per annum. Landlord
         shall have the right at all times to post and keep posted on any Leased
         Property any notices permitted or required by law, or which the
         Landlord shall deem proper, for the protection of the Landlord and any
         Leased Property, and/or any other party having an interest therein,
         from mechanic's and materialman's liens. The Tenant shall give to
         Landlord at least ten (10) days written notice of the expected date of
         commencement of any work relating to alterations and/or additions to
         the Leased Property where approval is required.

10.0     INDEMNITY.

         10.1     Indemnity. Tenant shall defend, indemnify, and hold harmless
                  Landlord from and against any and all claims arising from
                  Tenant's use of any Leased Property or the conduct of its
                  business or from any activity, work, or thing done, permitted,
                  or suffered by Tenant in or about any Leased Property and
                  shall further defend, indemnify, and hold harmless Landlord
                  from and against any and all claims arising from any breach,
                  or default in the performance of any obligation on Tenant's
                  part to be performed under the terms of this Lease, or arising
                  from any act or negligence of Tenant, or any of its agents,
                  contractors, or employees, and from and against any and all
                  costs, attorneys fees, expenses, and liabilities incurred in
                  connection with such claim or any action or proceeding brought
                  thereon. In case any action or proceeding be brought against
                  Landlord by reason of any such claim whatsoever, Tenant, upon
                  notice from Landlord, shall defend same at Tenant's expense by
                  counsel reasonably satisfactory to Landlord. However, Tenant
                  shall not be liable for any damage or injury occasioned by the
                  negligence or intentional acts of Landlord or its designated
                  agents, or employees.

         10.2     Exemption of Landlord from Liability. Except for intentional
                  acts or gross negligence of the Landlord, its agents and
                  employees, Landlord shall not be held liable for injury or
                  damage which may be sustained by the person, goods, wares,
                  merchandise, or property of the Tenant, or by any agent or
                  other person claiming by or under Tenant which might be caused
                  by or resulting from fire, steam, electricity, gas, water, or
                  rain, which may leak or flow from or into any part of


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                  any Leased Property or from breakage, leakage, obstruction, or
                  other defects of the pipes, sprinklers, wires, appliances,
                  plumbing, heating, air conditioning, ventilating, or lighting
                  fixtures of the same, whether the said damage or injury
                  results from conditions arising in, on or under any Building
                  or Premises or from other sources. Landlord shall not be
                  liable for any damages arising from any act or neglect of any
                  other tenant (if any) of any Building or Premises. Tenant
                  shall defend, indemnify and hold harmless Landlord from and
                  against any and all claims by any person which may arise from
                  the matters mentioned in this Section 10.2 except for
                  intentional acts or negligence of the Landlord, its agents and
                  employees.

11.0     INSURANCE.

         11.1     Liability Insurance. Tenant shall, at Tenant's expense,
                  procure and maintain at all times during the term of this
                  Lease, a policy of comprehensive public liability insurance
                  insuring Landlord and Tenant against any liability arising out
                  of the ownership, use, occupancy, or maintenance of any Leased
                  Property. Such insurance shall at all times be in an amount of
                  not less than $2,000,000.00. The limits of such insurance
                  shall not limit the liability of the Tenant. All insurance
                  required under this Section 11 shall be with companies rated A
                  or better in Best's Insurance Guide. Tenant shall deliver to
                  Landlord certificates of insurance evidencing the existence
                  and amounts of such insurance with loss payable clauses
                  satisfactory to Landlord, provided that in the event Tenant
                  fails to procure and maintain such insurance, Landlord may
                  (but shall not be required to), procure same at Tenant's
                  expense after ten (10) days prior written notice. No such
                  policy shall be cancelable or subject to reduction of coverage
                  or other modification except after thirty (30) days prior
                  written notice to Landlord by the insurer. All such policies
                  shall be written as primary policies, not contributing with
                  and not in excess of coverages which the Landlord may carry.
                  Tenant shall, within twenty (20) days prior to the expiration
                  of such policies, furnish Landlord with renewals or binders or
                  Landlord may order such insurance and charge the cost to the
                  Tenant, which amounts shall be payable by Tenant on demand.
                  Tenant shall have the right to provide such insurance coverage
                  pursuant to blanket policies which the Tenant may have in
                  force, provided such blanket policies expressly afford
                  coverage of any Leased Property and to Landlord as is required
                  by this Lease.

         11.2     Property Insurance. Landlord shall, at Tenant's expense,
                  procure and maintain at all times during the term of this
                  Lease, the policy or policies of insurance covering loss or
                  damage to any Leased Property in the amount of the full
                  replacement value thereof, and providing protection against
                  all perils included within the classification of fire,
                  extended coverage, vandalism, malicious mischief, sprinkler
                  leakage (if applicable), flood (to the extent that the
                  Property is in a flood plain), and special extended peril (all
                  risk). All such policies shall be written as primary policies,
                  not contributing with and not in excess of coverages which the
                  Landlord may carry. Landlord shall order such insurance and
                  charge the cost to the Tenant, which amounts shall be payable
                  by Tenant on demand. If


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                  Tenant determines that the premium cost is too high, Tenant
                  may deliver quotes from three other insurer of similar or
                  better Best rating for similar coverage and provided the
                  quotes show more than a 10% reduction in premium rate,
                  Landlord will select one of the three insurers to provide the
                  insurance for the Leased Premises. Such insurance shall
                  provide for payment of losses thereunder to Landlord or the
                  holder of a first mortgage or deed of trust on any of the
                  Leased Property. Any loss proceeds shall be made available for
                  the purposes of replacing or rebuilding the pertinent Leased
                  Property if required under Section 12 and in which event, such
                  funds shall be segregated from the general funds of Landlord.

         11.3     Waiver of Subrogation. Landlord and Tenant shall waive any and
                  all rights of recovery against the other or against the
                  officers, employees, agents and representatives of the other,
                  on account of loss or damage occasioned to such waiving party
                  or its property or the property of others under its control
                  caused by fire or any of the extended coverage risks described
                  above to the extent that such loss or damage is insured.
                  Landlord and/or Tenant shall give notice to the insurance
                  carrier or carriers involved that the foregoing mutual Waiver
                  of Subrogation option is contained in this Lease. The waivers
                  provided for in this Section 11.3 shall be applicable and
                  effective only in the event such waivers are obtainable from
                  the insurance carriers concerned.

12.0     DAMAGE TO PREMISES.

         12.1     Partial or Total Damage -Insurance Available. In the event of
                  damage causing a partial or total destruction of the Building
                  during the term of this Lease and there is made available to
                  the Landlord, pursuant to Section 11.0 above, insurance
                  proceeds for such damage, Landlord shall utilize all such
                  insurance proceeds and cause the Building to be promptly
                  repaired to the condition existing immediately prior to such
                  damage, with this Lease to continue in full force and effect.
                  Tenant shall deposit with Landlord or make available to
                  Landlord only that amount equal to the deductible provided
                  under said insurance contract within ten (10) days after
                  notice to Tenant by Landlord. Provided, however, if Landlord
                  has not begun reconstruction or repairs within thirty (30)
                  days after the later of (i) receipt of available insurance
                  proceeds or (ii) receipt of the deductible payment, or it is
                  not reasonably anticipated that such repair or reconstruction
                  can be completed within a 180-day period after commencement or
                  reconstruction, Tenant may terminate this Lease by written
                  notice to Landlord along with the insurance deductible.

                  If after commencement of construction the Building is not
                  completed and ready for occupancy within 180 days after the
                  commencement of construction, subject to Force Majeure causes,
                  Tenant may terminate this Lease by written notice to the
                  Landlord. For purposes hereof, a Force Majeure cause shall be
                  an act of God, weather, earthquake, strike, insurrection, war
                  or other event outside the control of Landlord, during which
                  period the 180-day period referenced above shall be abated.


                                       11
<PAGE>   12

         12.2     Repair Not Permitted. In the event that the Building may not
                  be repaired herein under applicable laws and regulations
                  notwithstanding the availability of insurance proceeds, this
                  Lease shall be terminated as to such Leased Property effective
                  with the date of the damage occurrence, and Landlord shall be
                  entitled to retain the insurance proceeds pertaining to the
                  Leased Property and receive from Tenant the amount of the
                  insurance deductible.

         12.3     Damage to Building or Personal Property During Last Two Years
                  of Term. In the event of any total or partial destruction to
                  the Building occurring during the last two (2) year period of
                  the term of this Lease (or any extension thereof), and
                  notwithstanding the provisions of Sections 12.1 above,
                  Landlord or Tenant shall have the right for the longer of (i)
                  a period of sixty (60) days following the event giving rise to
                  the casualty or damage, or (ii) the period of fifteen (15)
                  days following the receipt of insurance proceeds to terminate
                  this Lease as to such Leased Property. In the event of such
                  termination, Landlord shall be entitled to retain the
                  insurance proceeds and receive from Tenant the amount of the
                  insurance deductible. This Section shall not apply to a
                  casualty during any period in which the remaining Lease Term
                  (including any properly exercised renewal options) is greater
                  than two (2) years.

13.0     CONDEMNATION.

         If all, or a substantial portion of any Leased Property shall be taken
         or appropriated for public or quasi-public use by the right of eminent
         domain, (with or without litigation), or transferred by agreement in
         connection with such public or quasi-public use, either Landlord or
         Tenant shall have the right at is option (exercisable within thirty
         (30) days of the receipt of notice of such taking) to terminate this
         Lease as to such Leased Property as of the date possession is taken by
         the condemning authority. A substantial portion of the Leased Property
         shall be deemed to be taken or appropriated if more than twenty percent
         (20.0%) of the Building is subject to such taking. If all or a
         substantial portion of the parking shall be taken, Landlord shall
         immediately procure equivalent substitute parking acceptable to Tenant,
         which acceptance shall not be unreasonably withheld. Absent acceptance,
         Tenant shall have the right to terminate this Lease. No award for any
         partial or entire taking shall be apportioned, and except as provided
         in the next sentence, Tenant hereby assigns to Landlord any award which
         may be made in such taking appropriation, or condemnation, together
         with any and all rights of Tenant now or hereafter arising in such
         award. Landlord has no interest, however, in any award made to Tenant
         for the taking of Equipment belonging to Tenant; or for the
         interruption of or damage to Tenant's business, or to Tenant's
         unamortized cost of leasehold improvements. Any award to the Landlord
         by reason of such partial taking shall be made available for
         reconstruction, should the Tenant so elect, and shall be segregated
         from the Landlord's general funds. No temporary taking of any Leased
         Property and/or of the Tenant's rights therein, or under this Lease,
         shall terminate this Lease as to such Leased Property or give Tenant
         any right to any abatement of rent. Provided, however, if it is
         reasonably anticipated that such temporary taking will extend for any
         greater than 180 days, or if such temporary taking actually extends
         beyond such 180 period, subject to Force Majeure


                                       12
<PAGE>   13
         causes, Tenant may, by written notice to Landlord, terminate this
         Lease. Any award made for such temporary taking shall belong entirely
         to Tenant unless Tenant terminates this Lease, in which event the award
         shall belong entirely to Landlord.

14.0     ASSIGNMENT AND SUBLETTING.

         14.1     Landlord's Consent Required. Tenant shall not assign,
                  transfer, mortgage, pledge, hypothecate, or encumber this
                  Lease or any interest therein, nor permit such assignment by
                  operation of law, and shall not sublet any Leased Property or
                  any part thereof, without the prior express written consent of
                  the Landlord, which consent shall not be unreasonably
                  withheld. Any attempt to do so without such consent being in
                  hand, shall be wholly void and shall constitute a breach of
                  this Lease.

         14.2     No Release of Tenant. No consent by Landlord to any assignment
                  or subletting by Tenant shall relieve Tenant of any
                  obligations to be performed by Tenant under this Lease,
                  whether occurring before or after such assignment or
                  subletting. The consent by Landlord to any assignment or
                  subletting shall not relieve Tenant from the obligation to
                  obtain Landlord's express written consent to any other
                  assignment or subletting. The acceptance of any rent by
                  Landlord from any person shall not be deemed to be a waiver by
                  Landlord of any provision of this Lease, or to be deemed a
                  consent to any assignment, subletting, or other transfer.

         14.3     By Landlord. This Lease shall be fully assignable by Landlord
                  or its assigns.

         14.4     Permitted Assignments. Notwithstanding anything to the
                  contrary in this Lease, Tenant may assign the Lease without
                  Landlord's consent to:

                  (a)      a parent or subsidiary corporation of Tenant, or

                  (b)      the surviving entity in the event of the merger,
                           consolidation or acquisition of Tenant, or

                  (c)      an entity which purchases all or substantially all of
                           Tenant's assets, or

                  (d)      to any person or entity which purchases all or
                           substantially all of the stock of Tenants

                  provided that in (a) through (d) above, the proposed assignee
                  meets each of the following criteria:

                           (i)      The proposed assignee has a net worth (at
                                    the time of assignment) of at least
                                    $150,000,000.00.

                           (ii)     The proposed assignee's use of the Premises
                                    conforms to the permitted use under this
                                    Lease.


                                       13
<PAGE>   14

                           (iii)    Landlord (or any of its affiliates) has not
                                    had problems (including, but not limited to,
                                    material defaults, late payments,
                                    bankruptcies, court cases, maintenance
                                    concerns, or other property management
                                    problems) with the proposed assignee.

15.0     SUBORDINATION

         15.1     Subordination. At Landlord's option, this Lease shall be
                  subject and subordinate to all ground or underlying leases
                  hereinafter executed affecting any Leased Property, and to the
                  lien of any mortgages or deeds of trust in any amount or
                  amounts whatsoever now or hereafter placed on or against the
                  land or improvements or either thereof, of which the Premises
                  are a part, without the necessity of the execution and
                  delivery of any further instruments, on the part of the
                  Tenant, to effectuate such subordination. If any mortgagee,
                  trustee, or ground lessor shall elect to have this Lease prior
                  to the lien of its mortgage deed of trust or ground lease, and
                  shall give written notice thereof to Tenant, this Lease shall
                  be deemed prior to such mortgage, deed of trust or ground
                  lease, on the date of the recording thereof.

         15.2     Subordination Agreements. Tenant covenants and agrees to
                  execute and deliver upon demand, without charge, such further
                  instruments evidencing such subordination of this Lease to
                  such ground or underlying leases and to the lien of any such
                  mortgages or deeds of trust as may be required by Landlord.

         15.3     Quiet Enjoyment. Landlord covenants and agrees with Tenant
                  that upon Tenant paying rent and other monetary sums due under
                  this Lease, performing its covenants and conditions of the
                  Lease and upon recognizing any subsequent lessor under a
                  ground or underlying lease or any purchaser as Landlord,
                  Tenant shall and may peaceably and quietly have, hold, and
                  enjoy the Leased Property for the term of the Lease as against
                  any adverse claim of Landlord or any party claiming under
                  Landlord subject, however, to the terms of the Lease.

         15.4     Attornment. In the event any proceedings are brought for
                  default under any ground or underlying lease, or in the event
                  of foreclosure or the exercise of a power of sale under any
                  mortgage or deed or trust made by Landlord covering any Leased
                  Property, the Tenant shall attorn to the lessor under the
                  ground or underlying lease or the purchaser upon any such
                  foreclosure, or sale, and recognize such lessor or purchaser
                  as the Landlord under this Lease, provided said lessor or
                  purchaser expressly agrees in writing to be bound by the terms
                  of this Lease.

         15.5     Non-Disturbance. Tenant's agreement to subordinate or attorn
                  pursuant to Section 15.1 and 15.4 is expressly contingent upon
                  Tenant receiving a commercially reasonable and acceptable
                  non-disturbance agreement at no cost to Tenant.


                                       14
<PAGE>   15

16.0     DEFAULT, REMEDIES

         16.1     Event of Default. The occurrence of any of the following shall
                  constitute a material default and breach of this lease by
                  Tenant:

                  (a)      Any failure by Tenant to pay the rent or any other
                           monetary sums required to be paid hereunder (where
                           such failure continues for five (5) days after
                           written notice by Landlord to Tenant);

                  (b)      The abandonment or vacation of any Leased Property by
                           the Tenant;

                  (c)      A failure by Tenant to observe and perform any other
                           provision of this Lease to be observed or performed
                           by Tenant, where such failure continues for thirty
                           (30) days after written notice thereof by the
                           Landlord to the Tenant. However, if the nature of the
                           default is such that the default cannot be reasonably
                           cured within the thirty (30) day period, Tenant shall
                           not be deemed to be in default if Tenant shall within
                           such period of time commence such cure and thereafter
                           diligently prosecute the same to completion;

                  (d)      The making by Tenant of any general assignment or
                           general arrangement for the benefit of creditors; the
                           filing by or against Tenant of a petition to have
                           Tenant adjudged a bankrupt, or of a petition for
                           reorganization or arrangement under any law relating
                           to bankruptcy; the appointment of a trustee or
                           receiver to take possession of substantially all of
                           the Tenant's assets located at any Premises or of
                           Tenant's interest in this Lease where possession is
                           not restored to Tenant within thirty (30) days; or
                           the attachment, execution or other judicial seizure
                           of substantially all of Tenant's assets located at
                           any Premises or of Tenant's interest in this Lease,
                           where such seizure is not discharged within thirty
                           (30) days; and

         16.2     Remedies. Upon the occurrence of any Event of Default
                  described in Paragraph 16.1 and at any time thereafter so long
                  as the same shall be continuing, Landlord may, at its option,
                  by notice to Tenant do one or more of the following, as
                  Landlord in its sole discretion shall determine:

                  (a)      Landlord may, by notice to Tenant, terminate this
                           Lease as of the date specified in such notice;
                           however, (A) no reletting, reentry or taking of
                           possession of any or all of the Property by Landlord
                           will be construed as an election on Landlord's part
                           to terminate this Lease unless a written notice of
                           such intention is given to Tenant, (B)
                           notwithstanding any reletting, reentry or taking of
                           possession, Landlord may at any time thereafter elect
                           to terminate this Lease with respect to any or all of
                           the Leased Property, and (C) no act or thing done by
                           Landlord or any of its agents, representatives or
                           employees and no agreement accepting a


                                       15
<PAGE>   16

                           surrender of any or all of the Leased Property shall
                           be valid unless the same be made in writing and
                           executed by Landlord;

                  (b)      Landlord may (i) demand that Tenat, and Tenant shall
                           upon the written demand of Landlord, return the
                           Leased Property promptly to Landlord in the manner
                           and condition as if the Leased Property were being
                           returned at the end of the Term, and Landlord shall
                           not be liable for the reimbursement of Tenant for any
                           costs and expenses incurred by Tenant in connection
                           therewith, and (ii) without prejudice to any other
                           remedy which Landlord may have for possession of the
                           Leased Property, enter upon the Leased Property and
                           take immediate possession of (to the exclusion of
                           Tenet) the Leased Property and expel or remove Tenant
                           and any other person who may be occupying the same,
                           by summary proceedings or otherwise, all without
                           liability to Landlord for or by reason of such entry
                           or taking of possession, whether for the restoration
                           of damage to property caused by such taking or
                           otherwise and, in addition to Landlord's other
                           damages, Tenant shall be responsible for the
                           reasonably necessary costs and expenses of reletting,
                           including without limitation, brokers fees, tenant
                           improvements and inducements for new tenants,
                           security costs, expenses of the lender, prepayment or
                           other penalties under any note or mortgage and the
                           costs of any repairs made by Landlord.

                  (c)      Except as Landlord may otherwise be required by law,
                           Landlord may hold, keep idle or lease to others the
                           property as Landlord in its sole discretion may
                           determine, free and clear of any rights of Tenant and
                           without any duty to account to Tenant with respect to
                           such action or inaction or for any proceeds with
                           respect to such action or inaction, except that
                           Tenant's obligation to pay base rent from and after
                           the occurrence of an Event of Default shall be
                           reduced by the net proceeds, if any, received by
                           Landlord from leasing the Leased Property to any
                           person, or allowing any person to use the Leased
                           Property, other than Tenant for the same periods or
                           any portion thereof;

                  (d)      Landlord may retain and apply against Landlord's
                           damages all sums which Landlord would, absent such
                           Event of Default, be required to pay to, or turn over
                           to, Tenant pursuant to the terms of this Lease; or

                  (e)      Landlord may exercise any other right or remedy that
                           may be available to it by law or in equity, or
                           proceed by appropriate court action (legal or
                           equitable) to enforce the terms hereof or to recover
                           damages for the breach hereof including without
                           limitation, the right to sue for and collect the
                           present value of all future base rent from date of
                           termination for the balance of the Term (if the Lease
                           had not been terminated) discounted monthly at the
                           annual rate then in effect as the Discount Rate of
                           the Federal Reserve Bank of New York. Separate suits
                           may be brought to collect any such damages for any
                           period or periods with respect to which


                                       16
<PAGE>   17

                           rent shall have accrued, and such suits shall not in
                           any manner prejudice Landlord's right to collect any
                           such damages for any subsequent periods, or Landlord
                           may defer any such suit until after the expiration of
                           the base Term or the then current renewal Term, in
                           which event such suit shall be deemed not to have
                           accrued until the expiration of the base Term, or the
                           then current renewal Term.

         16.3     Late Charges. Tenant hereby acknowledges that late payment by
                  Tenant to Landlord of rent and other sums due hereunder will
                  cause Landlord to incur costs not contemplated by this Lease,
                  the exact amount of which will be difficult to ascertain. Such
                  costs include, but are not limited to, processing and
                  accounting charges, and late charges which may be imposed on
                  Landlord by the terms of any mortgage or deed of trust
                  covering any Leased Property. Accordingly, if any installment
                  of rent or any other sum due from Tenant shall not be received
                  by Landlord or Landlord's designee within five (5) days after
                  such amount shall be due, Tenant shall pay to Landlord a late
                  charge equal to five percent (5.00%) of such overdue amount.
                  The parties hereby agree that such late charge represents a
                  fair and reasonable estimate of the cost Landlord will incur
                  by reason of late payment by Tenant.

         16.4     Default by Landlord. Landlord shall not be in default unless
                  Landlord fails to perform obligations required of Landlord
                  within a reasonable time, but in no event later than thirty
                  (30) days after written notice by Tenant to Landlord and to
                  the holder of any first mortgage or deed of trust covering the
                  Premises, whose name and address shall have been furnished to
                  Tenant in writing, specifying wherein Landlord has failed to
                  perform such obligation, provided, however that if the nature
                  of Landlord's obligation is such that more than thirty (30)
                  days are required for performance, then Landlord shall not be
                  in default if Landlord commences performance within such
                  thirty (30) day period and thereafter diligently prosecutes
                  same to completion. Tenant agrees that any such mortgagee or
                  deed of trust holder shall have the right to cure such default
                  on behalf of Landlord within thirty (30) calendar days after
                  receipt of such notice.

17.0     MISCELLANEOUS

         17.1     Estoppel Certificate.

                  (a)      Tenant shall at any time upon not less than twenty
                           (20) days prior written notice from Landlord,
                           execute, and deliver to Landlord a statement in
                           writing (i) certifying that this Lease is unmodified
                           and in full force and effect (or, if modified,
                           stating the nature of such modification and
                           certifying that this Lease, as so modified, is in
                           full force and effect), and the date to which the
                           rent and other charges are paid in advance, if any,
                           and (ii) acknowledging that there are not, to
                           Tenant's knowledge, any uncured defaults on the part
                           of Landlord hereunder, or specifying such defaults if
                           any are claimed. Any such statement may be
                           conclusively


                                       17
<PAGE>   18

                           relied upon by any prospective purchaser or
                           encumbrancer of any Leased Property.

                  (b)      Tenant's failure to deliver such statement within
                           such time shall be conclusive upon Tenant (i) that
                           this Lease is in full force and effect, without
                           modification except as may be represented by
                           Landlord, (ii) that there are no uncured defaults in
                           Landlord's performance, and (iii) that not more than
                           one month's rent has been paid in advance.

                  (c)      Landlord shall execute such estoppel certificates,
                           upon twenty (20) days written notice from Tenant, as
                           Tenant may request from time to time. Landlord's
                           failure to deliver such statement within such time
                           shall be conclusive upon Landlord (i) that this Lease
                           is in full force and effect, without modification
                           except as may be represented by Tenant, (ii) that
                           there are no uncured defaults in Tenant's performance
                           and (iii) that not more than one month's rent has
                           been paid in advance.

         17.2     Transfer of Landlord's Interest.

                  (a)      In the event of a bona fide sale or conveyance by
                           Landlord of Landlord's interest in any Leased
                           Property or in any other property in which any
                           Premises may be a part, other than a transfer for
                           security purposes only, if Landlord is not in default
                           under any provisions of this Lease, Landlord shall be
                           relieved from and after the date specified in any
                           such notice of transfer of all obligations and
                           liabilities accruing thereafter on the part of the
                           Landlord with respect to the transferred Leased
                           Property, provided that any funds in the hands of
                           Landlord at the time of transfer in which Tenant has
                           an interest, shall be delivered to the successor of
                           the Landlord and provided Landlord's assignee assumes
                           all such obligations. This Lease shall not be
                           affected by any such sale and Tenant agrees to attorn
                           to the purchaser or assignee provided all Landlord's
                           obligations hereunder are assumed in writing by the
                           transferee.

                  (b)      Tenant acknowledges notice from Landlord of its
                           intent to enter into a Purchase Agreement for the
                           sale of the subject property to William C. Knapp as
                           Trustee of the William C. Knapp Revocable Trust or
                           its assigns. Should said sale be completed, Landlord
                           acknowledges herein its agreement to pay to said
                           Purchaser the sum of $1,984,162.00 payable in the
                           event that Tenant does not exercise its first option
                           to renew this Lease for the first additional five (5)
                           year term for any reason other than default of
                           Landlord or Landlord's election to terminate the
                           Lease under the provisions of Paragraph 12.0.
                           However, should this Lease be terminated by Tenant
                           under the provisions relating to condemnation found
                           in Paragraph 13.0 herein, Tenant's payment required
                           herein shall be reduced by an amount equal to the
                           difference between $5,200,000.00 purchase price paid
                           by Landlord and the amount received from the
                           condemning


                                       18
<PAGE>   19

                           authority. No reduction shall be made in the event of
                           a casualty loss if Tenant elects to terminate this
                           Lease pursuant to the provisions of Paragraph 12.0 or
                           if repairs are not permitted pursuant to the
                           application of Paragraph 12.2. This payment has been
                           calculated and attributed to asbestos abatement
                           costs. Payment is due on date of termination.

         17.3     Captions; Attachment; Defined Terms.

                  (a)      Captions of the paragraphs of this Lease are for
                           convenience only and shall not be deemed to be
                           relevant in resolving any question of interpretation
                           or construction of any section of this Lease.

                  (b)      Exhibits attached hereto, and addendums and schedules
                           initialed by the parties, are deemed by attachment to
                           constitute part of this Lease and are incorporated
                           herein.

         17.4     Entire Agreement. This instrument along with any exhibits and
                  attachments hereto constitutes the entire agreement between
                  Landlord and Tenant relative to the Leased Property. This
                  agreement and the exhibits and attachments may be altered,
                  amended, or revoked only by an instrument in writing signed by
                  both Landlord and Tenant. Landlord and Tenant hereby agree
                  that all prior or contemporaneous oral agreements between and
                  among themselves and their agents or representatives relating
                  to the leasing of any Leased Property are merged into or
                  revoked by this agreement.

         17.5     Severability. The invalidity of any provision of this Lease,
                  as determined by a court of competent jurisdiction, shall in
                  no way affect the validity of any other provision hereof.

         17.6     Time; Joint and Several Liability. Time is of the essence of
                  this Lease in each and every provision hereof. All the terms,
                  covenants, and conditions contained in this Lease to be
                  performed by either party, if such party shall consist of more
                  than one person or organization, shall be deemed to be joint
                  and several, and all rights and remedies of the parties shall
                  be cumulative and non-exclusive of any other remedy at law or
                  in equity.

         17.7     Waiver. No waiver by Landlord of any provision hereof shall be
                  deemed a waiver of any other provision hereof or of any
                  subsequent breach by Tenant of the same or any other
                  provision. Landlord's consent to or approval of any act shall
                  not be deemed to render unnecessary the obtaining of
                  Landlord's express written consent to or approval of any
                  subsequent act by the Tenant. The acceptance of rent hereunder
                  by Landlord shall not be a waiver of any succeeding breach by
                  Tenant of any provision hereof, other than the failure of
                  Tenant to pay the particular rent so accepted, regardless of
                  Landlord's knowledge of such succeeding breach at the time of
                  acceptance of such rent.


                                       19
<PAGE>   20

         17.8     Surrender of Premises. The voluntary or other surrender of
                  this Lease by the Tenant, or mutual cancellation thereof,
                  shall not work a merger, and shall, at the option of Landlord,
                  terminate all or any existing subleases or subtenancies, or
                  may, at the option of Landlord, operate as an assignment to it
                  of any or all such subleases or subtenancies.

         17.9     Holding Over. If Tenant remains in possession of all or any
                  part of any Leased Property after the expiration of the term
                  of this Lease, with or without the express or implied consent
                  of the Landlord, such tenancy shall be from month to month
                  only, and not a renewal of this Lease or an extension for any
                  further term. In such case, rent and other monetary sums due
                  hereunder shall be payable in the amount and at the time
                  specified in this Lease and such month-to-month tenancy shall
                  be subject to every other term, covenant, and agreement
                  contained herein. Base rent shall increase to 125% of the most
                  recent base rent of the preceding term.

         17.10    Signs.

                  (a)      Tenant shall have the right to erect such signs as it
                           shall elect, all in accordance with legal
                           requirements.

                  (b)      Any such signs described above shall be removed at
                           the expiration or earlier termination of the Lease at
                           Tenant's expense and Tenant shall repair any damage
                           to any Leased Property resulting from such removal.
                           If Tenant fails to do so, Landlord may cause such
                           removal and repair on Tenant's behalf at Tenant's
                           expense.

         17.11    Reasonable Consent. Except as limited elsewhere in this Lease,
                  wherever in this Lease Landlord and/or Tenant is required to
                  give its consent or approval to any action on the part of the
                  other, such consent or approval shall not be unreasonably
                  withheld or delayed. In the event of failure to give any such
                  consent, the other party shall be entitled to specific
                  performance of law and shall have such other remedies as are
                  reserved to it under this Lease.

         17.12    Interest on Past-Due Obligations. Except as expressly herein
                  provided, any amount due to Landlord not paid when due shall
                  bear interest at twelve percent (12.00%) per annum from the
                  due date. Payment of such interest shall not excuse or cure
                  any default by Tenant under this Lease. Payment of such
                  interest is in addition to the late charge specified in
                  Section 16.3 of this Lease.

         17.13    Recording. Tenant shall not record this Lease without
                  Landlord's prior express written consent. Landlord and Tenant
                  shall, at the request of either and at Tenant's expense,
                  execute and record a short form or memorandum of Lease.

                                       20

<PAGE>   21



         17.14    Costs of Suit.

                  (a)      If Tenant or Landlord shall bring any action for any
                           relief against the other, declaratory or otherwise,
                           arising out of this Lease, including any suit by
                           Landlord for the recovery of rent or possession of
                           any Leased Property, the prevailing party shall be
                           entitled to an award of its reasonable attorneys'
                           fees and costs. Such fees and costs shall include
                           those fees and costs incurred at trial, on appeal, or
                           in any bankruptcy proceeding.

                  (b)      Should Landlord, without fault on Landlord's part, be
                           made a party to any litigation instituted by Tenant
                           or any third party against Tenant, or by or against
                           any person holding under or using any Leased Property
                           by license of Tenant, or for the foreclosure of any
                           lien for labor, material furnished to or for Tenant
                           or any such other person or otherwise arising out of
                           or resulting from any act or transaction of Tenant,
                           or of any such person, Tenant covenants to defend,
                           indemnify, and hold Landlord harmless from any
                           judgment rendered against Landlord or any Leased
                           Property, or any part thereof, and all costs and
                           expenses, including reasonable attorney fees,
                           incurred by Landlord in or in connection with such
                           litigation.

         17.15    Binding Effect; Choice of Law. The parties hereto agree that
                  all provisions hereof are to be construed as both covenants,
                  and conditions as though the words importing such covenants
                  and conditions were used in each separate paragraph hereof.
                  Subject to any provisions hereof restricting assignment or
                  subletting by the Tenant, all of the provisions hereof shall
                  bind and inure to the benefit of the parties hereto, their
                  respective heirs, legal representative, assigns, and
                  successors. This Lease shall be governed by the laws of the
                  State of Iowa.

         17.16    Waiver of Jury Trial. EACH OF THE PARTIES HERETO KNOWINGLY,
                  VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO
                  A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF,
                  UNDER, OR IN CONNECTION WITH THIS LEASE OR ANY EXHIBIT HERETO,
                  OR ANY COURSE OF CONDUCT, COURSE OF DEALING OR STATEMENTS
                  (WHETHER VERBAL OR WRITTEN) MADE BY THE PARTIES HEREIN.

         17.17    Corporate Authority. If Tenant is a corporation, each
                  individual executing this Lease on behalf of said corporation
                  represents and warrants that he is duly authorized to execute
                  and deliver this Lease on behalf of said corporation in
                  accordance with a duly adopted resolution of the Board of
                  Directors of said corporation, and that this Lease is binding
                  upon said corporation in accordance with its terms.


                                       21
<PAGE>   22

         17.18    Representation of Landlord. Landlord represents and warrants
                  that (i) it holds fee or leasehold title to the Leased
                  Property subject to the Lease and has full power and authority
                  to enter into this Lease; and (ii) each individual executing
                  this Lease on behalf of Landlord represents and warrants that
                  he is duly authorized to execute and deliver this Lease on
                  behalf of the Landlord, and that this Lease is binding upon
                  Landlord in accordance with its terms.

         17.19    Triple Net Lease. It is the intent of Landlord and Tenant that
                  this Lease shall be an absolute triple-net lease, and that all
                  costs, expenses or charges with respect to the Leased Property
                  are the responsibility of Tenant.

         17.20    Notices. Any notice provided or permitted to be given under
                  this Lease must be in writing and may be served by depositing
                  same in the United States mail, addressed to the party to be
                  notified, postage prepaid and certified, with return receipt
                  requested, by delivering the same in person to such party, or
                  by delivering the same by confirmed facsimile. Notice given in
                  accordance herewith shall be effective upon the earlier of
                  receipt at the address of the addressee or on the second (2nd)
                  day following deposit of same in the United States mail as
                  provided for herein, regardless of whether same is actually
                  received. For purposes of notice, the addresses of the parties
                  shall be as follows:

                         If to Tenant:       AmerUs Life Insurance Company
                                             ATTN:  Thomas G. Godlasky
                         611 - 5th Avenue
                                             Des Moines, Iowa  50309

                         If to Landlord:     AmerUs Properties, Inc.
                                             ATTN:  James A. McClarnon
                                             699 Walnut St., Suite 1700
                                             Des Moines, Iowa 50309

                  Either party may change its address for notice by giving ten
                  (10) days prior written notice thereof to the other party.

                                             LANDLORD: AMERUS PROPERTIES, INC.

                                             By:     /s/ James A. McClarnon
                                                --------------------------------
                                             Name/Title: James A. McClarnon,
                                                         Vice President


                                             TENANT:  AMERUS LIFE INSURANCE
                                                      COMPANY

                                             By:     /s/ Gene Harris
                                                --------------------------------
                                             Name/Title:  Gene Harris,
                                                          Vice President

                                       22

<PAGE>   23



STATE OF IOWA     )
                  )  ss:
COUNTY OF POLK    )

         BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared James A. McClarnon, Vice President of
AmerUs Properties, Inc., known to me to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the same for the purposes and consideration therein expressed, in the capacity
therein stated, and as the act and deed of said AmerUs Properties, Inc.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE this 15th day of December 1999.



                                                     /s/ Kathleen Zimmerman
                                            ------------------------------------
         [SEAL]                             Notary Public, State of Iowa


STATE OF IOWA     )
                  )  ss:
COUNTY OF POLK    )

         BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared Gene Harris, Vice President of AmerUs
Life Insurance Company, known to me to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the same for the purposes and consideration therein expressed, in the capacity
therein stated, and as the act and deed of said AmerUs Life Insurance Company.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE this 15th day of December 1999.



                                                     /s/ Kathleen Zimmerman
                                            ------------------------------------
         [SEAL]                             Notary Public, State of Iowa

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