<PAGE>

                                                                   Exhibit 4(25)



                           PURCHASE AND SALE AGREEMENT




                                 BY AND BETWEEN


                        HARRAH'S OPERATING COMPANY, INC.,
                                    as Seller


                                       AND


                              RBM VENTURE COMPANY,
                                  as Purchaser
<PAGE>

                           PURCHASE AND SALE AGREEMENT


         THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered
into by and between HARRAH'S OPERATING COMPANY, INC., a Delaware corporation
("Seller"), and RBM VENTURE COMPANY, a Delaware corporation, or assigns
("Purchaser").

                                    RECITALS:

         A. Seller is the owner of an office campus located in Memphis, Shelby
County, Tennessee which Seller currently uses as Seller's corporate
headquarters.

         B. Seller desires to sell the Property (as hereinafter defined) to
Purchaser, and Purchaser desires to purchase the Property from Seller, on the
terms and conditions hereinafter set forth.

                                   AGREEMENT:

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:

                                    ARTICLE 1
                                  The Contract

         For and in consideration of the mutual benefits enjoyed by one another
under this Agreement, Seller agrees to sell and convey the Property to Purchaser
and Purchaser agrees to purchase and accept conveyance of the Property pursuant
to the terms and conditions set forth in this Agreement.

                                    ARTICLE 2
                                    Property

         As used in this Agreement, the term "Property" shall mean and refer to
the following:

         (a) approximately 25.5 acres of real property located at 1023 Cherry
Road, Memphis, Tennessee 38117, together with all


                                      -2-
<PAGE>

rights and interests appurtenant thereto (collectively the "Land");

         (b) a three story office building containing approximately 59,159
usable square feet ("Building 1") located on the Land;

         (c) a two-story office building containing approximately 54,397 usable
square feet, together with all lower level parking spaces ("Building 2") located
on the Land;

         (d) a former residence converted to use as an office building located
on the Land (the "Mansion");

         (e) a pool house/cafeteria building (the "Pool House");

         (f) a facility/security building (the "Security Building");

         (g) a two story parking structure (the "Parking Structure");

         (h) surface parking spaces (the "Surface Parking");

         (i) all tangible personal property and fixtures (collectively, the
"FF&E") of any kind whatsoever attached to, or located upon and used in
connection with the ownership, maintenance, use or operation of Building 1,
Building 2, the Mansion, the Pool House, the Security Building, the Parking
Structure, and the Surface Parking (Building 1, Building 2, the Mansion, the
Pool House, the Security Building, the Parking Structure, and the Surface
Parking are sometimes referenced to collectively hereinafter as the
"Improvements") as of the date hereof (or acquired by Seller and so employed
prior to Closing, as defined below), including, but not limited to, all
furniture, fixtures, equipment, personal property; all cameras, sensors, alarms,
and other security systems; key pad and entry systems; sprinklers and fire
suppression systems; landscaping equipment; irrigation systems and equipment;
pool equipment; all heating, lighting, plumbing, drainage, electrical, air
conditioning, and other mechanical fixtures and equipment and systems; building
and energy management systems and controls; power backup and generator systems;
telephone switches and systems; satellite dishes; fiber optic networks; computer
wiring and cables; utility and other meters; all keys, locks, combinations,
codes; building systems computers and software; all elevators and related motors
and electrical equipment and systems; all hot water heaters,


                                      -3-
<PAGE>

furnaces, heating controls, motors and boiler pressure systems and equipment,
all shelving and partitions, all ventilating equipment, and all incinerating and
disposal equipment; all carpet, drapes, blinds, window treatments, chandeliers,
furniture, and other furnishings; all stoves, ovens, freezers, refrigerators,
dishwashers, disposals, kitchen equipment and utensils, tables, chairs, plates
and other dishes, glasses, silverware, serving pieces and other restaurant and
bar equipment, apparatus and utensils; including all items as described on
Exhibit A attached hereto, but excluding, however, those certain items as
described on Exhibit A-1 attached hereto. Purchaser shall have the option to
elect to purchase any of the items described on Exhibit A-1 at the price
reflected on Exhibit A-1. Seller agrees that between the date hereof and the
Closing Date (as hereinafter defined), Seller will not cause or permit FF&E
which is to be sold to Purchaser to be removed from the Improvements except for
the purpose of discarding worn and valueless items;

         (j) all supplies and other items used for the operation and maintenance
of the Property, engineers' supplies, paint and painters' supplies, and pool and
other cleaning and maintenance supplies (collectively, the "Supplies");
provided, however, that Supplies shall not be deemed to include business
supplies consumed by Seller in the ordinary course of Seller's day-to-day
business. Seller agrees that between the date hereof and the Closing Date,
Seller will not cause or permit depletion of Supplies except in the ordinary
course of business;

         (k) to the extent assignable, any and all of the following that relate
to or affect in any way, the design, construction, ownership, use, occupancy,
leasing, maintenance, service, or operation of the Land, Improvements, Supplies,
or FF&E:

                  (i) contracts or agreements, such as maintenance, supply,
         service or utility contracts, a list of which is attached hereto as
         Exhibit A-2 and which shall be reviewed during the Review Period and
         either assumed or rejected by Purchaser, but only to the extent assumed
         by Purchaser (collectively, the "Service Contracts");

                   (ii) warranties, guaranties, indemnities, and claims for the
         benefit of Seller, a list of which is attached hereto as Exhibit A-3,
         (collectively the "Warranties");


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<PAGE>

                  (iii) licenses, permits, software, franchises, utility
         reservations, certificates of occupancy, and similar documents issued
         by any federal, state, or municipal authority or by any private party,
         a list of which is attached hereto as Exhibit A-4 (collectively the
         "Licenses"), excluding, however, any business permits or licenses
         pertaining to the conduct of Seller's business on the Property;

                  (iv) all files and records related to the Property (including,
         without limitation, all maintenance and repair records, logs, tax
         assessment appeal records and files, planned development files and
         records, files and records related to neighborhood owners agreements,
         service manuals, and related correspondence) plans, drawings,
         specifications, surveys, soil reports, engineering reports,
         environmental reports, material safety data sheets and similar
         documentation, inspection reports, and other technical descriptions and
         reports to the extent in Seller's possession or control, a list of
         which is attached hereto as Exhibit A-5 (collectively, the "Plans and
         Specs");

                  (v) leases of any FF&E and other contracts permitting the use
         of any FF&E at the Property, a list of which is attached hereto as
         Exhibit A-6 and which shall be reviewed during the Review Period and
         either assumed or rejected by Purchaser, but only to the extent assumed
         by Purchaser (collectively, the "FF&E Leases"), excluding, however, any
         business leases pertaining to the conduct of Seller's business.

         (l) to the extent assignable, Seller's interest in the right to receive
immediately on and after Closing and continuously consume thereafter water
service, sanitary and storm sewer service, electrical service, gas service, and
telephone service on and for the Land and Improvements in capacities that are
adequate to operate the Improvements for the purposes for which they were
intended, free and clear of all qualifications and encumbrances other than the
obligation to pay the applicable utility company the published rate for utility
consumption after Closing, and the foregoing right shall include, but not be
limited to (i) the right to the present and future use of wastewater, drainage,
water and other utility facilities to the


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<PAGE>

extent such use benefits the Land or Improvements, (ii) all reservations of or
commitments covering any such use in the future, and (iii) all wastewater
capacity reservations relating to the Land or Improvements (all of the foregoing
are referred to in this Agreement collectively as the "Utility Reservations",
and a list of which is attached hereto as Exhibit A-7); and

         (m) all rights, titles, and interests of Seller appurtenant to the
Property (collectively, the "Appurtenances"), including, but not limited to,
(i) all easements, rights of way, rights of ingress and egress, tenements,
hereditaments, privileges, and appurtenances in any way belonging to the Land
or Improvements, (ii) any land lying in the bed of any alley, highway,
street, road or avenue, open or proposed, in front of or abutting or
adjoining the Land, (iii) any strips or gores of real estate adjacent to the
Land, (iv) all minerals, mineral rights, and air rights, and (v) the use of
all alleys, easements and rights-of-way, if any, abutting, adjacent,
contiguous to or adjoining the Land.

         The Property shall be conveyed, assigned, and transferred to Purchaser
at Closing, free and clear of all mortgages, liens, encumbrances, licenses,
franchises, concession agreements, security interests, prior assignments or
conveyances, conditions, restrictions, rights-of-way, easements, encroachments,
claims and other matters affecting title, except for those matters specifically
approved of in writing by Purchaser or otherwise permitted by the express terms
of this Agreement. At Purchaser's option and in Purchaser's sole discretion, the
FF&E Leases, collectively, or on a case by case basis, either shall be assigned
to Purchaser or Seller shall elect either (i) to retain same or (ii) pay off at
Seller's expense.

                                    ARTICLE 3
                                 Purchase Price

         3.1. PURCHASE PRICE. The total price (the "Purchase Price") for which
Seller agrees to sell and convey the Property to Purchaser, and which Purchaser
agrees to pay or deliver to Seller, subject to the terms of this Agreement and
adjustments as provided herein, shall be Fourteen Million Three Hundred
Forty-Nine Thousand Four Hundred Fifty-Three and No/100 Dollars ($14,349,453),
payable as follows:


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<PAGE>

         (a) Two Hundred Fifty Thousand Dollars ($250,000.00) ("Earnest Money
Deposit") shall be deposited into escrow with the Title Company as hereinafter
defined within two business days of the full execution of this Agreement.

         (b) at Closing (as defined in Article 11 of this Agreement), the
balance of the purchase price will be paid to Seller in cash, cashier's check or
wired funds. Purchaser shall receive a credit of $10,220.00 for the Roof Repair
as set forth on Exhibit H.

         (c) all interest accruing on Earnest Money deposited under this
Agreement shall become a part of and be added to the Earnest Money so that it
shall be subject to disbursement or application in the same manner as is the
principal of the Earnest Money. The Title Company shall deposit the Earnest
Money in an interest bearing account at a bank or savings institution reasonably
acceptable to Seller and Purchaser, and all interest accrued thereon shall be
reported under Purchaser's federal tax identification number. If the sale of the
Property is not consummated in accordance with the terms hereof, the Earnest
Money shall be returned to Purchaser, or delivered to Seller as liquidated
damages as herein provided. If the sale of the Property is consummated in
accordance with the terms hereof, the Earnest Money shall be applied to the
Purchase Price.

         3.2. ALLOCATIONS. Subject to adjustments in accordance with the terms
of this Agreement, the Purchase Price shall be allocated by Seller and Purchaser
at Closing as set forth on Exhibit B attached hereto, and neither party shall
take any position contrary to such allocation.

                                    ARTICLE 4
                                   Deliveries

         4.1. DEED. On the Closing Date, Seller shall convey, transfer, and
assign title to the Property to Purchaser. The Land, Improvements and
Appurtenances shall be conveyed to Purchaser by Seller's general warranty deed
in the form attached hereto as Exhibit C ("Seller's Deed") conveying good,
indefeasible, and insurable fee simple title to the Land and Improvements, and
except for the lease of certain of the Improvements by Purchaser pursuant to the
Lease (as hereinafter defined) free and clear of all mortgages, liens,
encumbrances, leases, licenses, franchises, concession agreements, security


                                      -7-
<PAGE>

interests, prior assignments or conveyances, conditions, restrictions, rights of
way, easements, encroachments, claims, and other matters affecting title except
only those title exceptions specifically approved of in writing by Purchaser or
otherwise permitted under the express terms of this Agreement.

         4.2. BILL OF SALE. Seller's interest in all FF&E, Supplies, Service
Contracts, Warranties, Licenses, Plans and Specs, and other personal property
shall be conveyed to Purchaser by one or more Assignment and Bill of Sale and,
to the extent, if any, that Purchaser elects to assume the obligations related
thereto, such Assignment and Assumption Agreements in the form attached hereto
as Exhibit D.

         4.3. TITLE COMMITMENT. Within 15 days after the execution of this
Agreement, Seller shall obtain and deliver to Purchaser, at Seller's sole cost
and expense, the following:

         (a) a Commitment for Title Insurance (the "Title Commitment") issued by
First American Title Insurance Company (the "Title Company"), for the most
recent form of ALTA owner's policy, covering the Land and Improvements, setting
forth the current status of the title to the Land and Improvements, showing all
liens, claims, encumbrances, easements, rights of way, encroachments,
reservations, restrictions, and any other matters affecting the Land and
Improvements, and pursuant to which the Title Company agrees to issue to
Purchaser at Closing an owner's policy of title insurance (the "Title Policy")
on the most recent form of ALTA owner's policy; and

         (b) true, complete, legible and, where applicable, recorded copy of all
documents and instruments (the "Supporting Documents") referred to or identified
in the Title Commitment, including, but not limited to, all deeds, lien
instruments, leases, plats, surveys, reservations, restrictions, and easements.

         4.4. UCC SEARCH. Within 15 days after the execution hereof, Seller
shall obtain and deliver to Purchaser, at Seller's sole cost and expense,
current written reports (the "UCC Searches") from the Office of the Secretary of
State of Tennessee and the Shelby County Tennessee Register's Office reflecting
the results of current searches of the uniform commercial code records
maintained by such offices.


                                      -8-
<PAGE>


         4.5. SURVEY. Within 10 days after the execution hereof, Seller shall
provide to Purchaser, at Seller's sole cost and expense, a current "as built"
ALTA/ACSM survey (the "Survey") of the Land and Improvements made on the ground
and certified by a professional land surveyor licensed in the State of Tennessee
(the "Surveyor"). The Survey shall contain a certification by the Surveyor in
form reasonably acceptable and addressed to Seller, Purchaser and the Title
Company, indicating that the Survey was made on the ground and accurately shows
all the matters required above. The legal description of the Land contained in
the Survey shall be used as the legal description in Seller's Deed.

         4.6. PHASE I ENVIRONMENTAL SURVEY. Within 10 days after the execution
hereof, Seller shall provide to Purchaser any environmental surveys of the
Property which Seller has in its records, a list of which is attached hereto as
Exhibit E.

                                    ARTICLE 5
                  Property Documents, Inspection and Objections

         5.1. INSPECTION OF PROPERTY. Seller shall give Purchaser and
Purchaser's agents and representatives reasonable access to the Property during
normal business hours prior to Closing. Seller shall give Purchaser and
Purchaser's agents and representatives the right to physically inspect the
Property and to conduct soil tests and other inspections (so long as such tests
and inspections do not unreasonably interfere with the use and occupancy of the
Property by Seller). The costs and expenses of Purchaser's investigation shall
be borne by Purchaser. In the event that the transaction contemplated by this
Agreement does not close for any reason, Purchaser shall have the obligation to
repair any damage to the Property caused by such investigation, which obligation
shall survive any termination of this


                                      -9-
<PAGE>

Agreement. All non-public information furnished by Seller to Purchaser in
accordance with the provisions of this Agreement or obtained by Purchaser from
third parties in the course of its investigations shall be treated as
confidential information by Purchaser, except that Purchaser may disclose such
information to prospective investors and lenders, as well as attorneys and other
parties assisting or representing Purchaser in connection with the subject
transaction. The foregoing obligation to treat such information as confidential
shall survive any termination of this Agreement but shall not survive Closing.
Purchaser covenants and agrees that the Property shall not be materially damaged
or impaired in any way as the result of Purchaser's activities on the Property,
and Purchaser hereby agrees to indemnify and hold Seller harmless from and
against any claims, causes of action, mechanics' and/or materialmen's liens,
damages, and expenses (including attorneys' fees) to the extent resulting from
the presence in, on or about the Property of Purchaser, or Purchaser's agents or
representatives, or out of any such test or inspection conducted by Purchaser on
the Property. Such indemnity shall survive the Closing or any termination of
this Agreement and not be merged therein.

         5.2. PROPERTY DOCUMENTS. Within 15 days after the execution of this
Agreement, Seller, at Seller's sole cost and expense, will deliver to Purchaser
true, correct and complete copies (or where specifically indicated, original
counterparts) of the following, together with all amendments, modifications,
renewals or extensions thereof:

                  (i) All Warranties relating to the Property or any part
         thereof which are still in effect;

                  (ii) All Licenses and all files and other information related
         to the zoning, planned development, neighborhood homeowners, and other
         rights or limitations with respect to the use of the Property;

                  (iii) Personal property tax statements and files with respect
         to the FF & E, FF & E Leases, and real estate property tax statements
         and files with respect to the Property and notices of appraised value
         for the Land and Improvements for the years 1996, 1997, and 1998;

                  (iv) To the extent in Seller's possession or control,
         engineering and architectural plans, drawings and specifications
         relating to the Property, as well as copies of any environmental
         reports, topographical, boundary or "as built" surveys, engineering
         reports and subsurface studies affecting the Property. If the Property
         is purchased by Purchaser, all such documents and information shall
         thereupon be and become the property of Purchaser without payment of
         any additional consideration therefor; provided, however, in the extent
         that the Closing does not actually


                                      -10-
<PAGE>

         occur, Purchaser shall return to Seller all such Plans and Specs;

                  (v) All Service Contracts and all FF & E Leases; and

                  (vi) To the extent in Seller's possession or control, all
         notices received from governmental authorities or from neighborhood
         homeowners in connection with the Property subsequent to January 1,
         1996.

         5.3. PROCEDURE FOR PURCHASER'S OBJECTIONS. Purchaser shall have until
the later of: i) thirty (30) days after the date of this Agreement, ii) thirty
(30) days after the approval of this Agreement by Seller's board of directors,
or iii) fifteen (15) business days following the completion of all deliveries
required by Seller to Purchaser under Articles 4 and 5 hereof (the "Review
Period") to notify Seller in writing of any objections Purchaser may have to
matters reflected in or concerning the Title Commitment, the Survey, the UCC
Searches, the Environmental Report, any documents or items delivered by Seller
to Purchaser, or the results of any other tests or inspections of the Property
made by Purchaser. If Purchaser shall so notify Seller of any objections, Seller
may elect to cure such objections within ten (10) business days from the date on
which Seller receives Purchaser's objections (the "Cure Period") and shall
provide written notice within such Cure Period of the nature and extent of
Seller's cure of such objections. If Purchaser, in Purchaser's sole discretion,
is not satisfied with the results of any cure efforts by Seller, or with any
other matter relating to the Property for any reason whatsoever, Purchaser may
terminate this Agreement by giving written notice of termination to Seller at
any time within ten (10) business days after the end of the Cure Period. If
Purchaser terminates this Agreement pursuant to this Section, Seller shall be
entitled to retain and, to the extent it has not already done so, Purchaser
shall deliver to Seller all reports and studies relating to the Property
resulting from the inspection of the Property (or the portions thereof which are
specific to the Property) and all documents delivered to Purchaser pursuant to
Section 5.2 hereof. The Earnest Money shall be returned to Purchaser within five
(5) business days after any such termination and neither party shall have any
further rights or obligations one to the other, except for the indemnity set
forth in Section 5.1. If Purchaser does not terminate this Agreement prior to
the expiration of the Review


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<PAGE>

Period (or, if applicable, within ten (10) business days of the expiration of
the Cure Period) as provided herein, Purchaser shall be deemed to have waived
the right to terminate this Agreement under this Section and shall be deemed to
have accepted and approved the condition of the Property, subject to the
remaining terms of this Agreement.

                                    ARTICLE 6
                              Permitted Exceptions

         6.1. PERMITTED EXCEPTIONS. Notwithstanding any other provision herein
set forth, Purchaser shall not be entitled to make any objection or terminate
this Agreement on the basis of any lien, encumbrance or security interest
created by Purchaser at Closing in connection with Purchaser's acquisition of
the Property. Any title exceptions to which the Purchaser does not object in
accordance with Section 5.3 and any title exceptions to which Purchaser objects
that are not cured and which Purchaser is deemed to have accepted and approved
in accordance with Section 5.3 shall be hereinafter referred to as the
"Permitted Exceptions." The Permitted Exceptions shall be described in an
exhibit to Seller's Deed referred to in Section 4.1.

                                    ARTICLE 7
                            (Intentionally Deleted.)

                                    ARTICLE 8
                              Operation of Property

         8.1. INTERIM OPERATION. Seller hereby covenants and agrees that between
the date of this Agreement and the Closing Date Seller shall:

         (a) operate and maintain the Property consistent with Seller's prior
practice;

         (b) not commit waste of any portion of the Property;

         (c) keep and maintain the Property in a good state of repair and
condition, reasonable and ordinary wear and tear excepted;

         (d) keep, observe, and perform all its obligations under the Service
Contracts, and all other applicable contractual arrangements relating to the
Property;


                                      -12-
<PAGE>

         (e) timely make all repairs, maintenance, and replacements to keep the
Property and all FF&E in good operating condition;

         (f) keep Supplies adequately stocked, consistent with good business
practice, as if the sale of the Property hereunder were not to occur;

         (g) advise Purchaser promptly of any litigation, arbitration, or
administrative hearing before any court or governmental agency concerning or
affecting the Property which is instituted or threatened after the date of this
Agreement or if any representation or warranty contained in this Agreement shall
become false;

         (h) not take, or omit to take, any action that would have the effect of
violating any of the representations, warranties, covenants or agreements of
Seller contained in this Agreement;

         (i) comply with all federal, state, and municipal laws, ordinances,
regulations, zoning, planned development, neighborhood owners agreements, and
judicial or administrative orders relating to the Property, including, without
limitation, Seller's covenant to use the Property for executive office space use
until December 31, 1999;

         (j) not sell or assign, or enter into any agreement to sell or assign,
or create or permit to exist any lien or encumbrance (other than a Permitted
Exception) on, the Property or any portion thereof;

         (k) not allow any permit, receipt, license, or right currently in
existence with respect to the operation, use, occupancy or maintenance of the
Property to expire, be canceled or otherwise terminated; and

         (l) pay or cause to be paid all taxes, assessments and other
impositions levied or assessed on the Property or any part thereof prior to the
date on which the payment thereof is due.

         8.2. MECHANICS' AND MATERIALMEN'S LIENS. Seller hereby represents,
warrants, and covenants that all work done prior to the Closing Date has been or
will be performed and fully paid for by Seller prior to the Closing Date, and
all mechanics' and


                                      -13-
<PAGE>

materialmen's liens arising from any labor or material furnished prior to the
Closing Date will be discharged or bonded so as to be omitted from the Title
Policy.

         8.3. NOTICES OF VIOLATION. Seller hereby covenants and agrees that all
notices of violation of federal, state or municipal laws, ordinances, orders,
regulations or requirements ("Notices of Violation") issued by, or filed by, or
served by, the neighborhood owners or any governmental agency having
jurisdiction over the Property against or affecting the Property on or before
the Closing Date of which Seller has actual knowledge shall be promptly
disclosed to Purchaser and fully cured by Seller. At Purchaser's option, the
existence of any such uncured Notices of Violation shall give Purchaser the
right to elect to terminate this Agreement.

         8.4. THIRD PARTY CONSENTS. Prior to the Closing Date, Seller shall, at
Seller's expense, use Seller's best efforts and cooperate with Purchaser to
obtain planned development or zoning amendments, amendments to agreements with
neighborhood owners, and all third party consents and approvals, if any,
required in order for Purchaser to purchase the Property, to lease a portion of
the Property to Seller in accordance with the terms of the Lease, and to use the
Property for general office use. At Purchaser's option, failure of Seller to
obtain such planned development or zoning amendments, amendments to agreements
with neighborhood owners, and other third party consents shall give Purchaser
the right to elect to terminate this Agreement.

                                    ARTICLE 9
                          Representations and Covenants

         9.1. REPRESENTATIONS BY PURCHASER. Purchaser hereby represents and
warrants unto Seller that each and every one of the following statements is
true, correct and complete in every material respect as of the date of this
Agreement and will be true, correct and complete as of the Closing Date:

         (a) Purchaser is duly organized, validly existing and in good standing
under the laws of the State of Delaware and has full right, power and authority
to enter into this Agreement and to assume and perform all of its obligations
under this


                                      -14-
<PAGE>

Agreement; and, the execution and delivery of this Agreement and the performance
by Purchaser of its obligations under this Agreement require no further action
or approval of Purchaser's shareholders, directors, members, managers or
partners (as the case may be) or of any other individuals or entities in order
to constitute this Agreement as a binding and enforceable obligation of
Purchaser.

         (b) Purchaser is not a foreign entity, foreign corporation, foreign
partnership, foreign trust or foreign estate (as those terms are defined in the
Internal Revenue Code and Income tax regulations).

         (c) neither the entry into nor the performance of, or compliance with,
this Agreement by Purchaser has resulted, or will result, in any violation of,
or default under, or result in the acceleration of, any obligation under any
existing corporate charter, certificate of incorporation, bylaw, articles of
organization, limited liability company agreement or regulations, partnership
agreement, mortgage indenture, lien agreement, note, contract, permit, judgment,
decree, order, restrictive covenant, statute, rule or regulation applicable to
Purchaser.

         9.2. REPRESENTATIONS BY SELLER. Seller hereby represents and warrants
unto Purchaser that each and every one of the following statements is true,
correct and complete in every material respect as of the date of this Agreement
and will be true, correct and complete as of the Closing Date:

         (a) Seller is duly organized, validly existing and in good standing
under the laws of the State of Delaware, and is qualified to transact business
in the State of Tennessee, and has full right, power and authority to enter into
this Agreement.

         (b) Seller is not a foreign entity, foreign corporation, foreign
partnership, foreign trust or foreign estate (as those terms are defined in the
Internal Revenue Code and Income tax regulations).

         (c) neither the entry into nor the performance of, or compliance with,
this Agreement or the Lease, as hereinafter defined in Section 11.2 (g), by
Seller has resulted, or will result, in any violation of, or default under, or
result in the acceleration of, any obligation under any existing corporate
charter, certificate of incorporation, bylaw, articles of organization, limited
liability company agreement or regulations,


                                      -15-
<PAGE>

partnership agreement, mortgage indenture, lien agreement, note, contract,
permit, judgment, decree, order, restrictive covenant, zoning or planned
development plan conditions for Harrah's Entertainment, Inc. Corporate
Headquarters P.D. 93-322, statute, rule or regulation applicable to Seller or to
the Property.

         (d) there are no leases, management agreements, leasing agent's
agreements, equipment leases, building service agreements, maintenance
contracts, suppliers contracts, warranty contracts, operating agreements, or
other agreements (i) to which Seller is a party or an assignee, or (ii) binding
upon the Property, relating to the ownership, occupancy, operation or
maintenance of the Land, Improvements, FF&E or Supplies, except for those
Service Contracts, Warranties and FF&E Leases to be delivered to Purchaser and
described in the respective Exhibits A-2, A-3, and A-6, and except for Seller's
agreement with CB Richard Ellis for the payment of a commission upon the
consummation of the sale of the Property, and Purchaser's agreement with CB
Richard Ellis for the payment of a commission upon the commencement of rents as
provided in the Lease of the Property by Purchaser to Seller.

         (e) Seller has received no notice, and has no knowledge, that it lacks
any permit, license, certificates or authority necessary for the present use and
occupancy of the Improvements.

         (f) the present level of insurance, a schedule of which is provided in
Exhibit F, with respect to the Property will be maintained in full force and
effect until the Closing Date.

         (g) no party has any right or option to acquire the Property or any
portion thereof, other than Purchaser.

         (h)  there are no:

                  (i) pending arbitration proceedings or unsatisfied arbitration
         awards, or judicial proceedings or orders respecting awards, which
         might become a lien on the Property;

                  (ii) pending unfair labor practice charges or complaints,
         unsatisfied unfair labor practice orders or judicial proceedings or
         orders with respect thereto, which might become a lien on the Property;


                                      -16-
<PAGE>

                  (iii) pending charges or complaints with or by city, state or
         federal civil or human rights agencies, unremedied orders by such
         agencies or judicial proceedings or orders with respect to obligations
         under city, state or federal civil or human rights or
         antidiscrimination laws or executive orders, which might become a lien
         of the Property; or

                  (iv) other pending, or threatened or actual litigation claims,
         charges, complaints, petitions or unsatisfied orders by or before any
         administrative agency or court which affects the Property or might
         become a lien on the Property (collectively, the "Pending Claims").

         (i) Seller has received no Notice of Violations.

         (j) to the best of Seller's knowledge, information and belief, Seller
and the Property are, and upon commencement of the Lease will be, in compliance
in all material respects with all terms and conditions of all notices, permits,
licenses, registrations, zoning or planned development plan conditions for
Harrah's Entertainment, Inc. Corporate Headquarters P.D. 93-322, neighborhood
owners agreements, certificates of occupancy, applications, consents, variances,
notices of intent, and/or other authorizations which are required for the use or
operation of the Property, and with all limitations, requirements, restrictions,
conditions, standards, prohibitions, schedules and timetables contained in all
applicable laws, rules, regulations, ordinances or orders promulgated by any
federal, state or local executive, legislative, judicial, regulatory or
administrative agency, board or authority, or any applicable judicial or
administrative decision in connection therewith, that relate to the Property,
including without limitation the Americans With Disabilities Act of 1990 and
regulations or orders promulgated thereunder, and all such laws, rules and
regulations that relate to the environment or the pollution, preservation,
protection, clean-up or remediation thereof, or the treatment, storage, disposal
or other management of "hazardous substances," as such term is currently defined
in the Comprehensive Environmental Response, Compensation Liability Act of 1980,
with respect to the Property.


                                      -17-
<PAGE>

         (k) there is no condemnation proceeding pending or, to Seller'
knowledge, threatened with regard to all or part of the Property.

         (l) to the best of Seller's knowledge, information, and belief, there
is no material defect in the condition of the Property, or any portion thereof,
which has not been corrected or which will materially impair the operation of
the Property and the Property will be in materially good operating condition on
the Closing Date.

         9.3. SUBSEQUENT DEVELOPMENTS. After the date of this Agreement and
until the Closing Date, Seller shall keep Purchaser fully informed of all
subsequent developments ("Subsequent Developments") which would cause any of
Seller's representations contained in this Agreement to be no longer accurate in
any material respect. In the event any of Seller's representations contained in
this Agreement are, as of the Closing Date, no longer accurate in any material
respect, Purchaser shall have the right to elect to terminate this Agreement.

         9.4. NEW CONTRACTS. Prior to Closing, Seller shall not amend, modify,
renew or extend any of the FF&E Leases or Service Contracts or enter into any
new contractual relationships with any party to provide services or goods to the
Property other than in the ordinary course of business and other than those
which Purchaser elects to be terminated.

         9.5. SELLER'S INDEMNITY. Seller agrees to indemnify and hold Purchaser
harmless of and from all liabilities, losses, damages, costs, expenses
(including reasonable attorneys' fees) which the Purchaser may suffer or incur
by reason of any act or cause of action occurring or accruing prior to the
Closing Date and arising from any breach of Seller's representations and
warranties or from the ownership or operation of the Property prior to the
Closing Date, including but not limited to any claims by employees of Seller or
third parties under insurance carried by Seller.

         9.6. PURCHASER'S INDEMNITY. Purchaser agrees to indemnify and hold
Seller harmless of and from all liabilities, losses, damages, costs, expenses
(including reasonably attorneys' fees) which the Seller may suffer or incur by
reason of any act or cause of action occurring or accruing on or after the
Closing


                                      -18-
<PAGE>

Date and arising from the ownership or operation of the Property subsequent to
the Closing Date, including but not limited to any claims by employees of
Purchaser or third parties under insurance carried by Purchaser; provided,
however, that the Lease shall govern certain post-closing matters with respect
to the portions of the Property described in the Lease and provided further,
however, Purchaser shall not be required to indemnify Seller with respect to
activities conducted by Seller in connection with Seller's lease of certain of
the Improvements pursuant to the Lease (as hereinafter defined).

                                   ARTICLE 10
                       Conditions Precedent to the Closing

         In addition to any other conditions set forth in this Agreement, the
obligations of the parties to consummate the Closing are subject to the timely
satisfaction of each and every one of the conditions and requirements set forth
in this Article 10, all of which shall be conditions precedent to the parties'
respective obligations under this Agreement.

         10.1. SELLER'S OBLIGATIONS. Seller shall have performed all obligations
of Seller hereunder which are to be performed prior to Closing.

         10.2. PURCHASER"S REPRESENTATIONS AND WARRANTIES. Purchaser's
representations and warranties set forth in Section 9.1 shall be true and
correct in all material respects as if made again on the Closing Date.

         10.3. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller's representations
and warranties set forth in Section 9.2 shall be true and correct in all
material respects as if made again on the Closing Date.

         10.4. BOARD APPROVAL. Seller's board of directors shall have approved
this Agreement and the sale of the Property and shall have approved the Lease at
a duly called meeting of such board of directors on or before July 30, 1999.

         10.5 LEASE. The Lease shall have been executed by both Seller and
Purchaser.


                                      -19-
<PAGE>

         10.6 ZONING AND USE AMENDMENTS. Seller shall have obtained final
approved amendments of the planned development or zoning provisions, amendments
to agreements with neighborhood owners, and all third party consents and
approvals, if any, required in order for Purchaser to purchase the Property, to
lease a portion of the Property to Seller in accordance with the terms of the
Lease, and to use the Property for general office use.

                                   ARTICLE 11
                          Closing and Closing Documents

         11.1. CLOSING. The consummation and closing (the "Closing") of the
transaction contemplated under this Agreement shall take place at the offices of
Seller's attorneys, Burch, Porter & Johnson, PLLC, 50 N. Front Street, Suite
800, Memphis, Tennessee, or such other place as is mutually agreeable to the
parties not later than sixty (60) days after the date of this Agreement, (the
"Closing Date"), or on such other date as may be mutually agreed to by the
parties. The Closing Date shall be extended by such period, but in no event to a
date subsequent to December 31, 1999, as may be necessary to obtain approval of
the amendments to the planned development and neighborhood owners agreements as
provided in Section 8.4.

         11.2. SELLER'S DELIVERIES. At the Closing and at Seller's sole cost and
expense, Seller shall deliver the following to Purchaser in addition to all
other items required to be delivered to Purchaser by Seller:

          (a) SELLER'S DEED. Seller's Deed duly executed and acknowledged by
Seller, granting and conveying to Purchaser good and indefeasible title in fee
simple to the Land and Improvements, free and clear of all liens, encumbrances,
covenants, conditions, restrictions, rights-of-way, easements, and other matters
affecting the title to the same that are not included within the term Permitted
Exceptions and all of Seller's right, title and interest in the Appurtenances;

         (b) ASSIGNMENT AND BILL OF SALE. An Assignment and Bill of Sale
covering FF&E duly executed and acknowledged by Seller, and an Assignment and
Bill of Sale covering all personal property located at the Property other than
FF&E duly executed and acknowledged by Seller;


                                      -20-
<PAGE>

         (c) ASSIGNMENT AND ASSUMPTION AGREEMENT (SERVICE CONTRACTS). An
Assignment and Assumption Agreement (Service Contracts) covering service
contracts for the Property;

         (d) FIRPTA AFFIDAVIT. An affidavit from Seller in form and substance
acceptable to Purchaser, as required by Section 1445 of the Internal Revenue
Code, specifying (i) that Seller is not a foreign entity, foreign corporation,
foreign partnership, foreign trust or foreign estate (as those terms are defined
in the Internal Revenue Code and Income tax regulations), (ii) Seller's taxpayer
identification number or U.S. employer identification number, (iii) Seller's
office address, and (iv) such other matters as Purchaser may reasonably require
in order to satisfy itself that no withholding is required under Section 1445 of
the Internal Revenue Code including an indemnity against any claim for taxes
which should have been withheld;

         (e) AUTHORITY DOCUMENTS. Evidence satisfactory to Purchaser and the
Title Company that the person or persons executing the closing documents on
behalf of Seller have full right, power and authority to do so;

         (f) TITLE POLICY. The Title Policy insuring good and indefeasible fee
simple title to the Land and Improvements, subject only to the Permitted
Exceptions, in the amount of the Purchase Price;

         (g) LEASE. A lease of Building 1, Building 2, the Parking Structure,
and certain portions of the surface parking substantially in the form attached
hereto as Exhibit G together with such revisions as may be mutually satisfactory
to Seller and Purchaser, duly executed by Seller (the "Lease");

         (h) PLANS AND LICENSES. To the extent not previously delivered to and
in the possession of Purchaser, all Plans and Specs and all Licenses; and

         (i) MISCELLANEOUS. Such other instruments as are customarily executed
by a seller in Shelby County, Tennessee to effectuate the conveyance of property
similar to the Property, with the effect that, after the Closing, Purchaser will
have succeeded to all of the rights, titles, and interests of Seller related to
the Property and Seller will no longer have any


                                      -21-
<PAGE>

rights, titles, or interests in and to the Property other than those rights
afforded to Seller pursuant to the terms of the Lease. Such instruments shall
include, if appropriate, any documents required to effectively transfer the
Utility Reservations by Seller to Purchaser.

         On the Closing Date, Seller shall deliver to Purchaser possession of
the Property free and clear of all tenancies of every kind and parties in
possession, except for Seller's occupancy under the Lease, and with all parts of
the Property (including, without limitation, the Improvements and FF&E) in
substantially the same condition as the same were on the date of this Agreement,
normal wear and tear excepted.

         11.3. PURCHASER'S DELIVERIES. At the Closing and at Purchaser's sole
cost and expense, Purchaser shall deliver the following to Seller:

         (a) PURCHASE PRICE. The Purchase Price pursuant to Section 3.1 above,
plus or minus the adjustments to be made at the Closing in accordance with the
terms of this Agreement;

         (b) ASSIGNMENT AND ASSUMPTION AGREEMENT (SERVICE CONTRACTS). An
Assignment and Assumption Agreement (Service Contracts) covering service
contracts for the Property;

         (c) AUTHORITY DOCUMENTS. Evidence satisfactory to Seller and the Title
Company that the person or persons executing the closing documents on behalf of
Purchaser have full right, power and authority to do so;

         (d) LEASE. The Lease duly executed by Purchaser; and

         (e) MISCELLANEOUS. Such other instruments as are customarily executed
by a purchaser in Shelby County, Tennessee to effectuate the purchase of
property similar to the Property.

         11.4. PRORATIONS. At Closing, the following items of expense shall be
prorated, adjusted, and appropriated as of 12:01 a.m. on the Closing Date:

         (a) PROPERTY TAXES. Real estate taxes, personal property or use taxes
and sewer rents, on the basis of the best available estimates for such taxes and
rents that will be due and payable


                                      -22-
<PAGE>

on the Property for the calendar year in which the Closing occurs, and Seller
shall pay to Purchaser in cash at the Closing or credit against the Purchase
Price, Seller's pro rata portion of such taxes. In the event that taxes for the
year in which the Closing occurs are more or less than such estimated amount,
Seller or Purchaser shall promptly pay the amount necessary to adjust for the
correct proration as soon as the actual tax amount becomes available;

         (b) OPERATING COSTS. All costs and expenses (including, without
limitation, all utilities) of operating the Property, and amounts paid or
payable under the Service Contracts; and

         (c) SUPPLIES. At Closing, Purchaser shall purchase from Seller all of
the usable Supplies at the Property. The cost of such goods shall be equal to
the lower of i) fair market value, or ii) Seller's actual cost thereof.

         11.5. DOCUMENT PREPARATION, CLOSING COSTS AND TRANSFER COSTS. Purchaser
shall pay all transfer and recording fees and taxes, the cost of the Title
Policy (including any extra hazard coverages desired by Purchaser), and the cost
of preparing or obtaining documents to be delivered by Purchaser to Seller
pursuant to this Agreement. Seller shall pay for the abstract or title search,
UCC Searches, the cost of the Survey, transfer, assumption and/or assignment
fees and charges imposed by any party having an interest in the Property, and
the cost of preparing or obtaining documents to be delivered by Seller to
Purchaser pursuant to this Agreement. Seller and Purchaser each shall pay
one-half of the Title Company's escrow fee, and each shall pay its own
attorney's fees.

         11.6. RECONCILIATION AND FINAL PAYMENT. Seller and Purchaser shall
reasonably cooperate after Closing to make a final determination of the
prorations required hereunder. Upon the final reconciliation of the prorations
under this Section and Section 11.4, the party which owes the other party any
sums hereunder shall pay such party such sums within ten (10) days after the
reconciliation of such sums. The obligations to calculate such prorations, make
such reconciliations and pay any such sums shall survive the Closing.


                                      -23-
<PAGE>

                                   ARTICLE 12
                            Casualty and Condemnation

         12.1. RISK OF LOSS; NOTICE. Prior to Closing and the delivery of
possession of the Property to Purchaser in accordance with this Agreement, all
risk of loss to the Property (whether by casualty, condemnation or otherwise)
shall be borne by Seller. In the event that (a) any loss or damage to the
Property shall occur prior to the Closing Date as a result of fire or other
casualty, or (b) Seller receives notice that a governmental authority has
initiated or threatened to initiate a condemnation proceeding affecting the
Property, Seller shall give Purchaser immediate written notice of such loss,
damage or condemnation proceeding.

         12.2. PURCHASER'S TERMINATION RIGHT. If, prior to Closing and the
delivery of possession of the Property to Purchaser in accordance with this
Agreement, (a) any condemnation proceeding shall be pending against a
substantial portion of the Property or (b) there is any substantial loss or
damage to the Property, Purchaser shall have the option to terminate this
Agreement provided it delivers written notice to Seller of its election so to
terminate this Agreement within thirty (30) days after the date Seller has
delivered Purchaser written notice of any such loss, damage or condemnation, and
in such event all Earnest Money shall be delivered to Purchaser and thereafter
no party shall have any further obligation or liability to the other under this
Agreement. "Substantial" condemnation or loss shall mean a condemnation or loss
in excess of $100,000 in value.

         12.3. PROCEDURE FOR CLOSING. If, after a substantial loss or damage or
substantial condemnation, Purchaser shall not timely elect to terminate this
Agreement, or if the loss or condemnation is not substantial, Seller agrees to
pay to Purchaser at the Closing all insurance proceeds or condemnation awards
which Seller has received as a result of the same plus an amount equal to the
insurance deductible, if any, and assign to Purchaser all insurance proceeds and
condemnation awards payable as a result of the same in which event the Closing
shall occur without Seller replacing or repairing such damage.

         12.4. SELLER'S OPTION TO REPAIR OR RESTORE THE PROPERTY.
Notwithstanding the foregoing provisions of this Article 12, if


                                      -24-
<PAGE>

the condemnation, loss, or damage to the Property is capable of being repaired
or restored within a period of not more than thirty (30) days, Seller may elect
to make such repairs or restoration at Seller's sole cost, in which event
Purchaser shall not have the right to terminate the Agreement as provided in
this Article 12.

                                   ARTICLE 13
                              Default and Remedies

         13.1. PURCHASER'S DEFAULT. If, at or prior to Closing, (i) Purchaser
refuses or fails to consummate the purchase of the Property pursuant to this
Agreement for any reason other than termination hereof pursuant to a right
granted to Purchaser hereunder to do so or a default by Seller, or (ii) any
representation or warranty made by or on behalf of Purchaser herein shall have
been materially incorrect when made or shall become incorrect in any material
respect, or (iii) Purchaser shall otherwise fail in any material respect to
perform any of its material obligations as and when required hereunder, then
Seller shall give Purchaser and the Title Company written notice specifying the
nature of the default, and Purchaser shall have fifteen (15) days from receipt
of Seller's notice within which to cure the specified default; provided,
however, if at the end of said fifteen (15) day period Purchaser is diligently
pursuing the cure of the default but the default has not been cured, Purchaser
shall have an additional period not to exceed fifteen (15) days within which to
complete the cure of the default. If at the end of the initial fifteen (15) or,
if applicable, additional fifteen (15) day period, the default is not still
cured, the Seller, as its sole and exclusive remedy, shall have the right to
terminate this Agreement by giving Purchaser and the Title Company written
notice thereof, in which event neither party shall have any further rights,
duties or obligations hereunder (except to the extent this Agreement
specifically provides for the survival of certain obligations of Purchaser) and
Seller shall be entitled to receive, as liquidated damages (Seller and Purchaser
hereby acknowledging that the amount of damages resulting from breach of this
Agreement by Purchaser would be difficult or impossible to accurately
ascertain), the Earnest Money, and the Title Company shall immediately deliver
to Seller the Earnest Money. Notwithstanding the foregoing, in the event of any
default by Purchaser under this Agreement due to a material breach after Closing
or any termination hereof of any covenant or indemnity


                                      -25-
<PAGE>

which survives the Closing or any termination hereof, or if Seller shall
discover after Closing that any warranty or representation made by Purchaser
herein or in connection with the transaction contemplated herein was materially
incorrect or breached when made, Seller shall have any and all rights and
remedies available at law or in equity by reason of such default. If Purchaser
terminates this Agreement pursuant to a right granted to Purchaser hereunder to
do so, then neither party shall have any further rights, duties or obligations
hereunder (except to the extent this Agreement specifically provides for the
survival of certain obligations of Purchaser), and the Earnest Money together
with all interest earned thereon shall be returned to Purchaser.

         13.2. SELLER'S DEFAULT. If Seller (i) refuses or fails to consummate
the transaction contemplated by this Agreement, or (ii) otherwise wrongfully
fails to perform any of its obligations or agreements hereunder, either prior to
or at Closing, for any reason other than termination hereof pursuant to a right
granted to Seller hereunder to do so, then Purchaser shall give Seller and the
Title Company written notice specifying the nature of the default, and Seller
shall have fifteen (15) days from receipt of Purchaser's notice within which to
cure the specified default; provided, however, if at the end of said fifteen
(15) day period Seller is diligently pursuing the cure of the default but the
default has not been cured, Seller shall have an additional period not to exceed
fifteen (15) days within which to complete the cure of the default. If at the
end of the initial fifteen (15) or, if applicable, additional fifteen (15) day
period, the default is still not cured, the Purchaser, as its sole remedy, shall
have the right to do any one or more of the following:

         (a) terminate this Agreement by written notice given to Seller and the
Title Company within fifteen (15) days of the expiration of the initial fifteen
(15) or additional fifteen (15) day cure period (whichever is applicable), in
which event (i) the Earnest Money shall be returned to Purchaser by the Title
Company promptly upon receipt of such notice, and (ii) Seller shall pay to
Purchaser, within ten (10) days following written demand from Purchaser, the
amount of reasonable out-of-pocket expenses incurred by Purchaser in connection
with its inspection and investigation of the Property and the preparation,
negotiation and execution of this Agreement; or


                                      -26-
<PAGE>

         (b) seek specific performance of this Agreement.


Notwithstanding the foregoing, in the event of any default by Seller under this
Agreement due to a material breach after Closing or any termination hereof of
any covenant or indemnity which survives the Closing or any termination hereof,
or if Purchaser shall discover after Closing that any warranty or representation
made by Seller herein or in connection with the transaction contemplated herein
was materially incorrect or breached when made, Purchaser shall have any and all
rights and remedies available at law or in equity by reason of such default.
Neither Purchaser's nor Seller's attendance or appearance at Closing shall be
deemed to nullify or void the provisions of this Section.

                                   ARTICLE 14
                                     Brokers

         14.1. IDENTITY OF BROKERS. The parties hereto represent to each other
that other than CB Richard Ellis Memphis, LLC ("CB Richard Ellis") they dealt
with no finder, broker or consultant in connection with this Agreement, the
Lease, or the transactions contemplated hereby.

         14.2. INDEMNIFICATION BY SELLER. Seller shall be responsible for paying
any fee due to CB Richard Ellis on account of the sale of the Property. Seller
agrees to, and hereby does, indemnify and save harmless Purchaser and its
affiliates and their respective successors and assigns against and from any
loss, liability or expense, including reasonable attorneys' fees, arising out of
any claim or claims for commissions or other compensation for bringing about
this Agreement or the transactions contemplated hereby made by any broker,
finder, consultant or like agent if such claim or claims made by any such
broker, finder, consultant or like agent are based in whole or in part on any
agreements entered into with Seller or its representatives for a commission or
other compensation.

         14.3. INDEMNIFICATION BY PURCHASER. Purchaser shall be responsible for
paying any fee due to CB Richard Ellis on account of the Lease. Purchaser agrees
to, and hereby does, indemnify and save harmless Seller and its affiliates and
their respective successors and assigns against and from any loss, liability or



                                      -27-
<PAGE>

expense, including reasonable attorneys' fees, arising out of any claim or
claims for commissions or other compensation for bringing about this Agreement
or the transactions contemplated hereby (including any fees payable to CB
Richard Ellis in accordance with the terms of Purchaser's separate written
agreement with CB Richard Ellis to pay a commission on account of the Lease, but
excluding any claim by CB Richard Ellis on account of the sale of the Property)
made by any broker, finder, consultant or like agent if such claim or claims
made by any such broker, finder, consultant or like agent are based on any
agreements entered into with Purchaser or its representatives for a commission
or other compensation.

                                   ARTICLE 15
                                  Miscellaneous

         15.1. NOTICES. Any notice provided for by this Agreement and any other
notice, demand or communication which any party may wish to send to another
shall be in writing and either delivered in person (including by confirmed
facsimile transmission) or sent by registered or certified mail or overnight
courier, return receipt requested, in a sealed envelope, postage prepaid, and
addressed to the party for which such notice, demand or communication is
intended at such party's address as set forth in this Section. Seller's address
for all purposes under this Agreement shall be the following:

                  Harrah's Operating Company, Inc.
                  1023 Cherry Road
                  Memphis, TN  38117
                  Attention: Corporate Secretary
                  Fax No. 901/762-8735

         with a copy to:

                  William A. Carson, II, Esq.
                  Burch, Porter & Johnson, PLLC
                  50 N. Front St., Suite 800
                  Memphis, TN  38103
                  Fax No. 901/ 524-5026

Purchaser's address for all purposes under this Agreement shall be the
following:



                                      -28-
<PAGE>

                  Mr. Brad Martin
                  RBM Venture Company
                  5810 Shelby Oaks Drive
                  Memphis, TN 38134
                  Fax No. 901/ 386-4594

         with a copy to:

                  Boyd L. Rhodes, Jr., Esq.
                  Baker, Donelson, Bearman & Caldwell
                  165 Madison Avenue
                  Memphis, Tennessee 38103
                  Fax No. 901/577-2303

Any address or name specified above may be changed by a notice given by the
addressee to the other party. Any notice, demand or other communication shall be
deemed given and effective as of the date of delivery in person or receipt set
forth on the return receipt. The inability to deliver because of changed address
of which no notice was given, or rejection or other refusal to accept any
notice, demand or other communication, shall be deemed to be receipt of the
notice, demand or other communication as of the date of such attempt to deliver
or rejection or refusal to accept.

         15.2. ENTIRE AGREEMENT; MODIFICATIONS AND WAIVERS; CUMULATIVE REMEDIES.
This Agreement supersedes any existing term sheet between the parties,
constitutes the entire agreement between the parties hereto and may not be
modified or amended except by instrument in writing signed by the parties
hereto, and no provisions or conditions may be waived other than by a writing
signed by the party waiving such provisions or conditions. No delay or omission
in the exercise of any right or remedy accruing to Seller or Purchaser upon any
breach under this Agreement shall impair such right or remedy or be construed as
a waiver of any such breach theretofore or thereafter occurring. The waiver by
Seller or Purchaser of any breach of any term, covenant or condition herein
stated shall not be deemed to be a waiver of any other breach, or of a
subsequent breach of the same or any other term, covenant or condition herein
contained. All rights, powers, options or remedies afforded to Seller or
Purchaser either hereunder or by law shall be cumulative and not alternative,
and the exercise of one right, power, option or


                                      -29-
<PAGE>

remedy shall not bar other rights, powers, options or remedies allowed herein or
by law, unless expressly provided to the contrary herein.

         15.3. EXHIBITS. All exhibits referred to in this Agreement and attached
hereto are hereby incorporated in this Agreement by reference.

         15.4. SUCCESSORS AND ASSIGNS. Purchaser may assign its rights under
this Agreement to an affiliated entity for the purpose of purchasing the
Property. This Agreement shall be binding upon, and inure to the benefit of,
Seller and Purchaser and their respective legal representatives, successors, and
permitted assigns. Whenever a reference is made in this Agreement to Purchaser,
it shall include Purchaser's successors and permitted assigns under this
Agreement.

         15.5. ARTICLE HEADINGS. Article headings and article and section
numbers are inserted herein only as a matter of convenience and in no way
define, limit or prescribe the scope or intent of this Agreement or any part
thereof and shall not be considered in interpreting or construing this
Agreement.

         15.6. GOVERNING LAW. This Agreement shall be construed and interpreted
in accordance with the laws of the State of Tennessee without regard to the
principles of conflicts of laws.

         15.7. TIME PERIODS. If the final day of any time period or limitation
set out in any provision of this Agreement falls on a Saturday, Sunday or legal
holiday under the laws of the State of Tennessee, or the federal government,
then and in such event the time of such period shall be extended to the next day
which is not a Saturday, Sunday or legal holiday.

         15.8. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by either party hereto on a separate counterpart, each of which
when so executed and delivered shall be deemed an original and all of which
taken together shall constitute but one and the same instrument.

         15.9. SURVIVAL. All covenants and agreements contained in the Agreement
which contemplate performance after the Closing Date shall survive the Closing.
All representations, warranties and indemnities contained in this Agreement
which are not by


                                      -30-
<PAGE>

their nature intended to survive Closing shall be merged into Seller's Deed.

         15.10. FURTHER ACTS. In addition to the acts, deeds, instruments and
agreements recited herein and contemplated to be performed, executed and
delivered by Purchaser and Seller, Purchaser and Seller shall perform, execute
and deliver or cause to be performed, executed and delivered at the Closing or
after the Closing, any and all further acts, deeds, instruments and agreements
and provide such further assurances as the other party or the Title Company may
reasonably require to consummate the transaction contemplated hereunder.

         15.11. SEVERABILITY. In case any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.

         15.12. ATTORNEYS' FEES. Should either party employ an attorney or
attorneys to enforce any of the provisions hereof or to protect its interest in
any manner arising under this Agreement, or to recover damages for breach of
this Agreement, the nonprevailing party in any action pursued in a court of
competent jurisdiction (the finality of which is not legally contested) agrees
to pay to the prevailing party all reasonable costs, damages, and expenses,
including attorneys' fees, expended or incurred in connection therewith.

         15.13. 1031 EXCHANGE TRANSACTION. Seller may elect to treat the
proceeds for the purchase of the Property as a Section 1031 exchange for tax
purposes. If Seller so elects, Purchaser agrees to cooperate with Seller in
effecting such Section 1031 exchange.

         Likewise, Purchaser may elect to treat this transaction for the
purchase of the Property as a Section 1031 exchange for tax purposes. If
Purchaser so elects, Seller agrees to cooperate with Purchaser in effecting such
Section 1031 exchange.

         15.14. JOINT PREPARATION. Seller and Purchaser acknowledge that they
and their legal counsel have participated


                                      -31-
<PAGE>

in the negotiation and preparation of this Agreement. Therefore, this Agreement
and the other documents required or contemplated hereunder shall be construed
without regard to any presumption or other rule requiring construction against
the party causing the Agreement to be drafted.

         15.15. FUTURE DEVELOPMENT OF THE PROPERTY. Seller acknowledges that
Purchaser has informed Seller that Purchaser may at some future date decide to
develop additional portions of the Property. Seller agrees to cooperate with
Purchaser's attempts to rezone, subdivide, or obtain approval of a planned
development for the Property (the "Redevelopment"), provided that the
Redevelopment shall not interfere with Seller's use of the portions of the
Property covered by the Lease, and that the Redevelopment shall be consistent
with the character and quality of a Class A office space or residential
atmosphere.

         15.16. BEST OF KNOWLEDGE. Whenever any statement set forth herein with
respect to the existence of absence of facts is qualified by "to (Purchaser's or
Seller's) knowledge" or "to the best of (Purchaser's or Seller's) knowledge,"
such phrase indicates only that no information has come to the attention of the
party making such statement that would give such party actual knowledge of the
existence or absence of such facts. For the purpose of making the Seller's
covenants, representations and warranties contained in Articles 8 and 9, Seller
shall, as a minimum, consult with its attorneys and with the executives or other
management personnel whose duties include responsibility for the matters
included within the purpose and intent of those covenants, representations, and
warranties. Except as otherwise expressly stated herein, such party shall not be
deemed to have undertaken any independent investigation to determine the
existence or absence of any such facts.

         15.17 TRANSITION ASSISTANCE. In order to aid in the orderly transition
of ownership and operation of the Property, Seller shall provide the services of
Mr. Walt Phelan, Director of Administrative Services, to Purchaser twenty (20)
hours per week for a period of four (4) weeks after the Closing Date.

         IN WITNESS WHEREOF, this Agreement has been entered into effective as
of the 15th day of September, 1999.

                                      SELLER:


                                      -32-
<PAGE>

                                      HARRAH's OPERATING COMPANY, INC.,
                                      a Delaware corporation


                                      By:  /s/ COLIN V. REED
                                           -------------------------------------
                                      Its: Executive VP/Chief Financial Officer

                                      PURCHASER:

                                      RBM VENTURE COMPANY
                                      a Delaware corporation


                                      By:  /s/ SCOTT IMORDE
                                           -------------------------------------
                                      Its: Vice President



                                      -33-
<PAGE>





                                LIST OF EXHIBITS
<TABLE>
<S>                        <C>
Exhibit A    -             All Personal Property on the Premises
                           except items listed on Exhibit A-1.

Exhibit A-1  -             Personal Property which is not to be
                           included in the sale, unless purchased by
                           Purchaser for the prices shown on Exhibit
                           A-1.

Exhibit A-2  -             Service Contracts

Exhibit A-3  -             Warranties

Exhibit A-4  -             Licenses

Exhibit A-5  -             Plans & Specs

Exhibit A-6  -             FF & E Leases

Exhibit A-7  -             Utility Reservations

Exhibit B    -             Agreed allocation of purchase price between
                           real estate and personal property

Exhibit C    -             Seller's Deed

Exhibit D    -             Bill of Sale

Exhibit E    -             Environmental Surveys

Exhibit F    -             Insurance Schedule

Exhibit G    -             Form of Lease of a portion of the
                           Improvements from Purchaser to Seller

Exhibit H    -             Roof Repair Report
</TABLE>


                                      -34-
<PAGE>

                                    EXHIBIT A

All tangible personal property and fixtures of any kind whatsoever attached
to, or located upon and used in connection with the ownership, maintenance,
use or operation of Building 1, Building 2, the Mansion, the Pool House, the
Security Building, the Parking Structure, and the Surface Parking as of the
date hereof (or acquired by Seller and so employed prior to Closing),
including, but not limited to, all furniture, fixtures, equipment, personal
property; all cameras, sensors, alarms, and other security systems; key pad
and entry systems; sprinklers and fire suppression systems; landscaping
equipment; irrigation systems and equipment; pool equipment; all heating,
lighting, plumbing, drainage, electrical, air conditioning, and other
mechanical fixtures and equipment and systems; building and energy management
systems and controls; power backup and generator systems; telephone switches
and systems; satellite dishes; fiber optic networks; computer wiring and
cables; utility and other meters; all keys, locks, combinations, codes;
building systems computers and software; all elevators and related motors and
electrical equipment and systems; all hot water heaters, furnaces, heating
controls, motors and boiler pressure systems and equipment, all shelving and
partitions, all ventilating equipment, and all incinerating and disposal
equipment; all carpet, drapes, blinds, window treatments, chandeliers,
furniture, and other furnishings; all stoves, ovens, freezers, refrigerators,
dishwashers, disposals, kitchen equipment and utensils, tables, chairs,
plates and other dishes, glasses, silverware, serving pieces and other
restaurant and bar equipment, apparatus and utensils; but excluding, however,
those certain items as described on Exhibit A-1 attached hereto.


                                      -35-
<PAGE>

                                   EXHIBIT A-1

Personal Property which is not to be included in the sale, unless purchased by
Purchaser for the prices shown on this Exhibit A-1.

         1. All of Seller's personal property, furniture, furnishings, and
office equipment presently located in Building 1 and Building 2.

         2. The following items located in the Mansion:

<TABLE>
<CAPTION>
                  Foyer                                            Amount
                  -----                                            ------
<S>                                                                <C>
                  Reproduction small bachelor's chest              225.00
                  Reproduction arm chair -
                    "Prince of Windsor" back                        75.00
                  Tall case (grandfather) clock - Irish face     2,000.00
                  Two (2) odd lamps                                100.00
                  English antique box                              150.00
                  Reproduction small Queen Anne mirror             175.00


                  Upstairs Landing
                  ----------------
                  Serpentine side table                            475.00
                  Reproduction oval mirror                         300.00
                  Two (2) china planters                           125.00


                  Sitting Room (Philip Satre)
                  --------------------------
                  Club Chair (upholstered)                         300.00
                  Three-seat sofa (upholstered)                    450.00
                  Pair Chippendale armchairs                       500.00
                  Pair yew-wood side cabinets (antique)          1,500.00
                  Pair URN lamps (partially old)                   500.00
                  Two (2) English wood boxes (antique)             400.00
                  English lap desk made into table                 400.00
                  Pair brass floor lamps                           150.00
                  Brass fire fender, tools, and andirons           250.00
</TABLE>

                                      -36-
<PAGE>




<TABLE>
<CAPTION>
                              EXHIBIT A-1 CONTINUED

                  Back Hall (by Norma Eghert)                    Amount
                  --------------------------                     ------
<S>                                                              <C>
                  Walnut reveneuvered chest & concave center     2,500.00
                  Pair Country French oak side chairs              400.00
                  Two (2) fish bowl planters and stands            300.00
                  Queen Anne style low boy table                   375.00
                  Brass bouillarte lamp                            125.00
                  Reproduction Chippendale style mirror            375.00
                  Cloisonne Box                                     75.00
                  Candy jar                                         10.00

                  Sun Room
                  --------
                  Country French 3-door chest                    1,250.00
                  Reproduction side board                          450.00
                  Square inlaid sidetable                          375.00
                  Reproduction arm chair                           125.00
                  Reproduction conference table                  2,500.00
                  Set (10) reproduction conference arm chairs    2,000.00
                  Three (3) fish bowl planters and stands          300.00
                  Bronze figure of a girl                          150.00
                  Four (4) miscellaneous lamps - reproductions     800.00
                  Pair rattan arm chairs                           300.00
                  Reproduction Chinese Chippendale mirror          375.00
                  Cut crystal inkwell - silver top - as is          75.00

                  Dining Room
                  -----------
                  Reproduction banded dining room table          4,000.00
                  Set (12) Queen Anne style dining chairs in hand-
                  carved (late 19th century early 20th century)  7,500.00
                  Chinese Chippendale display cabinet            2,500.00
                  Set (5) walnut Queen Anne dining room chairs
                  (striped fabric)                               1,500.00
                  Reproduction bow-front sideboard & inlay       2,500.00
                  Mahogany plant stand                             150.00
                  Pair large Rose Medallion covered temple jars
                  w/ chips                                       2,500.00
                  Reproduction (Baker) tea-table                   275.00
</TABLE>



                                      -37-
<PAGE>




<TABLE>
<CAPTION>
                              EXHIBIT A-1 CONTINUED

                  Dining Room                                      Amount
                  -----------                                      ------

<S>                                                                <C>
                  Mahogany Chippendale side table                  750.00
                  Six (6) English Ironstone plates                 300.00
                  Pair Japanese Kutami plates                      300.00
                  Seven (7) piece silver-plated American
                  tea set (Wilcox)                                 750.00
                  Three (3) silver-plated trays                    300.00
                  Two (2) silver-plated (Wallace) cream pitchers    25.00
                  Silver-plated punch bowl                         250.00
                  Reproduction Chippendale mirror                  450.00
                  Pair silver-plated 3-branch candelabras          350.00
                  Three (3) crystal decanters                      100.00
                  Porcelain fish bowl planters                     125.00
                  China planter (on plant stand)                    45.00
                  Pair Gorham silver-plated candlesticks            50.00
                  Pair brass/crystal wall sconces (electric)       750.00

                  Living Room
                  -----------
                  Two drawer low boy                             1,500.00
                  Chinese lamp - single figure                     350.00
                  Plant stand - 3 legs                             350.00
                  Black lacquer small table                      1,000.00
                  Chinese Chippendale arm chair                  1,250.00
                  Queen Anne pole screen                         2,500.00
                  Pair French Sampson armorial baskets             450.00
                  Brass fire fender                              1,250.00
                  Pair brass andirons                            1,000.00
                  Stone beside fireplace                           150.00
                  Pie-crust tilt-top table                       1,850.00
                  Queen Anne armchair (rose upholstery)            750.00
                  Walnut veneered Chippendale chest              2,250.00
                  Reproduction bonnet-top secretary              2,250.00
                  20th century wheel-back side chair               375.00
                  Crystal & sterling inkwell (English)             225.00
                  Rectangular side-table & gallery top           1,100.00
                  Pair 19th century Rose Medallion lamps mounted
                  in bronze as-is                                1,750.00
</TABLE>





                                      -38-
<PAGE>



<TABLE>
<CAPTION>
                              EXHIBIT A-1 CONTINUED

                  Living Room                                      Amount
                  -----------                                      ------

<S>                                                                <C>
                  Cobalt cut glass newel post (finial)             350.00
                  Carved Queen Anne armchair (upholstered)       1,250.00
                  Chippendale camel back sofa (down cushions)    1,250.00
                  Rectangular side table & pierced gallery         400.00
                  Chinese Chippendale Gainesborough chairs
                  (stripe)                                       1,750.00
                  Four (4) fabric pillows                          150.00
                  Miscellaneous reproduction china               1,000.00
                  Four (4) miscellaneous lamps                     600.00
                  Kimball Grand Piano                            4,200.00

                  Basement Office (D Ann Glen)
                  ---------------------------
                  Pair brass sconces                               150.00
                  Pair Queen Anne wingback chairs                  500.00
                  Two-seat sofa                                    250.00
                  Antique tilt-top round table                     850.00
                  Pine trunk                                       300.00
                  Mahogany side table (games table)                400.00
                  Fruitwood country French side table (stripped)   450.00
                  Five (5) miscellaneous lamps                     275.00
                  Metal planters                                    25.00
                  Chinese ceramic planters                         100.00
                  Pair metal andirons and tools                    175.00

                  Rugs:                                           Amount
                  -----                                           ------

                  Basement - 4.9 X 7.7 Turkish                   1,000.00
                             11.10 X 17.50 Persian               3,500.00
</TABLE>


                                      -39-
<PAGE>


<TABLE>
<CAPTION>
                              EXHIBIT A-1 CONTINUED

                  First Floor:                                     Amount
                  -----------                                      ------
<S>                                                             <C>
                  Foyer - 11.1 X 13.8 Persian                   15,000.00
                           4.3 X 6.10 Persian                    3,500.00
                  Between Living Room and Foyer                  1,200.00
                           3.2 X 4.10 Antique Persian
                  West side of Foyer - 2.7 X 16.7
                  Antique Persian                                1,000.00
                  Dining Room - 12.3 X 20.11 Antique Persian    40,000.00
                  Living Room - 12 X 17.2 Antique Persian       20,000.00

                  Second Floor:
                  -------------
                  Sitting Room - 3.11 X 7 Antique Persian        4,000.00
                  Upstairs Hall - 5 X 11.10 Antique Persian        800.00

                  Miscellaneous:
                  -------------
                  Formal Place Settings - approximately 12
                  settings                                       5,325.00
                  includes Lenox, Wallace, silverware, Waterford
                  Crystal
                  Everyday Place Settings - approx. 36 settings
                  includes Spode China, Onleda everyday ware
                  assorted glassware                             2,850.00
</TABLE>

         3. The following items located in the Pool House:

<TABLE>
<CAPTION>
Item                                  Inventory Count            Amount
----                                  ---------------            ------
<S>                                   <C>                       <C>
Conference Room Tables & Chairs       2 rooms                   20,400.00
Television Sets & VCR's               5 TV's, 2 VCR's            1,650.00
Cash Registers                        2                          1,150.00
Dining Tables & Chairs                76 top tables             12,530.00
                                      42 top tables
                                      344 top tables
                                      175 chairs
Portable Food Prep Equipment          1 frozen yogurt
                                      machine                    1,000.00
Piano                                 1                          1,700.00
</TABLE>


                                      -40-
<PAGE>



                                   EXHIBIT A-2
                                SERVICE CONTRACTS

1.       HOUSEKEEPING - Contract is between Horizon of Memphis, Inc. and
         Harrah's Operating Company, Inc. Term began 1/1/99 and is a 1-year
         term.
2.       LANDSCAPING/IRRIGATION - Contract is between Environmental Landscaping
         Service (Roberts Company, ltd. of TN) and Harrah's Operating Company,
         Inc. Term began 3/1/99 and ends 2/29/00.
3.       HVAC - Contract is between Walker-J-Walker and Harrah's Operating
         Company, Inc. Term began 6/10/99 and is a 1-year term.
4.       WATER TREATMENT (CHEMICAL MAINTENANCE TREATMENT) - Contract is between
         Walker-J-Walker and Harrah's Operating Company, Inc. Term began 3/1/99
         and is a 1-year term.
5.       METASYS (BUILDING MANAGEMENT SYSTEM) - Contract is between Johnson
         Controls, Inc. and Harrah's Operating Company, Inc. Term began 2/1/97
         and is a 3-year term.
6.       PEST CONTROL - Contract is between Kolter Exterminating Company, Inc.
         and Harrah's Entertainment, Inc. Term began 7/1/99 and is a 1-year
         term.
7.       ELEVATORS - Contract is between Dover Elevator Company and Harrah's
         Operating Company, Inc. Term began 3/1/99 and is a 1-year term.
8.       UPS/GENERATORS - Contract is between Computer Power and Signal. There
         are three (3) separate agreements. One (1) for each generator - term
         for Catepillar is 1/1/99 and is a 1-year term; term for Liebert is
         1/1/99 and is a 1-year term; and the term for Controlled Power is
         9/15/98 thru 9/30/99.
9.       TRASH DISPOSAL - Contract is between Harrah's Entertainment, Inc. and
         BFI of TN, Inc. Term began 8/20/98 and is a 2-year term.
10.      TERMITE - Contract is between Kolter Exterminating Company, Inc. and
         Harrah's Entertainment, Inc. Term begins 4/18/99 and is a 1-year term.


                                      -41-
<PAGE>



                                   EXHIBIT A-3
                                   WARRANTIES


1.       None



                                      -42-
<PAGE>



                                   EXHIBIT A-4
                                    LICENSES


1.       Use & Occupancy Permit

2.       Elevator Permit

3.       Certificate of Operation (C of O) Permit

4.       Boiler Permit (Pressure Valve)

5.       Backflow Prevention Permit



                                      -43-
<PAGE>



                                   EXHIBIT A-5
                                  PLANS & SPECS


1.       Mechanical Details - HQ Building (Office Building #2)

2.       Residence / Facility / Pool House Full Set (Mechanicals)

3.       Site, Electrical, and Finish Schedules - HQ Building
         (Office Building #2)

4.       Site Plan; Electrical and Mechanical

5.       Full Set Office Building #1 (Mechanical, Electrical, CD's)



                                      -44-
<PAGE>



                                   EXHIBIT A-6
                                     FF & E

1.       Dish Machine

2.       Coffee Urns & Pots (Employee Center)

3.       Coffee Makers (except Board Room, Komen Room, Riverboat
         Room)

4.       Coffee Hot Pots (Employee center & elsewhere)

5.       Coke Machine (Employee Center)

6.       Coke Logo Refrigerator (Employee Center)

7.       Linens (Employee center & elsewhere)



                                      -45-
<PAGE>



                                   EXHIBIT A-7
                              UTILITY RESERVATIONS


1.       None



                                      -46-
<PAGE>



                                    EXHIBIT B


Agreed allocation of purchase price between real estate and personal property:

         Real Estate $14,300,000.00.

         Personal Property $49,453.00.



                                      -47-
<PAGE>



                                    EXHIBIT C
                                  Seller's Deed



                                      -48-
<PAGE>



                                  WARRANTY DEED

         THIS INDENTURE, made and entered into this ----- day of ---, 1999, by
and between HARRAH'S OPERATING COMPANY, INC., party of the first part, and RBM
VENTURE COMPANY party of the second part.

                              W I T N E S S E T H :

         That for and in consideration of Ten Dollars ($10.00), cash in hand
paid, and other good and valuable considerations, the receipt of all of which is
hereby acknowledged, the said party of the first part has bargained and sold and
does hereby bargain, sell, convey, and confirm unto the said party of the second
part the following described real estate, situated and being in Memphis, County
of Shelby, State of Tennessee, to-wit:

                   PROPERTY DESCRIBED ON ATTACHED EXHIBIT "A"

         The aforesaid property is conveyed subject to the Permitted Exceptions
         described on attached Exhibit "B".

         TO HAVE AND TO HOLD the aforesaid real estate, together with all the
appurtenances and hereditaments thereunto appertaining unto the said party of
the second part, its successors, and assigns in fee simple forever.

         The said party of the first part does hereby covenant with the said
party of the second part that they are lawfully seized in fee of the
aforedescribed real estate; that they have a good right to sell and convey the
same; that the same is unencumbered, except as aforesaid; and that the title and
quiet possession thereto they will warrant and defend against the lawful claims
of all persons.

         The word "party" as used herein shall mean "parties" if more than one
person or entity be referred to, and pronouns shall be construed according to
their gender and number according to the context thereof.

         WITNESS the signature of the party of the first part the day and year
first above written.

                        HARRAH'S OPERATING COMPANY, INC.

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


                                      -49-
<PAGE>



STATE OF TENNESSEE
COUNTY OF SHELBY

         Before me, ---------------, a Notary Public in and for the State and
County aforesaid, personally appeared --------------------, with whom I am
personally acquainted (or proved to me on the basis of satisfactory evidence),
and who, upon oath, acknowledged himself (or herself) to be the
--------------------- of HARRAH'S OPERATING COMPANY, INC., the within named
bargainor, a corporation, and that -he as such officer, being duly authorized so
to do, executed the foregoing instrument for the purposes therein contained, by
signing the name of the corporation by --- self as such officer.

         WITNESS my hand and seal at office, on this the ----- day of
----------, 1999.

                                  ---------------------------
                                  Notary Public

My Commission Expires:

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




* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
PROPERTY ADDRESS:

Memphis, TN
                                        THIS INSTRUMENT PREPARED BY:
Tax Parcel I.D. #:

                                        State Tax        $
MAIL TAX BILLS TO: (Person or           Register's fee             1.00
Agency responsible for payment          Computer fee
of taxes)                               Recording fee          --------
                                            Total              $-------




                                      -50-
<PAGE>





I, or we, hereby swear or
affirm that, to the best of
affiant's knowledge,
information and belief, the
actual consideration for this
transfer or value of the
property transferred,
whichever is greater, is $--------
-----, which amount is equal
to or greater than the amount
which the property transferred
would command at a fair
voluntary sale.

------------------------------
Affiant

         SUBSCRIBED AND SWORN TO
BEFORE ME this ---- day of ---
---------------, 1999.


--------------------
Notary Public

My Commission Expires:

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




                                      -51-
<PAGE>




                                   EXHIBIT "A"


Property in Memphis, Shelby County, Tennessee more particularly described as
follows:






















Being the same property conveyed to Grantor by Deed of record as Instrument No.
---------------.





                                      -52-
<PAGE>



                                   EXHIBIT "B"

The aforesaid property is conveyed subject to the following:



                                      -53-
<PAGE>




                                    EXHIBIT D
                                  Bill of Sale

         BILL OF SALE dated as of the ---- day of -------, 1999, by and between
HARRAH'S OPERATING COMPANY, INC. ("Seller"), and RBM VENTURE COMPANY ("Buyer").
         FOR AND IN CONSIDERATION of Ten Dollars ($10.00) cash in hand paid by
the Buyer to the Seller, and for other good and valuable consideration, receipt
of which is hereby acknowledged, Seller does hereby sell, assign, transfer, and
deliver to Buyer all of Seller's right, title an interest in the Seller's
property, more particularly described in Exhibit "A" attached hereto and
incorporated herein by reference (the "Property").
         Seller warrants that Seller has the good right to sell the aforesaid
Property and that the Property is unencumbered. The aforesaid Property is
conveyed and accepted AS IS WHERE IS without warranty of MERCAHNTABILTY or
FITNESS FOR PARTICULAR PURPOSE.
         IN WITNESS WHEREOF, the Seller has executed this Bill of Sale on the
day and year first above written.

                                        HARRAH'S OPERATING COMPANY, INC.


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

STATE OF TENNESSEE
COUNTY OF SHELBY

         On this ---- day of -------, 1999, before me, a Notary Public in and
for said State and County, duly commissioned and qualified, personally appeared
-------------, the --------- of HARRAH'S OPERATING COMPANY, INC., the within
named corporation, who acknowledged that he/she executed the same as said
officer of said corporation, being duly authorized so to do.

         WITNESS my hand and Notarial Seal at office, the day and year above
written.

                                         ------------------------------
                                         Notary Public

My Commission Expires:
----------------------


                                      -54-
<PAGE>



                                    EXHIBIT E
                              Environmental Surveys

1.       None


                                      -55-
<PAGE>



                                    EXHIBIT F
                               Insurance Schedule

                          Harrah's Entertainment, Inc.
                         Schedule of Insurance Coverages
                              Cherry Road Facility

<TABLE>
<S>                                         <C>
Best's Rating:                              A-VII
Policy Period:                              3/31/99-3/31/2000
Company:                                    United Capitol Ins. Co.
Policy Number:                              ARIN000592
Coverage:                                   All Risk Property (including
                                            Boiler & Machinery and Crime)
Limit of Liability:                         Primary $10M
Deductible:                                 $100K


Best's Rating:                              A+ IX
Policy Period:                              6/1/99-6/1/2000
Company:                                    Old Republic
Policy Number:                              MWZY 54917
Coverage:                                   Fronted Primary General
                                            Liability
Limit of Liability:                         $2M
Deductible:                                 $2M

Best's Rating:                              A+ IX
Policy Period:                              6/1/99-6/1/2000
Company:                                    Old Republic
Policy Number:                              MWTB 17822
Coverage:                                   Fronted Primary Auto
                                            Liability
Limit of Liability:                         $1M
Deductible:                                 $1M


Best's Rating:                              A IX
Policy Period:                              6/1/99-6/1/2000
Company:                                    Westchester
Policy Number:                              CUA 1043670
Coverage:                                   Umbrella Liability
                                            (Incl. EPLI) (Layer One)
Limit of Liability:                         $25M/$25M Agg x/s Primary
Deductible:                                 NIL
</TABLE>


                                      -56-
<PAGE>


<TABLE>
<S>                                         <C>
Best's Rating:                              A XIV
Policy Period:                              6/1/99-6/1/2000
Company:                                    Royal
Policy Number:                              PHA 013328
Coverage:                                   Umbrella Liability
                                            (Incl. EPLI) (Layer Two)
Limit of Liability:                         $25MM XS Layer One
Deductible:                                 NIL


Best's Rating:                              A XIII
Policy Period:                              6/1/99-6/1/2000
Company:                                    Agricultural
Policy Number:                              EXC 2626355
Coverage:                                   Umbrella Liability
                                            (Incl. EPLI) (Layer Three)
Limit of Liability:                         $50MM XS Layer Two
Deductible:                                 NIL


Best's Rating:                              A XIII
Policy Period:                              6/1/99-6/1/2000
Company:                                    Agricultural
Policy Number:                              EXC 2626355
Coverage:                                   Umbrella Liability
                                            (Layer Four)
Limit of Liability:                         $200M X/S Layer Three
Deductible:                                 NIL


Best's Rating:                              A XIII
Policy Period:                              6/1/99-6/1/2000
Company:                                    American Nat'L
Policy Number:                              EXX 9032775-02
Coverage:
Limit of Liability:                         ($75M P/O $200M)
Deductible:

Best's Rating:                              A++ XV
Policy Period:                              6/1/99-6/1/2000
Company:                                    Federal
Policy Number:                              (00) 7941-22-06
Coverage:
Limit of Liability:                         ($25M P/O $200M)
Deductible:
</TABLE>


                                      -57-
<PAGE>


<TABLE>
<S>                                         <C>
Best's Rating:                              A+ IX
Policy Period:                              6/1/99-6/1/2000
Company:                                    Gulf Insur. Co.
Policy Number:                              GA 0476211
Coverage:
Limit of Liability:                         ($50M P/0 $200M)
Deductible:


Best's Rating:                              A- XII
Policy Period:                              6/1/99-6/1/2000
Company:                                    Reliance
Policy Number:                              ELOOP 034001094
Coverage:
Limit of Liability:                         ($50M P/0 $200M)
Deductible:


Best's Rating:                              A+ IX
Policy Period:                              6/1/99-6/1/2000
Company:                                    Old Republic
Policy Number:                              MWXS 531
Coverage:                                   Excess Workers Comp/Employers
                                            Liability SIR States (LA, MS,
                                            MO, NV, TN)
Limit of Liability:                         WC: Statutory
                                            EL: $1.9M each occur.
Deductible:                                 $100K

Best's Rating:                              A- VII
Policy Period:                              3/31/99-3/31/2000
Company:                                    United Capitol Insurance Co.
Policy Number:                              ARIN 000592
Coverage:                                   Crime
                                            Credit Card Forgery
                                            Safe Deposit Box
Limit of Liability:                         $10M
Deductible:                                 $100K
</TABLE>





                                      -58-
<PAGE>

                                    EXHIBIT G

Form of Lease of a portion of the Improvements from Purchaser to Seller.


                               AGREEMENT OF LEASE




                                     between


                            RBM CHERRY ROAD PARTNERS

                                    Landlord


                                       and


                        HARRAH'S OPERATING COMPANY, INC.

                                     Tenant



                             Dated: October 25, 1999




                                    Premises:

                               Office Building #1
                                1023 Cherry Road
                            Memphis, Tennessee 38117


                                      -59-
<PAGE>



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                        Page
<S>                                                                       <C>
REFERENCE PAGE .......................................................... 1

ARTICLE I
GLOSSARY................................................................. 2

ARTICLE II
DEMISE, PREMISES, TERM, RENT............................................. 5

ARTICLE III
ESCALATION............................................................... 7

ARTICLE IV
USE AND OCCUPANCY....................................................... 11

ARTICLE V
ALTERATIONS............................................................. 12

ARTICLE VI
REPAIRS................................................................. 14

ARTICLE VII
CONNECTING CORRIDORS.................................................... 15

ARTICLE VIII
REQUIREMENTS OF LAW..................................................... 15

ARTICLE IX
SUBORDINATION........................................................... 16

ARTICLE X
RULES AND REGULATIONS................................................... 18

ARTICLE XI
INSURANCE, PROPERTY LOSS OR DAMAGE, REIMBURSEMENT....................... 18

ARTICLE XII
DESTRUCTION BY FIRE OR OTHER CAUSE...................................... 20

ARTICLE XIII
EMINENT DOMAIN.......................................................... 21
</TABLE>


                                      -60-
<PAGE>

<TABLE>
<S>                                                                      <C>
ARTICLE XIV
ASSIGNMENT, SUBLETTING, MORTGAGE, ETC................................... 21

ARTICLE XV
ACCESS TO PREMISES...................................................... 23

ARTICLE XVI
CERTIFICATE OF OCCUPANCY................................................ 24

ARTICLE XVII
DEFAULT................................................................. 24

ARTICLE XVIII
REMEDIES AND DAMAGES.................................................... 26

ARTICLE XIX
FEES AND EXPENSES....................................................... 27

ARTICLE XX
NO REPRESENTATIONS BY LANDLORD.......................................... 27

ARTICLE XXI
END OF TERM............................................................. 28

ARTICLE XXII
POSSESSION.............................................................. 28

ARTICLE XXIII
NO WAIVER............................................................... 28

ARTICLE XXIV
WAIVER OF TRIAL BY JURY................................................. 29

ARTICLE XXV
INABILITY TO PERFORM.................................................... 29

ARTICLE XXVI
BILLS AND NOTICES....................................................... 29

ARTICLE XXVII
SERVICES AND EQUIPMENT.................................................. 30

ARTICLE XXVIII
[RESERVED].............................................................. 31

ARTICLE XXIX
[RESERVED].............................................................. 31
</TABLE>


                                      -61-
<PAGE>


<TABLE>
<S>                                                                      <C>
ARTICLE XXX
SIGNS................................................................... 31

ARTICLE XXXI
BROKER.................................................................. 31

ARTICLE XXXII
INDEMNITY............................................................... 32

ARTICLE XXXIII
[RESERVED].............................................................. 32

ARTICLE XXXIV
[RESERVED].............................................................. 33

ARTICLE XXXV
[RESERVED].............................................................. 33

ARTICLE XXXVI
COVENANT OF QUIET ENJOYMENT............................................. 33

ARTICLE XXXVII
MISCELLANEOUS........................................................... 33
</TABLE>



                                      -62-
<PAGE>


<TABLE>
<CAPTION>
EXHIBITS:
<S>                                                                         <C>
Exhibit A    Legal Description........................................... A-1
Exhibit B    Building and Building No. 2................................. B-1
Exhibit C    Rules and Regulations....................................... C-1
Exhibit D    Cleaning Specifications......................................D-1
Exhibit E    Rating Level Multiplier..................................... E-1
Exhibit F    [RESERVED].................................................. F-1
Exhibit G    Tenant Design and Construction Standards.................... G-1
Exhibit H    First American Subordination, Non-Disturbance and
             Attornment Agreement........................................ H-1
Exhibit I    Memphis and Shelby County Land Use
                  Control Board - Staff Report #16
                  Correspondence Item, Case No.: P.D.
                  93-322, L.U.C.B. Meeting
                  October 14, 1999....................................... I-1
</TABLE>



                                      -63-
<PAGE>




                               AGREEMENT OF LEASE


         AGREEMENT OF LEASE, made as of the 25th day of October, 1999, between
RBM CHERRY ROAD PARTNERS, a Tennessee general partnership, or its assigns,
having an address at 5810 Shelby Oaks Drive, Memphis, Tennessee 38134, as
Landlord, and HARRAH'S OPERATING COMPANY, INC., a Delaware corporation, having
an address at 1023 Cherry Road, Memphis, Tennessee 38117, as Tenant.

                                 REFERENCE PAGE

         In addition to other terms elsewhere defined in this Lease, the
following terms whenever used in this Lease shall have the meanings set forth in
this Reference Page.

         (1)      Premises:                 Floors one (1) through three (3) of
                                            the Building, shown hatched on the
                                            site plan attached hereto as Exhibit
                                            "B," excluding, however, any
                                            portions thereof which are defined
                                            as Common Area(s).

         (2)      Commencement Date:        October 25, 1999

         (3)      Fixed Expiration Date:    April 30, 2017

         (4)      Fixed Rent:               (a) $1,183,180.00 per annum
                                            ($98,598.33 per month) from the
                                            Commencement Date through October
                                            31, 2004;

                                            (b) $1,307,413.90 per annum
                                            ($108,951.15 per month) from
                                            November 1, 2004 through October 31,
                                            2009; and

                                            (c) $1,413,900.10 per annum
                                            ($117,825.00 per month) from
                                            November 1, 2009 through the Fixed
                                            Expiration Date, in each case, as
                                            adjusted pursuant to Section 2.6 of
                                            this Lease.


                                      -64-
<PAGE>

         (5)      Fixed Rent Adjustment
                  Factor:                   $19,928.00.

         (6)      Tenant's Share:           Fifty-two and one-tenth percent
                                            (52.1%).

         (7)      Base Tax Factor:          The Taxes applicable to the Real
                                            Property equal to $221,848.00.

         (8)      Base Operating Factor:    The Operating Expenses applicable to
                                            the Real Property equal to
                                            $583,835.00.

         (9)      Permitted Use:            Executive and administrative offices
                                            and operational activities related
                                            to data processing and information
                                            technology, and for no other use or
                                            purpose.

         (10)     Broker(s):                CB Richard Ellis Memphis, LLC

         (11)     Security Deposit:         NONE

         (12)     Landlord's Contribution:  NONE

                              W I T N E S S E T H:

         The parties hereto, for themselves, their legal representatives,
successors and assigns, hereby agree as follows:


                                    ARTICLE I

                                    GLOSSARY

         The following terms shall have the meanings indicated below:

         "Additional Rent" shall have the meaning set forth in Section 2.2.

         "Adjacent Property" shall mean the real property south of and adjacent
to the Land, consisting of approximately nineteen and ninety-two-thousandths
(19.092) acres, being purchased by Landlord at or about the date of this Lease,
together with the


                                      -65-
<PAGE>

improvements thereon. The Adjacent Property is described as Parcel I in the
legal description attached hereto as Exhibit "A," and incorporated herein by
reference.

         "Alterations" shall mean alterations, decorations, installations,
repairs, improvements, additions, replacements or other physical changes in or
about the Premises; provided, however, that the term "Alterations" shall exclude
those made by Landlord, if any, in accordance with any provisions of this Lease
in order to prepare the Premises for Tenant's initial occupancy.

         "Applicable Rate" shall mean the lesser of (x) three percentage points
above the then current Base Rate, and (y) the maximum rate permitted by
applicable law.

         "ASHRAE" shall mean the American Society of Heating, Refrigeration and
Air-Conditioning Engineers.

         "Bankruptcy Code" shall mean 11 U.S.C. Section 101 ET SEQ., or any
statute, federal or state, of similar nature and purpose.

         "Base Rate" shall mean the rate of interest publicly announced from
time to time by Citibank, N.A., or its successor, as its "base rate" (or such
other term as may be used by Citibank, N.A., from time to time, for the rate
presently referred to as its "base rate").

         "Building" shall mean that certain three (3) story office building
located on the Land and having an address of 1023 Cherry Road, Memphis,
Tennessee 38117, and all of the equipment and other improvements and
appurtenances related thereto of every kind and description now located or
hereafter erected, constructed or placed upon the Land and any and all
alterations, renewals, and replacements thereof, additions thereto and
substitutions therefor. The Building is located as shown on Exhibit "B" attached
hereto.

         "Building No. 2" shall mean that certain two (2) story office building
located on the Land and having an address of 1023 Cherry Road, Memphis,
Tennessee 38117, and all of the equipment and other improvements and
appurtenances related thereto of every kind and description now located or
hereafter erected, constructed or placed upon the Land and any and all
alterations, renewals, and replacements thereof, additions thereto and
substitutions therefor. Building No. 2 is located as shown on Exhibit "B"
attached hereto.


                                      -66-
<PAGE>

         "Building Standard Condition" shall mean the condition of the Building
as of the date of this Lease (reasonable wear and tear excepted), plus any
Alterations approved by Landlord, except to the extent Landlord's approval is
conditioned upon Tenant's removal of the approved Alteration prior to the
Expiration Date.

         "Building Systems" shall mean the base building mechanical, electrical,
sanitary, heating, air conditioning, ventilating, elevator, plumbing,
life-safety and other service systems of the Building but shall not include the
Security System or installations made by Tenant after the date of this Lease.
For purposes of calculating Operating Expenses, the term "Building Systems"
shall include the base building mechanical, electrical, sanitary, heating, air
conditioning, ventilating, elevator, plumbing, life-safety and other service
systems of Building No. 2, but shall not include the Security System or
installations made by Tenant after the date of this Lease.

         "Business Days" shall mean all days, excluding Saturdays, Sundays and
all days observed as holidays by the State of Tennessee or the federal
government.

         "Common Area" shall mean any and all portions of the Land and the
improvements thereon not part of the Building or Building No. 2. Common Area
includes all landscaping, fountains and related water works, walkways,
sidewalks, parking lots, parking garages, parking decks, loading platforms,
driveways, trash removal facilities, mechanical, electrical and utility rooms
and service areas on the Land, regardless of whether they are part of the
Building or Building No. 2.

         "Control" shall have the meaning set forth in Section 14.2.

         "Deficiency" shall have the meaning set forth in Section 18.2.

         "Escalation Rent" shall mean payments required to be made by Tenant
pursuant to Article 3.

         "Event of Default" shall have the meaning set forth in Section 17.1.

         "Expiration Date" shall mean the Fixed Expiration Date or such earlier
or later date on which the Term sooner or later ends pursuant to any of the
terms, conditions or covenants of this Lease (including, but not limited to, the
terms and provisions of Section 2.7 hereof) or pursuant to law.


                                      -67-
<PAGE>

         "Fixed Rent Adjustment Factor" shall have the meaning set out on the
Reference Page.

         "Government Authority (Authorities)" shall mean the United States of
America, the State of Tennessee, the County of Shelby, the City of Memphis, any
political subdivision thereof and any agency, department, commission, board,
bureau or instrumentality of any of the foregoing, now existing or hereafter
created, having jurisdiction over the Real Property or any portion thereof.

         "HVAC" shall mean heat, ventilation and air conditioning.

         "HVAC System" shall mean the Building Systems providing HVAC.

         "Hazardous Materials" shall have the meaning set forth in Section 8.2.

         "HET" shall mean Harrah's Entertainment, Inc., a Delaware corporation,
and any affiliated or related company or subsidiary whose financial information
is required by GAAP to be reported on Harrah's Entertainment Company, Inc.'s
consolidated financial statements.

         "Land" shall mean the land containing approximately six and four
hundred five-thousandths (6.405) acres of real estate located in Shelby County,
Tennessee, and more particularly described as Parcel II in Exhibit "A."

         "Landlord" on the date as of which this Lease is made, shall mean RBM
Venture Company, but thereafter, "Landlord" shall mean only the fee owner of the
Real Property.

         "Landlord Indemnitees" shall mean Landlord, its trustees, partners,
shareholders, officers, directors, employees, agents and contractors and the
Manager (and the partners, shareholders, officers, directors and employees of
Landlord's agents and contractors and of the Manager).

         "Landlord's Operating Statement" shall mean a statement containing a
computation of Escalation Rent due pursuant to the provisions of Section 3.3
furnished by Landlord to Tenant.

         "Landlord's Statement" shall mean either a Landlord's Operating
Statement or a Landlord's Tax Statement.


                                      -68-
<PAGE>

         "Landlord's Tax Statement" shall mean a statement containing a
computation of Escalation Rent due pursuant to the provisions of Section 3.2
furnished by Landlord to Tenant.

         "Leveraged Transaction" shall mean any transaction entered into by HET
whereby HET (a) uses debt or a financing source having characteristics of debt
to complete the transaction, or (b) as a result of the transaction, HET assumes
or becomes liable for debt or other obligations characteristic of debt which
were originally the obligations of the other party(ies) to the transaction.

         "Manager" shall mean any person or entity with which Landlord from time
to time contracts for the management of the Building and/or Building No. 2.

         "Mortgage(s)" shall mean any trust deed, trust indenture or mortgage
which may now or hereafter affect the Real Property, the Building, and all
renewals, extensions, supplements, amendments, modifications, consolidations and
replacements thereof or thereto, substitutions therefor, and advances made
thereunder.

         "Mortgagee(s)" shall mean any trustee under or mortgagee or holder of a
Mortgage.

         "Notice(s)" shall have the meaning set forth in Section 26.1.

         "Office Use" shall mean those uses which are included in the
computation of Office Square Footage as such term is used in the Restrictive
Covenants.

         "Operating Expenses" shall have the meaning set forth in Section 3.1.

         "Operating Hours" shall mean 7:00 a.m. to 7:00 p.m. on Business Days.

         "Operating Year" shall mean each calendar year that includes any part
of the Term.

         "Parties" shall have the meaning set forth in Section 37.2.

         "Person or Person(s)" shall mean any natural person or persons, a
partnership, a corporation, a limited liability


                                      -69-
<PAGE>

company, a limited liability partnership and any other form of business or legal
association or entity.

         "Persons Within Landlord's Control" shall mean and include Landlord,
all of Landlord's respective principals, officers, agents, contractors,
servants, employees, licensees and invitees.

         "Persons Within Tenant's Control" shall mean and include Tenant, all of
Tenant's respective principals, officers, agents, contractors, servants,
employees, licensees and invitees.

         "Rating Level Multiplier" shall have the meaning set out in Exhibit "E"
hereto.

         "Real Property" shall mean the Building, Building No. 2 and the Land.

         "Rental" shall mean and be deemed to include Fixed Rent, Additional
Rent and any other sums payable by Tenant hereunder.

         "Requirements" shall mean (i) all present and future laws, rules,
ordinances, regulations, statutes, requirements, codes and executive orders,
extraordinary as well as ordinary, retroactive and prospective, of all
Governmental Authorities now existing or hereafter created, and of any
applicable fire rating bureau, or other body exercising similar functions,
affecting the Real Property, or any street, avenue or sidewalk comprising a part
or in front thereof or any vault in or under the same, or requiring removal of
any encroachment, or affecting the maintenance, use or occupation of the Real
Property, (ii) all requirements, obligations and conditions of all instruments
of record on the date of this Lease including, without limitation, the
Restrictive Covenants, and (iii) all requirements, obligations and conditions
imposed by the carrier of Landlord's hazard insurance policy for the Building.

         "Restrictive Covenants" shall mean Final Plat P.D. 93-322, Phase I
Harrah's Corporate Headquarters P.D., recorded at Plat Book 155, Page 8, in the
Register's Office of Shelby County, Tennessee, as amended in accordance with the
decision of the Memphis and Shelby County Land Use Control Board on October 14,
1999, pursuant to Staff Report #16 Correspondence Item, a copy of which is
attached hereto as Exhibit "I"; and Agreement dated January 26, 1984 between
Audubon Park Community Association and Holiday Inns, Inc. recorded at Instrument
No. U9-9849, as amended at Instrument Nos. V8-8105 and BE 1706, in said
Register's Office, for so long as said Agreement remains in effect.


                                      -70-
<PAGE>

         "Rules and Regulations" shall mean the rules and regulations annexed
hereto as Exhibit "C," and such other and further reasonable rules and
regulations as Landlord and Landlord's agents may from time to time adopt, on
notice to Tenant to be given in accordance with the terms of this Lease.

         "Security System" shall mean the keypad security system in use in the
Building and Building No. 2 and located at various locations on the Real
Property at the date of this Lease as modified from time to time.

         "Sublease Additional Rent" shall have the meaning set forth in Section
14.4.

         "Taxes" shall have the meaning set forth in Section 3.1.

         "Tax Year" shall mean each period of twelve (12) months, commencing on
the first day of January of each year, that includes any part of the Term, or
such other period of twelve (12) months as may be duly adopted as the fiscal
year for real estate tax purposes by the City of Memphis, and Shelby County.

         "Tenant," on the date as of which this Lease is made, shall mean the
Tenant named in this Lease, but thereafter "Tenant" shall mean only the tenant
under this Lease at the time in question; provided, however, that the Tenant
named in this Lease and any successor tenant hereunder shall not be released
from liability hereunder in the event of any assignment of this Lease.

         "Tenant Indemnitees" shall mean Tenant, its trustees, partners,
shareholders, officers, directors, employees, agents and contractors.

         "Tenant's Operating Payment" shall have the meaning set forth in
Section 3.3.

         "Tenant's Projected Operating Share" shall have the meaning set forth
in Section 3.3.

         "Tenant's Property" shall mean Tenant's movable fixtures and movable
partitions, and other equipment, furniture, furnishings and other movable items
of personal property, but excluding all FF&E acquired by Landlord under that
certain Purchase and Sale Agreement by and between Tenant, as seller, and
Landlord, as purchaser, dated September 15, 1999 (the term "FF&E" as used in


                                      -71-
<PAGE>

this Lease shall have the meaning ascribed thereto in the aforedescribed
Purchase Agreement).

         "Tenant's Tax Payment" shall have the meaning set forth in Section 3.2.

         "Term" shall mean the period from the Commencement Date through the
Expiration Date.

         "Unavoidable Delays" shall have the meaning set forth in Article 25.

                                   ARTICLE II

                          DEMISE, PREMISES, TERM, RENT

         Section 2.1. Landlord hereby leases to Tenant and Tenant hereby leases
from Landlord the Premises for the Term to commence on the Commencement Date and
to end on the Fixed Expiration Date, unless earlier terminated or extended as
provided herein.

         Section 2.2. Commencing upon the Commencement Date, Tenant shall pay to
Landlord, in lawful money of the United States of America, without notice or
demand, by good and sufficient check drawn to Landlord's order on a bank or
trust company with an office in the United States of America, at the office of
Landlord or at such other place as Landlord may designate from time to time, the
following:

                  (a) the Fixed Rent, at the annual fixed rental rate set forth
         in the Reference Page, which shall be payable in equal monthly
         installments of Fixed Rent in advance on the first day of each and
         every calendar month during the Term, except that the first monthly
         installment of Fixed Rent shall be payable by Tenant upon execution and
         delivery of this Lease; and

                  (b) additional rent ("Additional Rent") consisting of all
         other sums of money (including, without limitation, Escalation Rent) as
         shall become due from and be payable by Tenant hereunder (for default
         in the payment of which Landlord shall have the same remedies as for a
         default in the payment of Fixed Rent).

         Section 2.3. If the Commencement Date is other than the first day of a
calendar month, or the Expiration Date is other


                                      -72-
<PAGE>

than the last Day of a calendar month, Rental for such month shall be prorated
on a per diem basis.

         Section 2.4. [RESERVED]

         Section 2.5. Tenant shall pay the Fixed Rent and Additional Rent when
due without abatement, deduction, counterclaim, setoff or defense for any reason
whatsoever, except said abatement as may be occasioned by the occurrence of any
event permitting an abatement of Fixed Rent and Escalation Rent as specifically
set forth in this Lease.

         Section 2.6 Notwithstanding anything to the contrary set forth in this
Lease, in the event that HET's corporate credit rating issued by Standard &
Poor's falls below "BBB" [ignoring for purposes hereof pluses (+) and minuses
(-) included in such ratings] as a result of one or more Leveraged Transactions,
then for such period of time as such rating remains below "BBB," Fixed Rent per
annum shall be increased by an amount equal to the product of the Fixed Rent
Adjustment Factor multiplied by the Rating Level Multiplier (and Fixed Rent per
month shall be adjusted commensurately). Changes in the Fixed Rent resulting
from increases or decreases in HET's Corporate Credit Rating shall become
effective as of the official change date of the Standard & Poor's rating, and
the adjustments in Fixed Rent shall be prorated to take into account the number
of days in the month during which such rating was at each level. In no event
shall the Fixed Rent be adjusted to an amount less than that set out in the
Reference Page of this Lease.

         Section 2.7. Provided Tenant is not in default under this Lease at the
time the option may be exercised, Landlord grants Tenant the option to renew
this Lease with respect to all of the Premises for two (2) additional terms of
five (5) years each. Each option shall be exercised by Tenant delivering written
notice to Landlord at least six (6) months prior to the Fixed Expiration Date,
as extended by any previously exercised option.

         (a) The renewal rental rates for each option period shall be the Market
Rental Rate (as hereinafter defined)(such rate being hereinafter referred to as
the "Renewal Rental Rate"). The Market Rental Rate is the rental rate then being
charged by landlords (including Landlord) in the Memphis area on new leases to
tenants of a similar credit quality to Tenant for space of similar quality and
size as the Premises, taking into account, all relevant factors, including
without limitation, age, extent and quality of tenant improvements, leasing
commissions, length


                                      -73-
<PAGE>

of term, amenities of the Building and the Real Property and the location and/or
floor height and definition of usable area, reasonable projections of Fixed
Rent, Additional Rent, Escalation Rent and allowances or concessions that have
been granted such as abatements, lease assumptions and leasehold improvement and
moving allowances.

         (b) Within ten (10) days after Tenant's exercise of each of the options
to renew, Landlord shall notify Tenant in writing of the Renewal Rental Rate for
that renewal period as determined by the above formula. Tenant shall have ten
(10) days from the receipt of Landlord's notice to either accept or dispute
Landlord's determination of the Renewal Rental Rate. In the event that Tenant
disputes Landlord's determination, Tenant shall so notify Landlord and advise
Landlord of Tenant's determination of the Renewal Rental Rate for the option
period as determined by the above formula. If Landlord and Tenant cannot agree
upon the Renewal Rental Rate within thirty (30) days of Tenant's original notice
of its intent to exercise its renewal option, the following "Dispute Resolution
Mechanisms" shall be utilized:

         (c) The parties, within ten (10) days thereafter, shall each select an
MAI-certified commercial real estate appraiser with a minimum of ten (10) years
experience in the Memphis market (each party to pay the cost of the appraiser
selected by it). Each appraiser, within thirty (30) days after selection, shall
present to the other their determination of the Market Rental Rate. If the
Market Rental Rates determined by each appraiser are within ten percent (10%) of
each other, then the Renewal Rental Rate for the option period shall be the
average of the two (2) Market Rental Rates as determined by the parties'
appraisers. If the appraisers' determinations are greater than ten percent (10%)
apart, then the appraisers shall jointly select, within ten (10) days
thereafter, a third MAI-certified commercial real estate appraiser with a
minimum of ten (10) years experience in the Memphis market, with the cost of the
third appraiser to be divided equally between Landlord and Tenant. Within thirty
(30) days after appointment, the third appraiser shall announce his/her
determination of the Market Rental Rate. The Renewal Rental Rate shall be equal
to the average of the Market Rental Rate determined by the two appraisers whose
determinations are numerically closest to each other (disregarding the
determination of the appraiser whose determination is further apart from either
of the others). Notwithstanding the foregoing, in the event that the third
appraiser's determination is exactly in the middle of the first two appraisers'
determinations, then the third appraiser's determination shall be the Renewal
Rental Rate.


                                      -74-
<PAGE>

         (d) Landlord and Tenant shall execute an amendment to this Lease within
sixty (60) days after the determination of the Renewal Rental Rate, which
amendment shall set forth the extended Term and all other terms and conditions
applicable to the renewal period, and shall establish the Renewal Rental Rate as
the annual Fixed Rent for the renewal period.

         (e) Except for the Renewal Rental Rate as set forth above, this Lease,
and all of the terms and conditions hereof, shall remain in full force and
effect throughout the entire renewal term.

                                   ARTICLE III

                                   ESCALATION

         Section 3.1. For the purposes of this Article 3, the following terms
shall have the meanings set forth below:

                  (a) "Operating Expenses" shall mean the aggregate of all
         costs, expenses and disbursements (and taxes thereon, if any), of every
         kind and nature, paid or incurred by Landlord or on behalf of Landlord
         with respect to the ownership, operation, cleaning, repair, safety,
         replacement, management, security and maintenance of the Real Property,
         including the Building Systems and Common Areas, and with respect to
         the services provided to tenants, including, without limitation: (i)
         salaries, wages and bonuses paid to, and the cost of any
         hospitalization, medical, surgical, union and general welfare benefits
         (including group life insurance), any pension, retirement or life
         insurance plans and other benefits or similar expenses relating to
         employees of Landlord and/or of Manager (on and off-site) engaged in
         the operation, cleaning, repair, safety, replacement, management,
         security or maintenance of the Real Property and the Building Systems
         or in providing services to tenants; (ii) social security, unemployment
         and other payroll taxes, the cost of providing disability and worker's
         compensation coverage imposed by any Requirement, union contract or
         otherwise with respect to said employees; (iii) the cost of gas, oil,
         steam, water, sewer rental, HVAC, water treatment, and other utilities
         furnished to the Building and Building No. 2 and utility taxes; (iv)
         the expenses incurred for casualty, rent, liability, fidelity, plate
         glass and any other insurance; (v) the cost of repairs, maintenance and
         painting, including the cost of acquiring or renting all


                                      -75-
<PAGE>

         supplies, tools, materials and equipment used in operating or repairing
         the Building and Building No. 2 including, without limitation, their
         roofs; (vi) expenditures, whether by purchase or lease, for capital
         improvements and capital equipment (except for roof replacement and
         repairs to structural components of the Building or Building No. 2
         which were not necessitated by the acts or omissions of Tenant) to the
         extent (but only to the extent) that such capital expenditures reduce
         or result in savings in Operating Expenses, the amortized cost of such
         capital expenditures (or portion thereof resulting in reduction or
         savings in Operating Expenses) to be included in Operating Expenses for
         the Operating Year in which such costs are incurred and every
         subsequent Operating Year, amortized on a straight-line basis over the
         accounting life of the capital improvement, with interest calculated at
         a per annum rate equal to eight percent (8%); (vii) operation, repair
         and replacement of building management systems; (viii) the cost or
         rental of all supplies, tools, materials and equipment; (ix) the cost
         of uniforms, work clothes and dry cleaning; (x) the cost of window
         cleaning, repair, resealing and replacement, janitorial, pest control,
         concierge, guard, watchman or other security personnel, service or
         system, fire extinguishers and sprinklers, power generators, fences and
         electronic/motorized gates, if any; (xi) management fees and expenses;
         (xii) charges of independent contractors performing work included
         within this definition of Operating Expenses; (xiii) telephone and
         stationery costs; (xiv) legal, accounting and other professional fees
         and disbursements incurred in connection with the operation and
         management of the Real Property; (xv) association fees and dues; (xvi)
         the cost of seasonal decorations; (xvii) depreciation of hand tools and
         other movable equipment used in the operation, cleaning, repair,
         safety, management, security or maintenance of the Building and
         Building No. 2; (xviii) exterior and interior landscaping, irrigation
         and tree care; (xix) all electrical costs incurred in the operation of
         the Real Property; (xx) striping, re-striping, sweeping and repairing
         parking areas and garages; and (xxi) waste removal.

         Provided, however, that the foregoing costs and expenses shall exclude
         or have deducted from them, as the case may be:


                                      -76-
<PAGE>

                           (1) amounts received by Landlord through proceeds of
                  insurance to the extent they are compensation for sums
                  previously included in Operating Expenses;

                           (2) cost of repairs or replacements incurred by
                  reason of fire or other casualty or condemnation to the extent
                  Landlord is compensated therefor;

                           (3) Taxes; and

                           (4) leasing commissions, rental concessions and lease
                  buy-outs.

         If Landlord leases any item of capital equipment that would otherwise
be included in Operating Expenses, then the rentals and other costs paid with
respect to such leasing shall be included in Operating Expenses for the
Operating Years in which such rentals and costs are incurred.

         Notwithstanding anything to the contrary set forth herein, if the
Building and Building No. 2 are not fully occupied during any calendar year of
the Term, Operating Expenses shall be determined as if the Building and Building
No. 2 had been fully occupied during such year, by adding to actual Operating
Expenses an amount equal to those costs which would have been incurred if the
Building and Building No. 2 had been fully occupied. For the purposes of this
Lease, "fully occupied" shall mean occupancy of ninety-five percent (95%) of the
usable square feet in the Building and Building No. 2 with Landlord providing
all services.

         Notwithstanding anything to the contrary set forth herein, in the event
that (a) utilities serving the Real Property are not separately metered or (b)
any maintenance of the Real Property is covered by a contract which also covers
the Adjacent Property or any portion thereof, then the Landlord shall make a
fair and equitable allocation of the costs between the Real Property and the
Adjacent Property receiving utility service and/or being covered by the
maintenance contracts, and such fair and equitable amount shall be included in
Operating Expenses under this Lease.

                  (b) "Taxes" shall mean the aggregate amount of real estate
         taxes and any general or special assessments (exclusive of penalties
         and interest thereon) imposed upon the Real Property (including,
         without limitation, (i) assessments made upon or with respect to any
         "air" and "development" rights now or hereafter appurtenant to or
         affecting the Real Property, (ii) any fee, tax or charge


                                      -77-
<PAGE>

         imposed by any Government Authority for any vaults, vault space or
         other space within or outside the boundaries of the Real Property,
         (iii) any assessments levied after the date of this Lease for public
         benefits to the Real Property or the Building or Building No. 2); and
         (iv) franchise taxes; provided that if, because of any change in the
         taxation of real estate, any other tax or assessment, however
         denominated (including, without limitation, any profit, sales, use,
         occupancy, gross receipts or rental tax) is imposed upon Landlord or
         the owner of the Real Property or the Building or Building No. 2, or
         the occupancy, rents or income therefrom, in substitution for any of
         the foregoing Taxes or for an increase in any of the foregoing Taxes,
         such other tax or assessment shall be deemed part of Taxes computed as
         if Landlord's sole asset were the Real Property. With respect to any
         Tax Year, all expenses, including attorneys' fees and disbursements and
         experts' and other witnesses' fees, incurred in contesting the validity
         or amount of any Taxes or in obtaining a refund of Taxes shall be
         considered as part of the Taxes for such Tax Year. Anything contained
         herein to the contrary notwithstanding, Taxes shall not be deemed to
         include (a) any federal taxes on Landlord's income, (b) estate or
         inheritance taxes, or (c) any similar taxes imposed on Landlord, unless
         such taxes are levied, assessed or imposed as a substitute for the
         whole or any part of, or as a substitute for an increase in, the taxes,
         assessments, levies, fees, charges and impositions that now constitute
         Taxes. In the event that the Real Property and the Adjacent Property
         are assessed together for ad valorem taxes, then for so long as there
         are no additions or expansions which result in increase in size of the
         exterior walls of the buildings on the Real Property or Adjacent
         Property, no additional buildings constructed on the Real Property or
         Adjacent Property, and no additional parking facilities or structures
         constructed on the Real Property or Adjacent Property (collectively,
         the "Additional Taxable Improvements"), the parties stipulate and agree
         that eighty-nine percent (89%) of the ad valorem real estate taxes
         imposed on the Real Property and Adjacent Property shall be "Taxes"
         within the meaning of this Lease, attributable to the Real Property.
         Upon the construction of Additional Taxable Improvements on the Real
         Property or Adjacent Property (provided that they are assessed
         together), the parties shall make an equitable adjustment to the
         foregoing stipulated percentage to account for any increase in
         assessment resulting from such Additional Taxable Improvements.


                                      -78-
<PAGE>

         Section 3.2. (a) Tenant shall pay as Escalation Rent for each Tax Year,
an amount ("Tenant's Tax Payment") equal to Tenant's Share of the amount by
which the Taxes for such Tax Year are greater than the Base Tax Factor. Tenant's
Tax Payment shall be payable by Tenant to Landlord in twelve (12) equal monthly
installments (subject to the further provisions of this Section 3.2), the first
of which shall be due within ten (10) days after receipt of a Landlord's Tax
Statement, regardless of whether such Landlord's Tax Statement is received prior
to, on or after the first day of such Tax Year and the remaining installments
shall be due on the first day of each month thereafter. If there is any increase
in Taxes for any Tax Year, whether during or after such Tax Year, or if there is
any decrease in the Taxes for any Tax Year during such Tax Year, Landlord shall
furnish a revised Landlord's Tax Statement for any Tax Year affected, and
Tenant's Tax Payment for such Tax Year shall be adjusted and, (a) within ten
(10) days after Tenant's receipt of such revised Landlord's Tax Statement,
Tenant shall (with respect to any increase in Taxes for such Tax Year) pay the
appropriate increase in Tenant's Tax Payment to Landlord, or (b) (with respect
to any decrease in Taxes for such Tax Year) Landlord shall promptly, at its
election, either credit such decrease in Tenant's Tax Payment against the next
installment of Rental payable by Tenant or refund the amount of such decrease by
check to the order of Tenant or, if at the end of the Term, there shall not be
any further installments of Rental remaining against which Landlord can credit
any decrease in Taxes due Tenant, Landlord shall deliver to Tenant Landlord's
check in the amount of the refund due Tenant within thirty (30) days after
Landlord's receipt of any refund. If, during the Term, Taxes are required to be
paid (either to the appropriate taxing authorities or as tax escrow payments to
the Lessor or the Mortgagee), in full or in quarterly or other installments on
any other date or dates than as presently required, then Tenant's Tax Payments
shall be correspondingly accelerated or revised so that Tenant's Tax Payments
are due at least thirty (30) days prior to the date payments are due to the
taxing authorities, the Lessor or the Mortgagee. The benefit of any discount for
any early payment or prepayment of Taxes shall accrue solely to the benefit of
Landlord and Taxes shall be computed without subtracting such discount.

         (b) (i) Except as provided in Section 3.2(b)(ii) below, only Landlord
         shall be eligible to institute tax reduction or other proceedings to
         reduce Taxes. If, after a Landlord's Tax Statement has been sent to
         Tenant, a refund


                                      -79-
<PAGE>

         of Taxes is actually received by or on behalf of Landlord, then,
         promptly after receipt of such refund, Landlord shall send Tenant a
         Landlord's Tax Statement adjusting the Taxes for such Tax Year (taking
         into account Landlord's expenses therefor) and setting forth Tenant's
         Share of such refund, and Tenant shall be entitled to receive such
         amount by way of a credit against the Escalation Rent; provided,
         however, that Tenant's Share of such refund shall be limited to the
         amount of Tenant's Tax Payment, if any, which Tenant had theretofore
         paid to Landlord attributable to increases in Taxes for the Tax Year to
         which the refund is applicable.

                  (ii) In the event Landlord does not contest any increase in ad
         valorem Taxes applicable to the Real Property, Tenant, at its sole cost
         and expense, shall have the right to contest any such increase and
         shall keep Landlord informed of the steps being taken. Landlord agrees
         to fully cooperate with Tenant in prosecuting any appeal taken by
         Tenant as a result of such increase, at no cost or expense to Landlord.
         During the pendency of any such contest, Tenant shall take all actions
         required to prevent the execution/enforcement by the taxing authorities
         of any rights against Landlord and/or the Real Property. All Escalation
         Rent charged by Landlord shall be paid by Tenant during the pendency of
         any such action. If, after a Landlord's Tax Statement has been sent to
         Tenant, a refund of Taxes is actually received as a result of a contest
         made by Tenant, then, promptly after receipt of such refund, Landlord
         shall send Tenant a Landlord's Tax Statement adjusting the Taxes for
         such Tax Year and setting forth Tenant's Share of such refund, and
         Tenant shall be entitled to receive such amount by way of a credit
         against the Escalation Rent; provided, however, that Tenant's Share of
         such refund shall be limited to the amount of Tenant's Tax Payment, if
         any, which Tenant had theretofore paid to Landlord attributable to
         increases in Taxes for the Tax Year to which the refund is applicable.

         (c) Tenant's Tax Payment and any credits with respect thereto as
provided in this Section 3.2 shall be made as provided in this Section 3.2
regardless of the fact that Tenant may be exempt, in whole or in part, from the
payment of any taxes by reason of Tenant's tax exempt status or for any other
reason whatsoever.

         (d) Tenant shall pay to Landlord within thirty (30) days after demand
as Additional Rent any occupancy tax or rent tax now


                                      -80-
<PAGE>

in effect or hereafter enacted, if payable by Landlord in the first instance or
hereafter required to be paid by Landlord.

         (e) Each Landlord's Tax Statement furnished by Landlord with respect to
Tenant's Tax Payment shall be accompanied by a copy of the real estate tax bill
or bills for the Tax Year referred to therein, but Landlord shall have no
obligation to deliver more than one such copy of the real estate tax bill or
bills in respect of any Tax Year, and Landlord's failure to deliver such copy
shall not affect Tenant's obligations as to amount or due date(s) thereof.

         (f) If the Base Tax Factor subsequently shall be adjusted, corrected or
reduced whether as the result of protest, by means of agreement or as the result
of legal proceedings, the Base Tax Factor for the purpose of computing any
Additional Rent Payable pursuant to this Article shall be the Base Tax Factor as
so adjusted, corrected or reduced. Until the Base Tax is so adjusted, corrected
or reduced, if ever, Tenant shall pay Additional Rent hereunder based upon the
unadjusted, uncorrected or unreduced Base Tax Factor and upon such adjustment,
correction or reduction occurring, any Additional Rent payable by Tenant prior
to the date of such occurrence shall be recomputed and Tenant shall pay to
Landlord any Escalation Rent found due by such recomputation within thirty (30)
days after being billed therefor (which bill shall set forth in reasonable
detail the pertinent data causing and comprising such recomputation).

         (g) If the Commencement Date or the Expiration Date occurs on a date
other than January 1 or December 31, respectively, any Tenant's Tax Payment
under this Article 3 for the Tax Year in which such Commencement Date or
Expiration Date occurs shall be apportioned in that percentage which the number
of days in the period from the Commencement Date to December 31 or from January
1 to the Expiration Date, as the case may be, both inclusive, bears to the total
number of days in such Tax Year. If the Commencement Date or the Expiration Date
occurs on a date other than January 1 or December 31, respectively, any Tenant's
Operating Payment under this Article 3 for the Operating Year in which such
Commencement Date or Expiration Date occurs shall be apportioned in that
percentage which the number of days in the period from the Commencement Date to
December 31 or from January 1 to the Expiration Date, as the case may be, both
inclusive, bears to the total number of days in such Operating Year. In the
event of a termination of this Lease, any Escalation Rent under this Article 3
shall be paid or adjusted within thirty (30) days after submission of a
Landlord's Statement. The rights and


                                      -81-
<PAGE>

obligations of Landlord and Tenant under the provisions of Article 3 with
respect to any Escalation Rent shall survive for a period of six (6) months
after the end of the calendar year in which the Expiration Date falls.

         Section 3.3. (a) Tenant shall pay as Escalation Rent for each Operating
Year an amount ("Tenant's Operating Payment") equal to Tenant's Share of the
amount by which Operating Expenses for such Operating Year are greater than the
Base Operating Factor.

         (b) Landlord shall furnish to Tenant, with respect to each Operating
Year, a Landlord's Operating Statement setting forth Landlord's estimate of
Tenant's Operating Payment for such Operating Year ("Tenant's Projected
Operating Share"). Tenant shall pay to Landlord on the first day of each month
during such Operating Year, as Escalation Rent, an amount equal to one-twelfth
(1/12) of Tenant's Projected Operating Share for such Operating Year. If,
however, Landlord furnishes any such Landlord's Operating Statement for an
Operating Year subsequent to the commencement of such Operating Year, then (a)
until the first day of the month following the month in which such Landlord's
Operating Statement is furnished to Tenant, Tenant shall pay to Landlord on the
first day of each month an amount equal to the monthly sum payable by Tenant to
Landlord under this Section 3.3 in respect of the last month of the preceding
Operating Year; (b) after such Landlord's Operating Statement is furnished to
Tenant or together therewith, Landlord shall give notice to Tenant stating
whether the installments of Tenant's Projected Operating Share previously made
for such Operating Year were greater or less than the installments of Tenant's
Projected Operating Share to be made for such Operating Year in accordance with
such estimate, and (i) if there is a deficiency, Tenant shall pay the amount
thereof within thirty (30) days after demand therefor, or (ii) if there was an
overpayment, Landlord shall credit the amount thereof against subsequent
payments of Rental or, if at the end of the Term there shall not be any further
installments of Rental remaining against which Landlord can credit any such
overpayment due Tenant, Landlord shall deliver to Tenant Landlord's check in the
amount of the refund due Tenant within thirty (30) days after Tenant shall first
be entitled to a credit for the overpayment of Operating Expenses; and (c) on
the first day of the month following the month in which such Landlord's
Operating Statement is furnished to Tenant, and monthly thereafter throughout
the remainder of such Operating Year, Tenant shall pay to Landlord an amount
equal to one-twelfth (1/12) of Tenant's Projected Operating Share shown in such


                                      -82-
<PAGE>

Landlord's Operating Statement. Landlord shall furnish to Tenant a revised
Landlord's Operating Statement with a new estimate of Tenant's Projected
Operating Share for such Operating Year and, in such case, Tenant's Projected
Operating Share for such Operating Year shall be adjusted and paid or credited,
as the case may be, substantially in the same manner as provided in the
preceding sentence.

         (c) After the end of each Operating Year, Landlord shall furnish to
Tenant a Landlord's Operating Statement for such Operating Year. Each such
year-end Landlord's Operating Statement shall be accompanied by a computation of
Operating Expenses prepared by the Manager or a certified public accountant
designated by Landlord from which Landlord shall make the computation of
Escalation Rent due in respect of Operating Expenses hereunder. In making
computations of Operating Expenses, the certified public accountant or the
Manager may rely on Landlord's reasonable estimates and allocations whenever
said estimates and allocations are needed for this Article 3. If the Landlord's
Operating Statement shows that the sums paid by Tenant under Section 3.3(B)
exceeded Tenant's Operating Payments required to be paid by Tenant for such
Operating Year, Landlord shall credit the amount of such excess against
subsequent payments of Rental or, if at the end of the Term there shall not be
any further installments of Rental remaining against which Landlord can credit
any such overpayments due Tenant, Landlord shall promptly deliver to Tenant
Landlord's check in the amount of the refund due Tenant within thirty (30) days
after Tenant shall first be entitled to a credit for the overpayment of
Operating Expenses; and if the Landlord's Operating Statement for such Operating
Year shows that the sums so paid by Tenant were less than Tenant's Operating
Payment due for such Operating Year, Tenant shall pay the amount of such
deficiency within thirty (30) days after demand therefor.

         (d) In addition, Tenant shall pay to the appropriate taxing authority,
as and when due, any and all taxes due with respect to Tenant's personal
property and/or leasehold interest in the Premises.

         Section 3.4. Landlord's failure to render any Landlord's Statement with
respect to any Tax Year or Operating Year shall not prejudice Landlord's right
thereafter to render a Landlord's Statement with respect thereto or with respect
to any subsequent Tax Year or Operating Year, as the case may be, nor shall the
rendering of a Landlord's Statement prejudice Landlord's right


                                      -83-
<PAGE>

thereafter to render a corrected Landlord's Statement for that Tax Year or
Operating Year.

         Section 3.5. Any Landlord's Statement sent to Tenant shall be
conclusively binding upon Tenant unless, within thirty (30) days after such
Landlord's Statement is sent, Tenant shall send a written notice to Landlord
objecting to such Landlord's Statement and specifying, to the extent reasonably
practicable, the respects in which such Landlord's Statement is disputed. If
Tenant shall send such notice with respect to a Landlord's Statement, Tenant may
select and pay an independent certified public accountant or a member of an
independent firm which is engaged in the business of auditing lease escalation
clauses (an "Approved Examiner") provided that such Approved Examiner is not and
has not during the Term been affiliated with, a shareholder in, an officer,
director, partner, or employee of, any Manager during the Term or the Manager
named in this Lease, and such Approved Examiner may examine Landlord's books and
records relating solely to disputed aspects of the Operating Expenses to
determine the accuracy of Landlord's Operating Statement. Tenant recognizes the
confidential nature of Landlord's books and records, and agrees that any
information obtained by an Approved Examiner during any examination shall be
maintained in strict confidence by such Approved Examiner, without revealing
same to any Person except Tenant. If, after such examination, such Approved
Examiner shall dispute such Landlord's Operating Statement, either party may
refer the decision of the issues raised to a reputable independent firm of
certified public accountants, selected by Landlord and approved by Tenant, which
approval shall not be unreasonably withheld or delayed, and the decision of such
accountants shall be conclusively binding upon the parties. The fees and
expenses involved in resolving such dispute shall be borne by Tenant, unless the
final determination is that Landlord's Statement overstated Operating Expenses
by more than five percent (5%), in which case Landlord shall pay the reasonable
fees and expenses involved in resolving the dispute. Notwithstanding the giving
of such notice by Tenant, and pending the resolution of any such dispute, Tenant
shall pay to Landlord when due the amount shown on any such Landlord's
Statement, as provided in this Article 3. Tenant shall pay the amount of any
underpayment to Landlord and Landlord shall refund the amount of any overpayment
to Tenant, within thirty (30) days after resolution of such dispute (and if
Landlord fails to refund such overpayment to Tenant, Tenant shall be entitled to
offset the same against future payments of Additional Rent).


                                      -84-
<PAGE>

                                   ARTICLE IV

                                USE AND OCCUPANCY

         Section 4.1. Tenant shall use and occupy the Premises for the Permitted
Use and for no other purpose. Tenant and Tenant's use of the Premises shall
comply in all respects with the Restrictive Covenants; and Tenant shall
indemnify Landlord against any loss, cost or damage (including costs of defense
and reasonable attorney fees) arising as a result of the failure of the Tenant
or Tenant's use of the Premises to so comply. Tenant covenants and agrees that
in no event and under no circumstances shall the Office Use within the Building
exceed forty-six thousand seven hundred sixty-three (46,763) square feet unless
Landlord and Tenant otherwise agree in a writing signed by them; and if the
Office Use within the Building shall ever exceed said square footage, Tenant
shall diligently take steps to remove area within the Building from Office Use
in order that Tenant shall be in compliance with the foregoing provisions.

         Section 4.2. Tenant shall not use the Premises or any part thereof, or
permit the Premises or any part thereof to be used, (1) for the business of
photographic, multilith or multigraph reproductions or offset printing (other
than those which are ancillary to an otherwise Permitted Use), (2) for an
off-the-street retail commercial banking, thrift institution, loan company,
trust company, depository or safe deposit business accepting deposits from the
general public, (3) for the off-the-street retail sale of travelers checks,
money orders, drafts, foreign exchange or letters of credit or for the receipt
of money for transmission, (4) by the United States government, the state or
local government, or any agency or department of any of the foregoing having or
asserting sovereign immunity, (5) for the preparation, dispensing or consumption
of food or beverages in any manner whatsoever, except for the preparation,
dispensing and consumption of food by Tenant's employees who work in the
Premises and not for the sale of food to any Persons other than such employees,
(6) as an employment agency, daycare facility (other than as a self-operated
facility for use only by Tenant's employees), labor union, school, or vocational
training center (except for the training of employees of Tenant intended to be
employed at the Premises), (7) as a barber shop, beauty salon or manicure shop,
(8) for product display activities (such as those of a manufacturer's
representative), (9) as offices of any public utility company, (10) for health
care activities, (11) for clerical support services or offices of public
stenographers or typists (other than those which are ancillary to an otherwise


                                      -85-
<PAGE>

Permitted Use), (12) as reservation or call centers, (13) for retail or
manufacturing use, (14) as studios for radio, television or other media, or (15)
any use which extends the hours of use or operations in the Premises (other than
infrequently or sporadically) beyond the Operating Hours. Furthermore, the
Premises shall not be used for any purpose that would, in Landlord's reasonable
judgment, tend to lower the first-class character of the Building, create
unreasonable or excessive elevator or floor loads, violate the certificate of
occupancy of the Building, materially impair or interfere with any of the
Building operations or the proper and economic heating, air-conditioning,
cleaning or any other services of the Building, materially interfere with the
use of the other areas of the Building by any other tenants, or materially
impair the appearance of the Building.

                                    ARTICLE V

                                   ALTERATIONS

         Section 5.1. (a) Except as otherwise set out in Section 5.1(f), Tenant
shall not make or permit to be made any Alterations without Landlord's prior
written consent. Reference is made to Exhibit "G" hereto, which contains the
Tenant Design and Construction Standards applicable to the Building, which is
incorporated by reference in this Lease. Landlord reserves the right to make
reasonable changes and additions thereto.

         (b) (1) Prior to making any such Alterations, Tenant shall (i) submit
         to Landlord two (2) sets of detailed plans and specifications
         (including layout, architectural, electrical, mechanical and structural
         drawings) that comply with all Requirements for each proposed
         Alteration, and Tenant shall not commence any such Alteration without
         first obtaining Landlord's approval of such plans and specifications,
         which approval shall not be unreasonably withheld or delayed, (ii) at
         Tenant's expense, obtain all permits, approvals and certificates
         required by any Governmental Authorities, and (iii) furnish to Landlord
         duplicate original policies or certificates thereof of worker's
         compensation insurance (covering all persons to be employed by Tenant,
         and Tenant's contractors and subcontractors, in connection with such
         Alteration) and commercial general liability insurance (including
         premises operation, bodily injury, personal injury, death, independent
         contractors, products and completed operations, broad form contractual
         liability and broad form property damage coverages) in such form, with
         such companies, for such periods and in such amounts as


                                      -86-
<PAGE>

         Landlord may reasonably approve, naming Landlord and its agents, any
         Lessor and any Mortgagee, as additional insureds. Upon completion of
         such Alteration, Tenant, at Tenant's expense, shall obtain certificates
         of final approval of such Alterations required by any Governmental
         Authority and shall furnish Landlord with copies thereof, together with
         the "as built" plans and specifications for such Alterations. All
         Alterations shall be made and performed in accordance with the plans
         and specifications therefor as approved by Landlord, all Requirements,
         Restrictive Covenants, and the Rules and Regulations. All materials and
         equipment to be incorporated in the Premises as a result of any
         Alterations shall be first quality and no such materials or equipment
         shall be subject to any lien, encumbrance, chattel mortgage, title
         retention or security agreement. In addition, any such Alteration for
         which the cost of labor and materials (as estimated by Landlord's
         architect, engineer or contractor) is in excess of Seventy-Five
         Thousand Dollars ($75,000.00), either individually or in the aggregate
         with any other Alteration constructed in any twelve (12) month period,
         shall be performed only under the supervision of a licensed architect
         satisfactory to Landlord.

                  (2) Landlord reserves the right to disapprove any plans and
         specifications in whole or in part, to reserve approval of items shown
         thereon pending its review and approval of other plans and
         specifications, and to condition its approval upon Tenant making
         revisions to the plans and specifications or supplying additional
         information; provided, however, that Landlord shall be reasonable in
         its exercise of these rights. Additionally, Landlord shall be deemed to
         have approved Tenant's plans and specifications if Landlord fails to
         respond to Tenant's plans and specifications within fifteen (15) days
         of Landlord's receipt thereof. Tenant agrees that any review or
         approval by Landlord of any plans and/or specifications with respect to
         any Alteration is solely for Landlord's benefit, and without any
         representation or warranty whatsoever to Tenant or any other Person
         with respect to the adequacy, correctness or sufficiency thereof or
         with respect to Requirements, Restrictive Covenants or otherwise.

         (c) Alterations shall be performed at Tenant's expense and at such
times and in such manner as Landlord may from time to time reasonably designate,
unless, at the time of the Alterations, Tenant is the only occupant of the
Building and


                                      -87-
<PAGE>

Building No. 2, in which event, Tenant may control the times and manner (but
always in accordance with all Requirements) to perform the Alterations. All
Alterations shall become a part of the Building and shall be Landlord's property
from and after the installation thereof and may not be removed or changed
without Landlord's consent. Notwithstanding the foregoing, however, Landlord,
upon notice given at least sixty (60) days prior to the Expiration Date or upon
such shorter notice as is reasonable under the circumstances upon the earlier
expiration of the Term, may require Tenant to remove any specified Alterations
(other than those comprising part of Building Standard Condition) and to repair
and restore in a good and workmanlike manner to Building Standard Condition
(reasonable wear and tear excepted) any damage to the Premises or the Building
caused by such removal. All Tenant's Property shall remain the property of
Tenant and, unless Landlord and Tenant shall agree otherwise, on or before the
Expiration Date shall, at Tenant's cost, be removed from the Premises by Tenant,
and Tenant shall repair and restore in a good and workmanlike manner to Building
Standard Condition (reasonable wear and tear excepted) any damage to the
Premises or the Building caused by such removal. The provisions of this Section
5.1(c) shall survive the expiration or earlier termination of this Lease.

         (d) (1) All Alterations shall be performed, at Tenant's sole cost and
         expense, by contractors, subcontractors or mechanics approved by
         Landlord in Landlord's reasonable discretion.

                  (2) Notwithstanding the foregoing, with respect to any
         Alteration affecting any Building Systems, (i) Tenant, if required by
         Landlord, shall employ Landlord's or the Manager's designated
         contractor, and (ii) the Alteration shall, if required by Landlord, at
         Tenant's expense, be designed by either Landlord's or the Manager's
         engineer.

         (e) (1) Any mechanic's lien filed against the Premises or the Real
         Property for work claimed to have been done for, or materials claimed
         to have been furnished to, Tenant shall be canceled or discharged by
         Tenant, at Tenant's expense, within twenty (20) days after such lien
         shall be filed, by payment or filing of the bond required by law, and
         Tenant shall indemnify and hold Landlord harmless from and against any
         and all costs, expenses, claims, losses or damages resulting therefrom
         by reason thereof.


                                      -88-
<PAGE>

                  (2) If Tenant shall fail to discharge such mechanic's lien
         within the aforesaid period, then, in addition to any other right or
         remedy of Landlord, Landlord may, but shall not be obligated to,
         discharge the same either by paying the amount claimed to be due or by
         procuring the discharge of such lien by deposit in court or bonding,
         and in any such event, Landlord shall be entitled, if Landlord so
         elects, to compel the prosecution of an action for the foreclosure of
         such mechanic's lien by the lienor and to pay the amount of the
         judgment, if any, in favor of the lienor, with interest, costs and
         allowances.

                  (3) Any amount paid by Landlord for any of the aforesaid
         charges and for all expenses of Landlord (including, but not limited
         to, attorneys' fees and disbursements) incurred in defending any such
         action, discharging said lien or in procuring the discharge of said
         lien, with interest on all such amounts at the maximum legal rate of
         interest then chargeable to Tenant from the date of payment, shall be
         repaid by Tenant within ten (10) days after written demand therefor,
         and all amounts so repayable, together with such interest, shall be
         considered Additional Rent.

         (f) Notwithstanding anything to the contrary set forth in this
         Article V, Tenant, without Landlord's consent, is permitted to make
         Alterations to the Premises which relate only to the cosmetic
         appearance, nonstructural components, and/or non-load-bearing
         portions of the Premises (and which do not affect the structural
         and/or load-bearing elements of the Building or the Building
         Systems), provided such Alterations do not cost, in the aggregate,
         more than Seventy-Five Thousand Dollars ($75,000.00) during any
         twelve (12) month period during the Term.

         Section 5.2. Tenant shall reimburse Landlord, within five (5) Business
Days after demand therefor, for any reasonable out-of-pocket expense incurred by
Landlord for reviewing the plans and specifications for any Alterations or
inspecting the progress of completion of the same.

         Section 5.3. Landlord, at Tenant's expense, and upon the request of
Tenant, shall join in any applications for any permits, approvals or
certificates required to be obtained by Tenant in connection with any permitted
Alteration (provided that the provisions of the applicable Requirements shall
require that Landlord join in such application) and shall otherwise cooperate
with Tenant in connection therewith, provided that Landlord shall


                                      -89-
<PAGE>

not be obligated to incur any cost or expense or liability in connection
therewith.

         Section 5.4. Tenant shall furnish to Landlord copies of records of all
Alterations and of the cost thereof within fifteen (15) days after the
completion of such Alterations.

         Section 5.5. TENANT HEREBY ACCEPTS THE PREMISES "AS IS, WHERE IS," AND
WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS OTHERWISE SET FORTH IN THIS
LEASE.

         Section 5.6. Tenant shall not, at any time prior to or during the Term,
directly or indirectly employ, or permit the employment of, any contractor,
mechanic or laborer in the Premises, whether in connection with any Alteration
or otherwise, if such employment would unreasonably interfere or cause any
unreasonable conflict with other contractors, mechanics or laborers engaged in
the construction, maintenance or operation of the Building by Landlord, Tenant
or others, or of any other property owned by Landlord. In the event of any such
unreasonable interference or conflict, Tenant, upon demand of Landlord, shall
cause all contractors, mechanics or laborers causing such interference or
conflict to leave the Building immediately.

         Section 5.7. During the course of any Alteration and any construction
by Landlord, whether on the Land or on any real property adjacent to the Land,
Landlord and Tenant shall cooperate with each other, and shall cause their
contractors and subcontractors to cooperate, so as to minimize interruption and
interference with each other's construction activities.

                                   ARTICLE VI

                                     REPAIRS

         Section 6.1. Tenant covenants to use due care in its use and occupancy
of the Premises and not to commit waste. Except as otherwise provided in this
Section 6.1, Tenant shall not be obligated to repair any Building Systems.
Tenant shall, however, at its own cost and expense, maintain and repair and, to
the extent deemed appropriate by Tenant, monitor the Security System.
Notwithstanding any provision contained in this Lease to the contrary, all
damage or injury to the Premises, and all damage or injury to any other part of
the Building, or to its fixtures, equipment and appurtenances (including
Building Systems), whether requiring structural or nonstructural repairs, caused
by the


                                      -90-
<PAGE>

moving of Tenant's Property or caused by or resulting from any act or omission
of, or Alterations made by, Tenant or Persons Within Tenant's Control, shall be
repaired by Tenant, at Tenant's sole cost and expense, to the reasonable
satisfaction of Landlord (if the required repairs are non-structural in nature
and do not affect any Building Systems), or by Landlord at Tenant's sole cost
and expense (if the required repairs are structural in nature or affect any
Building Systems). All of the aforesaid repairs shall be performed in a manner
and with materials and design of first class and quality consistent with
first-class office buildings in Memphis and shall be made in accordance with the
provisions of Article 5. If Tenant shall fail, after five (5) days notice (or
such shorter period as may be required because of an emergency), to proceed with
due diligence to make repairs required to be made by Tenant, the same may be
made by Landlord, at the expense of Tenant, and the expenses thereof incurred by
Landlord, with interest thereon at the Applicable Rate, shall be paid to
Landlord, as Additional Rent, within ten (10) days after rendition of a bill or
statement therefor. Tenant shall give Landlord prompt notice of any defective
condition in any Building Systems located in, servicing or passing through the
Premises.

         Section 6.2. Tenant shall not place a load upon any floor of the
Premises which exceeds seventy-five (75) pounds per square foot "live load."
Tenant shall not locate or move any safe, heavy machinery, heavy equipment,
business machines, freight, bulky matter or fixtures into or out of the Building
without Landlord's prior consent, which consent shall not be unreasonably
withheld, and Tenant shall make payment to Landlord of Landlord's costs in
connection therewith (if such move is not part of an Alteration). If such safe,
machinery, equipment, freight, bulky matter or fixture requires special handling
(as determined by Landlord), Tenant shall employ only persons holding a Master
Rigger's license to do said work. All work in connection therewith shall comply
with the Requirements, and shall be done during such hours as Landlord may
designate. Business machines and mechanical equipment shall be placed and
maintained by Tenant, at Tenant's expense, in settings sufficient, in Landlord's
reasonable judgment, to absorb and prevent vibration, noise and annoyance.

         Section 6.3. Landlord shall operate, maintain and make all necessary
repairs (both structural and non-structural) to the Building Systems and the
public portions of the Building, both exterior and interior, in conformance with
standards applicable to first-class office buildings in Memphis, except for
those


                                      -91-
<PAGE>

repairs for which Tenant is responsible pursuant to any other provision of this
Lease. Landlord shall use reasonable efforts to minimize interference with
Tenant's use and occupancy of the Premises in making any repairs, alterations,
additions or improvements; provided, however, that Landlord shall have no
obligation to employ contractors or labor at so-called overtime or other premium
pay rates or to incur any other overtime costs in connection with such repairs,
alterations, additions or improvements. Notwithstanding the foregoing, if Tenant
shall so request, Landlord shall employ contractors or labor at so-called
overtime or other premium pay rates or incur other overtime costs in making such
repairs, alterations, additions or improvements, provided Tenant shall pay to
Landlord, as Additional Rent, within ten (10) days after demand therefor, an
amount equal to the excess costs incurred by Landlord by reason of compliance
with Tenant's request. Except as expressly provided in this Lease, there shall
be no allowance to Tenant for a diminution of rental value and no liability on
the part of Landlord by reason of inconvenience, annoyance or injury to business
arising from Landlord, Tenant or others making, or failing to make, any repairs,
alterations, additions or improvements in or to any portion of the Building or
the Premises, or its fixtures, appurtenances or equipment.

         Section 6.4. Without abatement or diminution in rent, Landlord reserves
and shall have the following additional rights:

         1        To erect, use and maintain pipes and conduits in and through
                  the Premises; provided that all such conduits and pipes shall
                  be located behind then-existing walls, under floors or above
                  suspended ceilings and shall not interfere with the use and
                  operation of the Premises, or any equipment or facilities
                  located therein.

         2        To take any and all measures, including inspections, repairs,
                  alterations, additions and improvements to the Premises or to
                  the Building, as may be necessary or desirable for the safety,
                  protection or preservation of the Premises or the Building or
                  Landlord's interests, or as may be necessary or desirable in
                  the operation of the Building.


                                   ARTICLE VII

                              CONNECTING CORRIDORS


                                      -92-
<PAGE>

         Section 7.1 Within sixty (60) days after the Commencement Date, Tenant
shall, at its own expense, install a doorway or wall in the enclosed corridor
which leads to the building on the Adjacent Property, the design and location of
the doorway or wall to be approved by Landlord.

         Section 7.2 In the event that the Expiration Date of this Lease shall
be earlier or later than the expiration date of Tenant's lease of Building No.
2, then at such time as Tenant no longer occupies both of such buildings, Tenant
shall, at its own expense, construct a door or doors in the corridor which
connects the Building and Building No. 2, in such manner as Landlord and Tenant
shall mutually agree, to prevent access between the Building and Building No. 2.

                                  ARTICLE VIII

                               REQUIREMENTS OF LAW

         Section 8.1. Tenant shall not do, and shall not permit Persons Within
Tenant's Control to do, any act or thing in or upon the Premises or the Building
which will invalidate or be in conflict with the certificate of occupancy for
the Premises or the Building or violate any Requirements or Restrictive
Covenants. Tenant shall, at Tenant's sole cost and expense, take all action,
including making any required Alterations necessary to comply with all
Requirements (including, but not limited to, applicable terms of the Americans
With Disabilities Act of 1990 (the "ADA"), as modified and supplemented from
time to time) which shall impose any violation, order or duty upon Landlord or
Tenant arising from, or in connection with, the Premises, Tenant's occupancy,
use or manner of use of the Premises (including, without limitation, any
occupancy, use or manner of use that constitutes a "place of public
accommodation" under the ADA), or any installations by Tenant in the Premises,
or required by reason of a breach of any of Tenant's covenants or agreements
under this Lease, whether or not such Requirements shall now be in effect or
hereafter enacted or issued, and whether or not any work required shall be
ordinary or extraordinary or foreseen or unforeseen at the date hereof;
provided, however, that Landlord shall be responsible for complying with such
Requirement or Restrictive Covenant and for the cost of such compliance if and
to the extent that non-compliance arose because of the acts of Landlord.

         Section 8.2. Tenant covenants and agrees that Tenant shall, at Tenant's
sole cost and expense, comply at all times


                                      -93-
<PAGE>

with all Requirements governing the use, generation, storage, treatment and/or
disposal of any Hazardous Materials (as defined below), the presence of which
results from or in connection with the act or omission of Tenant or Persons
Within Tenant's Control or the breach of this Lease by Tenant or Persons Within
Tenant's Control. The term "Hazardous Materials" shall mean any biologically or
chemically active or other toxic or hazardous wastes, pollutants or substances,
including, without limitation, asbestos, PCBs, petroleum products and
by-products, substances defined or listed as "hazardous substances" or "toxic
substances" or similarly identified in or pursuant to the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 ET SEQ.,
and as hazardous wastes under the Resource Conservation and Recovery Act, 42
U.S.C. 6010, ET SEQ., any chemical substance or mixture regulated under the
Toxic Substance Control Act of 1976, as amended 15 U.S.C. 2601, ET SEQ., any
"toxic pollutant" under the Clean Water Act, 33 U.S.C. 466 ET SEQ., as amended,
any hazardous air pollutant under the Clean Air Act, 42 U.S.C. 7401 ET SEQ.,
hazardous materials identified in or pursuant to the Hazardous Materials
Transportation Act, 49 U.S.C. 1802, ET SEQ., and any hazardous or toxic
substances or pollutant regulated under any other Requirements. Tenant shall
agree to execute, from time to time, at Landlord's request, affidavits,
representations and the like concerning Tenant's best knowledge and belief
regarding the presence of Hazardous Materials in, on, under or about the
Premises, the Building or the Land. Tenant shall indemnify and hold harmless all
Indemnitees from and against any loss, cost, damage, liability or expense
(including attorneys' fees and disbursements) arising by reason of any clean up,
removal, remediation, detoxification action or any other activity required or
recommended of any Indemnitees by any Governmental Authority by reason of the
presence in or about the Building or the Premises of any Hazardous Materials, as
a result of or in connection with the act or omission of Tenant or Persons
Within Tenant's Control or the breach of this Lease by Tenant or Persons Within
Tenant's Control. The foregoing covenants and indemnity shall survive the
expiration or any termination of this Lease.

         Section 8.3. If Tenant shall receive notice of any violation of, or
defaults under, any Requirements, liens or other encumbrances applicable to the
Premises, Tenant shall give prompt notice thereof to Landlord.

         Section 8.4. If any governmental license or permit shall be required
for the proper and lawful conduct of Tenant's business and if the failure to
secure such license or permit


                                      -94-
<PAGE>

would, in any way, affect Landlord or the Building, then Tenant, at Tenant's
expense, shall promptly procure and thereafter maintain, submit for inspection
by Landlord, and at all times comply with the terms and conditions of, each such
license or permit.

         Section 8.5. Tenant, at Tenant's sole cost and expense and after notice
to Landlord, may contest, by appropriate proceedings prosecuted diligently and
in good faith, the legality or applicability of any Requirement affecting the
Premises provided that: (a) neither Landlord nor any Indemnitees shall be
subject to criminal penalties, nor shall the Real Property or any part thereof
be subject to being condemned or vacated, nor shall the certificate of occupancy
for the Premises or the Building be suspended or threatened to be suspended, by
reason of non-compliance or by reason of such contest; (b) before the
commencement of such contest, if Landlord or any Indemnitees may be subject to
any civil fines or penalties or if Landlord may be liable to any independent
third party as a result of such non-compliance, then Tenant shall furnish to
Landlord either (i) a bond of a surety company satisfactory to Landlord, in form
and substance reasonably satisfactory to Landlord, and in an amount at least
equal to Landlord's estimate of the sum of (A) the cost of such compliance, (B)
the penalties or fines that may accrue by reason of such non-compliance (as
reasonably estimated by Landlord) and (C) the amount of such liability to
independent third parties, and shall indemnify Landlord (and any Indemnitees)
against the cost of such compliance and liability resulting from or incurred in
connection with such contest or non-compliance; or (ii) other security
satisfactory in all respects to Landlord; (c) such non-compliance or contest
shall not constitute or result in a violation (either with the giving of notice
or the passage of time or both) of the terms of any Mortgage, or if such
Mortgage conditions such non-compliance or contest upon the taking of action or
furnishing of security by Landlord, such action shall be taken or such security
shall be furnished at the expense of Tenant; and (d) Tenant shall keep Landlord
regularly advised as to the status of such proceedings.

                                   ARTICLE IX

                                  SUBORDINATION

         Section 9.1. This Lease shall be subject and subordinate to each
Mortgage, whether made prior to or after the execution of this Lease, and to all
renewals, extensions, supplements, amendments, modifications, consolidations and
replacements


                                      -95-
<PAGE>

thereof or thereto, substitutions therefor, and advances made thereunder. This
clause shall be self-operative and no further agreement of subordination shall
be required to make the interest of any Lessor or Mortgagee superior to the
interest of Tenant hereunder. In confirmation of such subordination, however,
Tenant shall promptly execute and deliver, at its own cost and expense, any
document, in recordable form if requested, that Landlord, any Lessor or any
Mortgagee may request to evidence such subordination. Tenant shall not do
anything that would constitute a default under any Mortgage, or omit to do
anything that Tenant is obligated to do under the terms of this Lease so as to
cause Landlord to be in default thereunder. If, in connection with the financing
of the Real Property or the Building, any lending institution or Lessor, as the
case may be, requests reasonable modifications of this Lease that do not
increase rent or change the Term of this Lease, or materially and adversely
affect the rights or obligations of Tenant under this Lease, Tenant shall make
such modifications.

         Section 9.2. If, at any time prior to the expiration of the Term, any
Mortgagee comes into possession of the Real Property or the Building by receiver
or otherwise, Tenant agrees, at the election and upon demand of any owner of the
Real Property or the Building, or of any Mortgagee in possession of the Real
Property or the Building, to attorn, from time to time, to any such owner or
Mortgagee or any person acquiring the interest of Landlord as a result of any
such termination, or as a result of a foreclosure of the Mortgage or the
granting of a deed in lieu of foreclosure, upon the then executory terms and
conditions of this Lease (except as provided below), for the remainder of the
Term, provided that such owner or Mortgagee, as the case may be, or receiver
caused to be appointed by any of the foregoing, is then entitled to possession
of the Premises. Any such attornment shall be made upon the condition that no
such owner or Mortgagee shall be:

                           1. liable for any act or omission of any prior
         landlord (including, without limitation, the then defaulting landlord);
         or

                           2. subject to any defense or offsets (except as
         expressly set forth in this Lease) which Tenant may have against any
         prior landlord (including, without limitation, the then defaulting
         landlord); or

                           3. bound by any payment of Rental which Tenant might
         have paid for more than the current month to any prior


                                      -96-
<PAGE>

         landlord (including, without limitation, the then defaulting landlord);
         or

                           4. bound by any obligation to make any payment to
         Tenant which was required to be made prior to the time such owner or
         Mortgagee succeeded to any prior landlord's interest; or

                           5. bound by any obligation to perform any work or to
         make improvements to the Premises except for (i) repairs and
         maintenance pursuant to the provisions of Article 6, (ii) repairs to
         the Premises or any part thereof as a result of damage by fire or other
         casualty pursuant to Article 12, but only to the extent that such
         repairs can be reasonably made from the net proceeds of any insurance
         actually made available to such owner or Mortgagee and (iii) repairs to
         the Premises as a result of a partial condemnation pursuant to Article
         13, but only to the extent that such repairs can be reasonably made
         from the net proceeds of any award made available to such owner or
         Mortgagee. The provisions of this Section 9.2 shall inure to the
         benefit of any such owner or Mortgagee, shall apply notwithstanding
         that, as a matter of law, this Lease may terminate, and shall be
         self-operative upon any such demand, and no further agreement shall be
         required to give effect to said provisions. Tenant, however, upon
         demand of any such owner or Mortgagee, shall execute, from time to
         time, agreements in confirmation of the foregoing provisions of this
         Section 9.2, satisfactory to any such owner, Lessor or Mortgagee, and
         acknowledging such attornment and setting forth the terms and
         conditions of its tenancy. Nothing contained in this Section 9.2 shall
         be construed to impair any right otherwise exercisable by any such
         owner or Mortgagee.

         Section 9.3. If requested by any Mortgagee or Landlord, Tenant shall
promptly execute and deliver, at Tenant's own cost and expense, any document in
accordance with the terms of this Article 9, in recordable form, to evidence
such subordination.

         Section 9.4. At any time and from time to time upon not less than
twenty (20) days' prior notice to Tenant or Landlord given by the other, or to
Tenant given by a Mortgagee, Tenant or Landlord, as the case may be, shall,
without charge, execute, acknowledge and deliver a statement in writing
addressed to such party as Tenant, Landlord or Mortgagee, as the case may be,
may designate, in form satisfactory to Tenant, Landlord or Mortgagee,


                                      -97-
<PAGE>

as the case may be, certifying all or any of the following: (i) that this Lease
is unmodified and in full force and effect (or if there have been modifications,
that this Lease is in full force and effect as modified and stating the
modifications); (ii) whether the Term has commenced and Fixed Rent and
Additional Rent have become payable hereunder and, if so, the dates to which
they have been paid; (iii) whether or not, to the best knowledge of the signer
of such certificate, Landlord is in default in performance of any of the terms
of this Lease and, if so, specifying each such event of default of which the
signer may have knowledge; (iv) whether Tenant has accepted possession of the
Premises; (v) whether Tenant has made any claim against Landlord under this
Lease and, if so, the nature thereof and the dollar amount, if any, of such
claim; (vi) either that Tenant does not know of any default in the performance
of any provision of this Lease or specifying the details of any default of which
Tenant may have knowledge and stating what action Tenant is taking or proposes
to take with respect thereto; (vii) that, to the knowledge of Tenant, there are
no proceedings pending or threatened against Tenant before or by any court or
administrative agency which, if adversely decided, would materially and
adversely affect the financial condition or operations of Tenant or, if any such
proceedings are pending or threatened to the knowledge of Tenant, specifying and
describing the same; and (viii) such further information with respect to the
Lease or the Premises as Landlord may reasonably request or Mortgagee may
require; it being intended that any such statement delivered pursuant hereto may
be relied upon by any prospective purchaser of the Real Property or any part
thereof or of the interest of Landlord in any part thereof, by any Mortgagee or
prospective Mortgagee, by any tenant or prospective tenant of the Real Property
or any part thereof, or by any prospective assignee of any Mortgage or by any
assignee of Tenant.

         The failure of either Tenant or Landlord to execute, acknowledge and
deliver to the other a statement in accordance with the provisions of this
Section 9.4 within said twenty (20) day period shall constitute an
acknowledgment by Tenant or Landlord, as the case may be, which may be relied on
by any person who would be entitled to rely upon any such statement, that such
statement as submitted by Landlord or Tenant, as the case may be, is true and
correct.

         Section 9.5. As long as any Mortgage exists, Tenant shall not seek to
terminate this Lease by reason of any act or omission of Landlord until Tenant
has given written notice of such act or omission to all Mortgagees at such
addresses as may have been


                                      -98-
<PAGE>

furnished to Tenant by such Mortgagees and, if any such Mortgagee notifies
Tenant within thirty (30) days following receipt of such notice that it intends
to remedy such act or omission, Mortgagee shall have a reasonable period of time
to remedy such act or omission.

                                    ARTICLE X

                              RULES AND REGULATIONS

         Section 10.1. Tenant and Persons Within Tenant's Control shall comply
with Exhibit "C," "Rules and Regulations." Nothing contained in this Lease shall
be construed to impose upon Landlord any duty or obligation to enforce the Rules
and Regulations or the terms, covenants or conditions in any other lease against
any other tenant, and Landlord shall not be liable to Tenant for violation of
the same by any other tenant, its employees, agents, visitors or licensees.
Landlord shall not discriminate against Tenant in enforcing the Rules and
Regulations. In case of any conflict or inconsistency between the provisions of
this Lease and of any of the Rules and Regulations as originally or as
hereinafter adopted, the provisions of this Lease shall control.

                                   ARTICLE XI

                INSURANCE, PROPERTY LOSS OR DAMAGE, REIMBURSEMENT

         Section 11.1. (a) Tenant shall not entrust any property to any Building
employee. Any Building employee to whom any property is entrusted by or on
behalf of Tenant in violation of the foregoing prohibition shall be deemed to be
acting as Tenant's agent with respect to such property and neither Landlord nor
its agents shall be liable for any damage to property of Tenant or of others
entrusted to employees of the Building, nor for the loss of or damage to any
property of Tenant by theft or otherwise. Landlord and Landlord's agents shall
not be liable for any damage to any of Tenant's Property or for interruption of
Tenant's business, however caused, including but not limited to damage caused by
other tenants or persons in the Building. Landlord shall not be liable for any
latent defect in the Premises or in the Building.

         (b) Tenant shall give notice to Landlord promptly after Tenant learns
of any accident, emergency or occurrence for which Landlord might be liable,
fire or other casualty and all damages to or defects in the Premises or the
Building for the repair of


                                      -99-
<PAGE>

which Landlord might be responsible or which constitutes Landlord's property.
Such notice shall be given by telecopy or personal delivery to the address(es)
of Landlord in effect for notice.

         Section 11.2. Tenant shall not do or permit to be done any act or thing
in or upon the Premises which will invalidate or be in conflict with the terms
of the State of Tennessee standard policies of fire insurance and liability
(hereinafter referred to as "Building Insurance"); and Tenant, at Tenant's own
expense, shall comply with all rules, orders, regulations and requirements of
all insurance boards, and shall not do or permit anything to be done in or upon
the Premises or bring or keep anything therein or use the Premises in a manner
which increases the rate of premium for any of the Building Insurance over the
rate in effect at the commencement of the Term of this Lease.

         Section 11.3. If by reason of any failure of Tenant to comply with the
provisions of this Lease, the rate of premium for Building Insurance or other
insurance on the property and equipment of Landlord shall increase, Tenant shall
reimburse Landlord for that part of the insurance premiums thereafter paid by
Landlord which shall have been charged because of such failure by Tenant. Tenant
shall make said reimbursement on the first day of the month following such
payment by Landlord.

         Section 11.4. (a) At Tenant's own cost and expense, Tenant shall
obtain, maintain and keep in full force and effect during the Term commercial
general liability insurance (without deductible) in a form approved in the State
of Tennessee (including broad form property damage coverages). The limits of
liability shall be not less than Five Million Dollars ($5,000,000.00) per
occurrence, which amount may be satisfied with a primary commercial general
liability policy of not less than Two Million Dollars ($2,000,000.00) and an
excess (or "Umbrella") liability policy affording coverage, at least as broad as
that afforded by the primary commercial general liability policy, in an amount
not less than Three Million Dollars ($3,000,000.00). Landlord, the Manager, any
Lessors and any Mortgagees shall be included as additional insureds in said
policies and shall be protected against all liability arising in connection with
this Lease. All said policies of insurance shall be written as "occurrence"
policies. Whenever, in Landlord's reasonable judgment, good business practice
and changing conditions indicate a need for additional amounts or different
types of insurance coverage, Tenant shall, within ten (10) days


                                     -100-
<PAGE>

after Landlord's request, obtain such insurance coverage, at Tenant's expense.

         (b) Tenant, at Tenant's sole cost and expense, shall maintain all-risk
insurance, with deductibles in an amount reasonably satisfactory to Landlord,
protecting and indemnifying Tenant against any and all damage to or loss of any
Alterations and leasehold improvements, including any made by Landlord to
prepare the Premises for Tenant's occupancy, and Tenant's Property. All said
policies shall cover the full replacement value of all Alterations, leasehold
improvements and Tenant's Property.

         (c) All policies of insurance shall be: (i) written as primary policy
coverage and not contributing with or in excess of any coverage which Landlord
or any Lessor may carry; and (ii) issued by reputable and independent insurance
companies rated in Best's Insurance Guide or any successor thereto (or, if there
is none, an organization having a national reputation), as having a general
policyholder rating of "A" and a financial rating of at least "VII," and which
are licensed to do business in the State of Tennessee. Tenant shall, not later
than ten (10) Business Days prior to the Commencement Date, deliver to Landlord
either (a) the policies of insurance or (b) certificates thereof with a copy of
the declaration page, and shall thereafter furnish to Landlord, at least thirty
(30) days prior to the expiration of any such policies and any renewal thereof,
a new policy or certificate (with copy of the declaration page) in lieu thereof.
Each of said policies shall also contain a provision whereby the insurer agrees
not to cancel, fail to renew, diminish or materially modify said insurance
policy(ies) without having given Landlord, the Manager and any Lessors and
Mortgagees at least thirty (30) days prior written notice thereof. Tenant shall
promptly send to Landlord a copy of all notices sent to Tenant by Tenant's
insurer.

         (d) Tenant shall pay all premiums and charges for all of said policies,
and, if Tenant shall fail to make any payment when due or carry any such policy,
then after notice to Tenant, Landlord may, but shall not be obligated to, make
such payment or carry such policy, and the amount paid by Landlord, with
interest thereon (at the Applicable Rate), shall be repaid to Landlord by Tenant
on demand, and all such amounts so repayable, together with such interest, shall
be deemed to constitute Additional Rent hereunder. Payment by Landlord of any
such premium, or the carrying by Landlord of any such policy, shall not be
deemed to waive or release the default of Tenant with respect thereto.


                                     -101-
<PAGE>

         Section 11.5. (a) Landlord shall cause each policy carried by Landlord
insuring the Building against loss, damage or destruction by fire or other
casualty, and Tenant shall cause each insurance policy carried by Tenant and
insuring the Premises and Tenant's Alterations, leasehold improvements and
Tenant's Property against loss, damage or destruction by fire or other casualty,
to be written in a manner so as to provide that the insurance company waives all
rights of recovery by way of subrogation against Landlord, Tenant and any tenant
of space in the Building in connection with any loss or damage covered by any
such policy. Neither party shall be liable to the other for the amount of such
loss or damage which is in excess of the applicable deductible, if any, caused
by fire or any of the risks enumerated in its policies.

         (b) The waiver of subrogation referred to in Section 11.5(a) above
shall extend to the agents and employees of each party (including, as to
Landlord, the Manager). Nothing contained in this Section 11.5 shall be deemed
to relieve either party from any duty imposed elsewhere in this Lease to repair,
restore and rebuild.

         (c) During the Term, Landlord agrees to maintain:

                  (i) "all risk" full replacement cost property insurance on the
         Building in an amount sufficient to prevent Landlord from being deemed
         a coinsurer of the risks insured under the policy, which shall include
         customary rent loss insurance covering loss of rents from Tenant under
         this Lease and other tenants under other leases and which shall
         include, as and to the extent customarily included by prudent owners of
         comparable first class office buildings in Memphis, Tennessee, boiler
         and machinery and electrical apparatus coverage;

                  (ii) commercial general liability insurance (which may be a
         combination of primary and umbrella coverages) in an amount which
         Landlord deems appropriate; and

                  (iii) Landlord shall furnish to Tenant certificates or other
         evidence of insurance from the insurer, or, if not available from the
         insurer, then from the insurance agent, evidencing such coverage at the
         time this Lease is executed and, at Tenant's request, within thirty
         (30) days after any policy is renewed, replaced or changed.


                                     -102-
<PAGE>

                                   ARTICLE XII

                       DESTRUCTION BY FIRE OR OTHER CAUSE

         Section 12.1. If the Premises or any part thereof shall be damaged by
fire or other casualty, Tenant shall give prompt written notice thereof to
Landlord. Landlord shall, subject to the provisions of Sections 12.2 and 12.3
below, proceed with reasonable diligence within 120 days of the casualty to
repair or cause to be repaired such damage at its expense; and, if the Premises,
or any part thereof, shall be rendered untenantable by reason of such damage and
such damage shall not be due to the fault of Tenant or Persons Within Tenant's
Control, then the Fixed Rent and the Escalation Rent hereunder, or an amount
thereof apportioned on a pro rata basis according to the area of the Premises so
rendered untenantable (if less than the entire Premises shall be so rendered
untenantable), shall be abated for the period from the date of such damage to
the date when the repair of such damage shall have been substantially completed.
Tenant covenants and agrees to cooperate with Landlord and any Lessor or any
Mortgagee in their efforts to collect insurance proceeds (including rent
insurance proceeds) payable to such parties. Landlord shall not be liable for
any delay which may arise by reason of adjustment of insurance on the part of
Landlord and/or Tenant, or any cause beyond the control of Landlord or
contractors employed by Landlord.

         Section 12.2. Landlord shall not be liable for any inconvenience or
annoyance to Tenant or injury to the business of Tenant resulting in any way
from damage from fire or other casualty or the repair thereof. Tenant
understands that Landlord, in reliance upon Section 12.4, will not carry
insurance of any kind on Tenant's Property, Tenant's Alterations and on
leasehold improvements, and that Landlord shall not be obligated to repair any
damage thereto or replace the same.

                  (a) Notwithstanding anything to the contrary contained in
         Sections 12.1 and 12.2 above, in the event that:

                           (i) at least twenty-five thousand (25,000) rentable
                  square feet of the Building shall be damaged by a fire or
                  other casualty so that substantial alteration or
                  reconstruction of the Building shall, in Landlord's sole
                  opinion, be required (whether or not the Premises shall have
                  been damaged by such fire or other casualty and without regard
                  to the structural integrity of the Building); or


                                     -103-
<PAGE>

                           (ii) the Premises shall be totally or substantially
                  damaged or shall be rendered wholly or substantially
                  untenantable; or

                           (iii) there shall be any damage to the Premises
                  within the last two (2) years of the Term wherein the cost of
                  repair exceeds an amount equal to three (3) monthly
                  installments of Fixed Rent,

         then either Landlord or Tenant may terminate this Lease and the term
         and estate hereby granted, by notifying the other party in writing of
         such termination prior to commencement of work to repair the damage to
         the Premises or within one hundred twenty (120) days after the date of
         such damage, whichever first occurs. In the event that such a notice of
         termination shall be given, then this Lease and the Term and estate
         hereby granted shall expire as of the date of termination stated in
         said notice with the same effect as if that were the Fixed Expiration
         Date, and the Fixed Rent and Escalation Rent hereunder shall be
         apportioned as of such date.

         (b) Notwithstanding anything to the contrary contained in this Section
12.2, upon written request which is made by Tenant prior to commencement of work
to repair the damage to the Premises, Landlord shall deliver to Tenant an
estimate prepared by a reputable contractor selected by Landlord setting forth
such contractor's estimate as to the time reasonably required to repair such
damage. If the period to repair set forth in any such estimate exceeds nine (9)
months, Tenant may elect to terminate this Lease by notice to Landlord given not
later than thirty (30) days following Tenant's receipt of such estimate. If
Tenant exercises such election, this Lease and the term and estate hereby
granted shall expire as of the sixtieth (60th) day after notice of such election
given by Tenant with the same effect as if that were the Fixed Expiration Date,
and the Fixed Rent and Escalation Rent hereunder shall be apportioned as of such
date.

         Section 12.3. Except as may be provided in Section 11.5, nothing herein
contained shall relieve Tenant from any liability to Landlord or to Landlord's
insurers in connection with any damage to the Premises or the Building by fire
or other casualty if Tenant shall be legally liable in such respect.


                                     -104-
<PAGE>

         Section 12.4. This Lease shall be considered an express agreement
governing any case of damage to or destruction of the Building or any part
thereof by fire or other casualty.

                                  ARTICLE XIII

                                 EMINENT DOMAIN

         Section 13.1. If the whole of the Real Property, the Building or the
Premises is acquired or condemned for any public or quasi-public use or purpose,
this Lease and the Term shall end as of the date of the vesting of title with
the same effect as if said date were the Fixed Expiration Date. If only a part
of the Real Property and not the entire Premises is so acquired or condemned
then, (a) except as hereinafter provided in this Section 13.1, this Lease and
the Term shall continue in effect but, if a part of the Premises is included in
the part of the Real Property so acquired or condemned, from and after the date
of the vesting of title, the Fixed Rent and Tenant's Share shall be reduced in
the proportion which the area of the part of the Premises so acquired or
condemned bears to the total area of the Premises immediately prior to such
acquisition or condemnation; (b) whether or not the Premises are affected
thereby, Landlord, at Landlord's option, may give to Tenant, within sixty (60)
days next following the date upon which Landlord receives notice of vesting of
title, a thirty (30) day notice of termination of this Lease; and (c) if the
part of the Real Property so acquired or condemned contains more than thirty
percent (30%) of the total area of the Premises immediately prior to such
acquisition or condemnation, or if, by reason of such acquisition or
condemnation, Tenant no longer has access to the Premises, Tenant, at Tenant's
option, may give to Landlord, within sixty (60) days next following the date
upon which Tenant receives notice of vesting of title, a thirty (30) day notice
of termination of this Lease. If any such thirty (30) day notice of termination
is given, by Landlord or Tenant, this Lease and the Term shall come to an end
and expire upon the expiration of said thirty (30) days with the same effect as
if the date of expiration of said thirty (30) days were the Fixed Expiration
Date. If a part of the Premises is so acquired or condemned and this Lease and
the Term are not terminated pursuant to the foregoing provisions of this Section
13.1, Landlord, at Landlord's cost and expense, shall restore that part of the
Premises not so acquired or condemned to a self-contained rental unit, exclusive
of Tenant's Alterations and Tenant's Property. In the event of any termination
of this Lease and the Term pursuant to the provisions of this Section 13.1, the
Fixed Rent


                                     -105-
<PAGE>

shall be apportioned as of the date of the termination and any prepaid portion
of the Fixed Rent or Escalation Rent for any period after such date shall be
refunded by Landlord to Tenant.

         Section 13.2. In the event of any such acquisition or condemnation of
all or any part of the Real Property, Landlord shall be entitled to receive the
entire award for any such acquisition or condemnation. Tenant shall have no
claim against Landlord or the condemning authority for the value of any
unexpired portion of the Term and Tenant hereby expressly assigns to Landlord
all of its right in and to any such award. Nothing contained in this Section
13.2 shall be deemed to prevent Tenant from making a separate claim in any
condemnation proceedings for the value of any Tenant's Property included in such
taking, and for any moving expenses, so long as Landlord's award is not reduced
thereby.

                                   ARTICLE XIV

                     ASSIGNMENT, SUBLETTING, MORTGAGE, ETC.

         Section 14.1 Except as otherwise provided in this Article 14, Tenant
shall not (a) assign this Lease (whether by operation of law, transfers of
interests in Tenant or otherwise); or (b) mortgage or encumber Tenant's interest
in this Lease, in whole or in part; or (c) sublet, or permit the subletting of,
the Premises or any part thereof. Tenant shall not advertise or authorize a
broker to advertise for a subtenant or assignee, without in each instance,
obtaining the prior written consent of Landlord, which shall not be unreasonably
withheld or delayed.

         Section 14.2 If Tenant's interest in this Lease shall be assigned in
violation of the provisions of this Article 14, such assignment shall be invalid
and of no force and effect against Landlord; provided, however, that Landlord
may collect an amount equal to the then Fixed Rent plus any other item of Rental
from the assignee as a fee for its use and occupancy. If the Premises or any
part thereof are sublet to, or occupied by, or used by, any person other than
Tenant, whether or not in violation of this Article 14, Landlord, after default
by Tenant under this Lease, may collect any item of Rental or other sums paid by
the subtenant, user or occupant as a fee for its use and occupancy, and shall
apply the net amount collected to the Fixed Rent and the items of Rental
reserved in this Lease. No such assignment, subletting, occupancy, or use,
whether with or without Landlord's prior consent, nor any such collection or
application of Rental or fee for use and occupancy, shall be deemed a waiver by


                                     -106-
<PAGE>

Landlord of any term, covenant or condition of this Lease or the acceptance by
Landlord of such assignee, subtenant, occupant or user as Tenant hereunder, nor
shall the same, in any circumstances, relieve Tenant of any of its obligations
under this Lease. The consent by Landlord to any assignment, subletting,
occupancy or use shall not relieve Tenant from its obligation to obtain the
express prior consent of Landlord to any further assignment, subletting,
occupancy or use. Any person to which this Lease is assigned with Landlord's
consent shall be deemed without more to have assumed all of the obligations
arising under this Lease from and after the date of such assignment and shall
execute and deliver to Landlord, upon demand, an instrument confirming such
assumption. Notwithstanding and subsequent to any assignment, Tenant's primary
liability hereunder shall continue notwithstanding (a) any subsequent amendment
hereof, or (b) Landlord's forbearance in enforcing against Tenant any obligation
or liability, without notice to Tenant, to each of which Tenant hereby consents
in advance. If any such amendment operates to increase the obligations of Tenant
under this Lease, the liability under this Section 14.2 of the assigning Tenant
shall continue to be no greater than if such amendment had not been made (unless
such party shall have expressly consented in writing to such amendment).

         (a) For purposes of this Article 14, (i) the transfer of a majority of
the issued and outstanding capital stock of any corporate tenant, or of a
corporate subtenant, or the transfer of a majority of the total interest in any
partnership tenant or subtenant, or the transfer of control in any limited
partnership tenant or subtenant, or the transfer of control in any limited
liability company tenant or subtenant or the transfer of control in any limited
liability partnership tenant or subtenant, however accomplished, whether in a
single transaction or in a series of related or unrelated transactions, shall be
deemed an assignment of this Lease, or of such sublease, as the case may be,
except that the transfer of the outstanding capital stock of any corporate
tenant, or subtenant, shall be deemed not to include the sale of such stock by
persons or parties, other than those deemed "affiliates" of Tenant within the
meaning of Rule 144 promulgated under the Securities Act of 1933, as amended,
through the "over-the-counter market" or through any recognized stock exchange,
(ii) any increase in the amount of issued and/or outstanding capital stock of
any corporate tenant, or of a corporate subtenant, and/or the creation of one or
more additional classes of capital stock of any corporate tenant or any
corporate subtenant, in a single transaction or a series of


                                     -107-
<PAGE>

related or unrelated transactions, resulting in a change in the legal or
beneficial ownership of such tenant or subtenant so that the shareholders of
such tenant or subtenant existing immediately prior to such transaction or
series of transactions shall no longer own a majority of the issued and
outstanding capital stock of such tenant or subtenant, shall be deemed an
assignments of this Lease, (iii) an agreement by any other person or entity,
directly or indirectly, to assume Tenant's obligations under this Lease shall be
deemed an assignment, (iv) any person or legal representative of Tenant, to whom
Tenant's interest under this lease passes by operation of law, or otherwise,
shall be bound by the provisions of this Article 14, and (v) a modification,
amendment or extension of a sublease shall be deemed a sublease. Tenant agrees
to furnish to Landlord on request at any time such information and assurances as
Landlord may reasonably request that neither Tenant, nor any previously
permitted subtenant, has violated the provisions of this Article 14.

         (b) The provisions of clauses (a), (c) and (d) of Section 14.1 shall
not apply to transactions with a corporation into or with which Tenant is merged
or consolidated or with a Person to which substantially all of Tenant's assets
are transferred (provided such merger or transfer of assets is for a good
business purpose and not principally for the purpose of transferring the
leasehold estate created by this Lease, and provided further, that the assignee
has a net worth at least equal to or in excess of the net worth of Tenant as of
the date of this Lease and as of the date immediately prior to such merger or
transfer, whichever is greater) or, if Tenant is a partnership, with a successor
partnership, nor shall the provisions of clause (a), (c) and (d) of Section 14.1
apply to transactions with an entity that controls or is controlled by Tenant or
is under common control with Tenant. Tenant shall notify Landlord before any
such transaction is consummated.

         (c) The term "control" as used in this Lease (i) in the case of a
corporation shall mean ownership of more than fifty percent (50%) of the
outstanding capital stock of that corporation, (ii) in the case of a general
partnership, shall mean more than fifty percent (50%) of the general partnership
interest of the partnership, (iii) in the case of a limited partnership, shall
mean more than fifty percent (50%) of the general and limited partnership
interests of such limited partnership; (iv) in the case of a limited liability
company, shall mean more than fifty percent (50%) of the membership interests of
such limited liability company, and (v) in the case of a limited liability
partnership, shall mean more than fifty


                                     -108-
<PAGE>

percent (50%) of the partnership interest of such limited liability partnership.

         Section 14.3. [RESERVED]

         Section 14.4. (a) If Tenant sublets any portion of the Premises to a
Person in a transaction for which Landlord's consent is required, Landlord shall
be entitled to and Tenant shall pay to Landlord, as Additional Rent (the
"Sublease Additional Rent"), a sum equal to fifty percent (50%) of any rents,
additional charges and other consideration payable under the sublease to Tenant
by the subtenant in excess of the Fixed Rent and Escalation Rent accruing during
the term of the sublease in respect of the subleased space (at the rate per
square foot payable by Tenant under this Lease) pursuant to the terms of this
Lease (including, but not limited to, sums paid for the sale or rental of
Tenant's Property and Alterations less the then net unamortized or undepreciated
cost thereof determined on the basis of Tenant's federal income tax or federal
information returns), net of any reasonable brokerage commissions incurred in
connection therewith; provided, however, that no reduction shall be allowed if
brokerage commissions are paid to any Person under Tenant's control. Such
Sublease Additional Rent shall be payable as and when received by Tenant.

         (b) Landlord may, by notice to Tenant, elect to waive the benefits of
this Section 14.4, for any month or months, prospectively or retroactively. Any
retroactive waiver shall be accompanied by a return to Tenant of all Sublease
Additional Rent theretofore paid to and retroactively waived by Landlord for the
months in question.

         Section 14.5. (a) If Tenant shall assign this Lease to a Person in a
transaction for which Landlord's consent is required, Landlord shall be entitled
to and Tenant shall pay to Landlord, as Additional Rent, an amount equal to all
sums and other consideration paid to Tenant by the assignee for or by reason of
such assignment (including, but not limited to, sums paid for the sale or rental
of Tenant's Property and Alterations less the then net unamortized or
undepreciated cost thereof determined on the basis of Tenant's federal income
tax or federal information returns). Such Additional Rent shall be payable as
and when received by Tenant from the assignee.

         (b) Landlord may, by notice to Tenant, elect to waive the benefits of
this Section 14.5, prospectively or retrospectively. Any retroactive waiver
shall be accompanied by a return to


                                     -109-
<PAGE>

Tenant of all amounts theretofore paid to and retroactively waived by Landlord.

         Section 14.6. Landlord shall have no liability for brokerage
commissions incurred with respect to any assignment of this Lease or any
subletting of all or any part of the Premises by or on behalf of Tenant. Tenant
shall pay, and shall indemnify and hold Landlord harmless from and against, any
and all cost, expense (including reasonable attorneys' fees and disbursements)
and liability in connection with any compensation, commissions or charges
claimed by any broker or agent with respect to any such assignment or
subletting.

                                   ARTICLE XV

                               ACCESS TO PREMISES

         Section 15.1. (a) Tenant shall permit Landlord, Landlord's agents and
independent contractors and public utilities servicing the Building to have
reasonable access for the purpose of maintaining existing concealed ducts, pipes
and conduits in and through and to access all Common Areas within the Building
and all Common Areas comprising a portion of the Land. Landlord or Landlord's
agents shall have the right to enter the Premises at all reasonable times upon
(except in case of emergency) reasonable prior notice, which notice may be oral,
to examine the same, to show the same to prospective purchasers, Mortgagees or
lessees of the Building or space therein, and to make such repairs, alterations,
improvements or additions (i) as Landlord may deem necessary or desirable to the
Premises or to any other portion of the Building, or (ii) which Landlord may
elect to perform at least ten (10) days after notice (except in an emergency
when no notice shall be required) following Tenant's failure to make repairs or
perform any work which Tenant is obligated to make or perform under this Lease,
or (iii) for the purpose of complying with Requirements, and Landlord shall be
allowed to take all material into and upon the Premises that may be required
therefor without the same constituting an eviction or constructive eviction of
Tenant in whole or in part and the Fixed Rent (and any other item of Rental)
shall in no respect abate or be reduced by reason of said repairs, alterations,
improvements or additions, wherever located, or while the same are being made,
by reason of loss or interruption of business of Tenant, or otherwise. Landlord
shall promptly repair any damage caused to the Premises by such work,
alterations, improvements or additions. Tenant shall, at Tenant's cost, take
such action as may be reasonably necessary to grant to Landlord, its agents and


                                     -110-
<PAGE>

independent contractors clearance and access by means of the Security System for
the purposes herein set out.

         (b) Any work performed or installations made pursuant to this Article
15 shall be made with reasonable diligence and otherwise pursuant to Section
6.3.

         (c) Any pipes, ducts, or conduits installed in or through the Premises
pursuant to this Article 15 shall, if reasonably practicable, either be
concealed behind, beneath or within partitioning, columns, ceilings or floors
located or to be located in the Premises, or completely furred at points
immediately adjacent to partitioning, columns or ceilings located or to be
located in the Premises.

         Section 15.2. If Tenant is not present when for any reason entry into
the Premises may be necessary or permissible, Landlord or Landlord's agents may
enter the same without rendering Landlord or such agents liable therefor (if
during such entry Landlord or Landlord's agents accord reasonable care to
Tenant's Property), and without in any manner affecting this Lease.

         Section 15.3. All parts (except surfaces facing the interior of the
Premises) of all walls, windows and doors bounding the Premises (including
exterior Building walls, exterior core corridor walls, exterior doors and
entrances), all balconies, terraces and roofs adjacent to the Premises, all
space in or adjacent to the Premises used for shafts, stacks, stairways, chutes,
pipes, conduits, ducts, fan rooms, heating, air cooling, plumbing and other
mechanical facilities, service closets and other Building facilities are not
part of the Premises, and Landlord shall have the use thereof, as well as access
thereto through the Premises for the purposes of operation, maintenance,
alteration and repair.

                                   ARTICLE XVI

                            CERTIFICATE OF OCCUPANCY

         Section 16.1. Tenant shall not at any time use or occupy the Premises
in violation of the certificate of occupancy at such time issued for the
Premises or for the Building and in the event that any Governmental Authority
hereafter contends or declares by notice, violation, order or in any other
manner whatsoever that the Premises are used by Tenant for a purpose that is a
violation of such certificate of occupancy, Tenant shall, upon three (3)
Business Days' written notice from Landlord or any Government


                                     -111-
<PAGE>

Authority, immediately discontinue such use of the Premises; provided, however,
that nothing herein shall prevent Tenant from contesting such violation pursuant
to and in accordance with the provisions of Section 8.5.

                                  ARTICLE XVII

                                     DEFAULT

         Section 17.1. Each of the following events shall be an "Event of
Default" under this Lease:

                  (a) if Tenant shall on any occasion default in the payment
         when due of any installment of Fixed Rent or in the payment when due of
         any other item of Rental and the same shall not be cured within five
         (5) days after written notice of default by Landlord to Tenant; or

                  (b) if Tenant shall fail on three (3) or more occasions in any
         period of eighteen (18) consecutive months to make a payment when due
         of any Rental, and Landlord shall have given Tenant written notice of
         such default after two (2) such occurrences; or

                  (c) if Tenant shall default in the observance or performance
         of any term, covenant or condition on Tenant's part to be observed or
         performed under that certain Agreement of Lease of even date herewith
         between Landlord and Tenant with respect to Building No. 2, or any
         renewal, modification or extension thereof, and such default shall
         continue beyond any grace period set forth in such other lease for the
         remedying of such default; or

                  (d) if the Premises shall become vacant or abandoned; or

                  (e) if Tenant's interest in this Lease shall devolve upon or
         pass to any person, whether by operation of law or otherwise, except as
         expressly permitted under Article 14 hereof; or

                  (f) (1) if Tenant shall not, or shall be unable to, or shall
                  admit in writing Tenant's inability to, as to any obligation,
                  pay Tenant's debts as they become due; or


                                     -112-
<PAGE>

                           (2) if Tenant shall commence or institute any case,
                  proceeding or other action (a) seeking relief on Tenant's
                  behalf as debtor, or to adjudicate it a bankrupt or insolvent,
                  or seeking reorganization, arrangement, adjustment,
                  winding-up, liquidation, dissolution, composition or other
                  relief with respect to Tenant or Tenant's debts under any
                  existing or future law of any jurisdiction, domestic or
                  foreign, relating to bankruptcy, insolvency, reorganization or
                  relief of debtors, or (b) seeking appointment of a receiver,
                  trustee, custodian or other similar official for it or for all
                  or any substantial part of its property; or

                           (3) if Tenant shall make a general assignment for the
                  benefit of creditors; or

                           (4) if any case, proceeding or other action shall be
                  commenced or instituted against Tenant (a) seeking to have an
                  order for relief entered against Tenant as debtor or to
                  adjudicate Tenant a bankrupt or insolvent, or seeking
                  reorganization, arrangement, adjustment, winding-up,
                  liquidation, dissolution, composition or other relief with
                  respect to Tenant or Tenant's debts under any existing or
                  future law of any jurisdiction, domestic or foreign, relating
                  to bankruptcy, insolvency, reorganization or relief of
                  debtors, or (b) seeking appointment of a receiver, trustee,
                  custodian or other similar official for Tenant or for all or
                  any substantial part of Tenant's property, which either (i)
                  results in any such entry of an order for relief, adjudication
                  of bankruptcy or insolvency or such an appointment or the
                  issuance or entry of any other order having a similar effect
                  or (ii) remains undismissed for a period of sixty (60) days;
                  or

                           (5) if a trustee, receiver or other custodian shall
                  be appointed for any substantial part of the assets of Tenant
                  which appointment is not vacated or effectively stayed within
                  sixty (60) days; or

                  (g) if Tenant shall default in the observance or performance
         of any other term, covenant or condition of this Lease on Tenant's part
         to be observed or performed and Tenant shall fail to remedy such
         default within fifteen (15) days after notice by Landlord to Tenant of
         such default, or if such default is of such a nature that it cannot
         with due


                                     -113-
<PAGE>

         diligence be completely remedied within said period of fifteen (15)
         days and the continuation of which for the period required for cure
         will not subject Landlord to the risk of criminal liability or
         foreclosure of any Mortgage, if Tenant shall not, (i) within said
         fifteen (15) day period advise Landlord of Tenant's intention duly to
         institute all steps necessary to remedy such situation, (ii) duly
         institute within said fifteen (15) day period, and thereafter
         diligently and continuously prosecute to completion all steps necessary
         to remedy the same and (iii) complete such remedy within such time
         after the date of the giving of said notice by Landlord as shall
         reasonably be necessary.

         Section 17.2. If an Event of Default shall occur, Landlord may, at any
time thereafter, at Landlord's option, give written notice to Tenant stating
that this Lease and the Term shall expire and terminate on the date specified in
such notice, which date shall not be less than three (3) days after Tenant's
receipt of such notice, or such longer term as specified in the notice,
whereupon this Lease and the Term and all rights of Tenant under this Lease
shall automatically expire and terminate as if the date specified in the notice
given pursuant to this Section 17.2 were the Fixed Expiration Date and Tenant
immediately shall quit and surrender the Premises, but Tenant shall remain
liable for damages as provided herein or pursuant to law. Anything contained
herein to the contrary notwithstanding, if such termination shall be stayed by
order of any court having jurisdiction over any proceeding described in Section
17.1(f), or by federal or state statute, then, following the expiration of any
such stay, or if the trustee appointed in any such proceeding, Tenant or Tenant
as debtor-in-possession fails to assume Tenant's obligations under this Lease
within the period prescribed therefor by law or within one hundred twenty (120)
days after entry of the order for relief or as may be allowed by the court, or
if said trustee, Tenant or Tenant as debtor-in-possession shall fail to provide
adequate protection of Landlord's right, title and interest in and to the
Premises or adequate assurance of the complete and continuous future performance
of Tenant's obligations under this Lease, Landlord, to the extent permitted by
law or by leave of the court having jurisdiction over such proceeding, shall
have the right, at its election, to terminate this Lease on three (3) days'
prior written notice to Tenant, Tenant as debtor-in possession or said trustee
and upon the expiration of said three (3) day period this Lease shall cease and
expire as aforesaid and Tenant, Tenant as


                                     -114-
<PAGE>

debtor-in-possession or said trustee shall immediately quit and surrender the
Premises as aforesaid.

         Section 17.3. If, at any time, (i) Tenant shall consist of two (2) or
more persons, or (ii) Tenant's obligations under this Lease shall have been
guaranteed by any person other than Tenant, or (iii) Tenant's interest in this
Lease has been assigned, the word "Tenant" as used in Section 17.1(f), shall be
deemed to mean any one or more of the persons primarily or secondarily liable
for Tenant's obligations under this Lease. Any monies received by Landlord from
or on behalf of Tenant during the pendency of any proceeding of the types
referred to in Section 17.1(f) shall be deemed paid as compensation for the use
and occupancy of the Premises and the acceptance of any such compensation by
Landlord shall not be deemed an acceptance of Rental or a waiver on the part of
Landlord of any rights under Section 17.2.

                                  ARTICLE XVIII

                              REMEDIES AND DAMAGES

         Section 18.1. (a) If any Event of Default shall occur, or this Lease
and the Term shall expire and come to an end as provided in Article 17:

                  6. Tenant shall quit and peacefully surrender the Premises to
Landlord, and Landlord and its agents may immediately, or at any time after such
Event of Default or after the date upon which this Lease and the Term shall
expire and come to an end, re-enter the Premises or any part thereof, without
notice, either by summary proceedings, or by any other applicable action or
proceeding or otherwise (without being liable to indictment, prosecution or
damages therefor), but excluding by force, and may repossess the Premises and
dispossess Tenant and any other persons from the Premises by summary proceedings
or otherwise (excluding by force) and remove any and all of their property and
effects from the Premises (and Tenant shall remain liable for damages as
provided herein or pursuant to law); and

                  7. Landlord, at Landlord's option, may relet the whole or any
         part or parts of the Premises from time to time, either in the name of
         Landlord or otherwise, to such tenant or tenants, for such term or
         terms ending before, on or after the Fixed Expiration Date, at such
         rent or rentals and upon such other conditions, which may include
         concessions and free rent periods, as Landlord, in Landlord's sole
         discretion, may determine; provided,


                                     -115-
<PAGE>

         however, that Landlord shall have no obligation to relet the Premises
         or any part thereof and shall in no event be liable for refusal or
         failure to relet the Premises or any part thereof, or, in the event of
         any such reletting, for refusal or failure to collect any rent due upon
         any such reletting, and no such refusal or failure shall operate to
         relieve Tenant of any liability under this Lease or otherwise affect
         any such liability, and Landlord, at Landlord's option, may make such
         Alterations, in and to the Premises as Landlord, in Landlord's sole
         discretion, shall consider advisable or necessary in connection with
         any such reletting or proposed reletting, without relieving Tenant of
         any liability under this Lease or otherwise affecting any such
         liability.

         (b) Tenant hereby waives the service of any notice of intention to
re-enter that may otherwise be required to be given under any present or future
law. Tenant, on its own behalf and on behalf of all persons claiming through or
under Tenant, including all creditors, does further hereby waive any and all
rights that Tenant and all such persons might otherwise have under any present
or future law to redeem the Premises, or to re-enter or repossess the Premises,
or to restore the operation of this Lease, after (1) Tenant shall have been
dispossessed by a judgment or by warrant of any court or judge, or (2) any
reentry by Landlord, or (3) any expiration or termination of this Lease and the
Term, whether such dispossess, re-entry, expiration or termination is by
operation of law or pursuant to the provisions of this Lease.

         The words "re-entry," "re-enter" and "re-entered" as used in this Lease
         shall not be deemed to be restricted to their technical legal meanings.
         In the event of a breach or threatened breach by Tenant, or any persons
         claiming through or under Tenant, of any term, covenant or condition of
         this Lease, Landlord shall have the right to enjoin such breach and the
         right to invoke any other remedy allowed by law or in equity as if
         reentry, summary proceedings and other special remedies were not
         provided in this Lease for such breach. The right to invoke the
         remedies hereinbefore set forth are cumulative and shall not preclude
         Landlord from invoking any other remedy allowed at law or in equity.

         Section 18.2. (a) If this Lease and the Term shall expire and come to
an end as provided in Article 18, or by or under any summary proceeding or any
other action or proceeding, or if Landlord shall re-enter the Premises as
provided in Section 18.1,


                                     -116-
<PAGE>

or by or under any summary proceeding or any other action or proceeding, then,
in any of said events:

                  1. Tenant shall pay to Landlord all Fixed Rent, Escalation
         Rent, other Additional Rent and other items of Rental payable under
         this Lease by Tenant to Landlord to the date upon which this Lease and
         the Term shall have expired and come to an end or to the date of
         re-entry upon the Premises by Landlord, as the case may be;

                  2. Tenant also shall be liable for and shall pay to Landlord,
         as damages, any deficiency ("Deficiency") between the Rental for the
         period which otherwise would have constituted the unexpired portion of
         the Term and the net amount, if any, of rents collected under any
         reletting effected pursuant to the provisions of Section 18.1(a)(2) for
         any part of such period (after first deducting from the rents collected
         under any such reletting all of Landlord's expenses in connection with
         the termination of this Lease, Landlord's reentry upon the Premises and
         such reletting including, but not limited to, all repossession costs,
         brokerage commissions, attorneys' fees and disbursements, alteration
         costs and other expenses of preparing the Premises for such reletting);
         any such Deficiency shall be paid in monthly installments by Tenant on
         the days specified in this Lease for payment of installments of Fixed
         Rent; Landlord shall be entitled to recover from Tenant each monthly
         Deficiency as the same shall arise, and no suit to collect the amount
         of the Deficiency for any month shall prejudice Landlord's right to
         collect the Deficiency for any subsequent month by a similar
         proceeding; and

                  3. whether or not Landlord shall have collected any monthly
         Deficiency as aforesaid, Landlord shall be entitled to recover from
         Tenant, and Tenant shall pay to Landlord, on demand, in lieu of any
         further Deficiency as and for liquidated and agreed final damages, a
         sum equal to the amount by which the unpaid Rental for the period which
         otherwise would have constituted the unexpired portion of the Term
         exceeds the then fair and reasonable rental value of the Premises for
         the same period, both discounted to present worth at the Base Rate; if,
         before presentation of proof of such liquidated damages to any court,
         commission or tribunal, the Premises, or any part thereof, are relet by
         Landlord for the period which otherwise would have constituted the
         unexpired portion of the Term, or any part thereof, the amount of rent
         reserved upon such reletting


                                     -117-
<PAGE>

         shall be deemed, prima facie, to be the fair and reasonable rental
         value for the part or the whole of the Premises so relet during the
         term of the reletting.

         (b) Tenant shall in no event be entitled to any rents collected or
payable under any reletting, whether or not such rents exceed the Fixed Rent
reserved in this Lease. Solely for the purposes of this Article 18, the term
"Escalation Rent" as used in Section 18.2(a) shall mean the Escalation Rent in
effect immediately prior to the Expiration Date, or the date of re-entry upon
the Premises by Landlord, as the case may be, adjusted to reflect any increase
pursuant to the provisions of Article 3 hereof for the Operating Year
immediately preceding such event. Nothing contained in Article 17 or this
Article 18 shall be deemed to limit or preclude the recovery by Landlord from
Tenant of the maximum amount allowed to be obtained as damages by any statute or
rule of law, or of any sums or damages to which Landlord may be entitled in
addition to the damages set forth in this Section 18.2.

                                   ARTICLE XIX

                                FEES AND EXPENSES

         Section 19.1. If an Event of Default shall have occurred, Landlord may
(a) perform the obligations of Tenant for the account of Tenant, or (b) make any
expenditure or incur any obligation for the payment of money in connection with
any obligation owed by Tenant to Landlord, including, but not limited to,
reasonable attorneys' fees and disbursements in instituting, prosecuting or
defending any action or proceeding arising out of such Event of Default, and in
either case the cost thereof, with interest thereon at the Applicable Rate,
shall be deemed to be Additional Rent hereunder and shall be paid by Tenant to
Landlord within ten (10) days after rendition of any bill or statement to Tenant
therefor.

         Section 19.2. If Tenant shall fail to pay any installment of Fixed
Rent, Additional Rent or any other item of Rental for a period longer than five
(5) days after the same shall have become due, Tenant shall pay to Landlord, in
addition to such installment of Fixed Rent, Additional Rent or other item of
Rental, as the case may be, as a late charge and as Additional Rent, a sum equal
to interest at the Applicable Rate on the amount unpaid, computed from the date
such payment was due, without regard to any such grace period, to and including
the date of payment.


                                     -118-
<PAGE>

                                   ARTICLE XX

                         NO REPRESENTATIONS BY LANDLORD

         Section 20.1. Landlord and Landlord's agents have made no
representations or promises with respect to the Building, the Real Property or
the Premises except as herein expressly set forth, and no rights, easements or
licenses are acquired by Tenant by implication or otherwise except as expressly
set forth herein. Tenant shall accept possession of the Premises in its "AS IS"
condition on the Commencement Date, and Landlord shall have no obligation to
perform any work or make any installations in order to prepare the Premises for
Tenant's occupancy. The taking of occupancy of the whole or any part of the
Premises by Tenant shall be conclusive evidence, as against Tenant, that Tenant
accepts possession of the same and that the Premises and the Building were in
good and satisfactory condition at the time such occupancy was so taken. All
references in this Lease to the consent or approval of Landlord shall be deemed
to mean the written consent or approval executed by Landlord and no other
consent or approval of Landlord shall be effective for any purpose whatsoever.

                                   ARTICLE XXI

                                   END OF TERM

         Section 21.1. Upon the expiration or other termination of this Lease,
Tenant shall quit and surrender to Landlord the Premises, vacant, broom clean,
in good order and condition, ordinary wear and tear excepted, and Tenant shall
remove all of Tenant's Alterations as may be required pursuant to Article 5.
Tenant shall also remove all of Tenant's Property and all other personal
property and personal effects of all persons claiming through or under Tenant,
and shall pay the cost of repairing all damage to the Premises and the Real
Property occasioned by such removal. Any Tenant's Property or other personal
property that remains in the Premises after the termination of this Lease shall
be deemed to have been abandoned and either may be retained by Landlord as its
property or may be disposed of in such manner as Landlord may see fit. If such
Tenant's Property or other personal property or any part thereof is sold,
Landlord may receive and retain the proceeds of such sale as the property of
Landlord. Any expense incurred by Landlord in removing or disposing of such
Tenant's Property or other personal property or Alterations required to be
removed as provided in Article 5, as


                                     -119-
<PAGE>

well as the cost of repairing all damage to the Building or the Premises caused
by such removal, shall be reimbursed to Landlord by Tenant, as Additional Rent,
on demand.

         Section 21.2. If the Expiration Date falls on a day which is not a
Business Day, then Tenant's obligations under Section 21.1 shall be performed on
or prior to the immediately preceding Business Day.

         Section 21.3. If the Premises are not surrendered upon the expiration
or other termination of this Lease, Tenant hereby indemnifies Landlord against
liability resulting from delay by Tenant in so surrendering the Premises,
including any claims made by any succeeding tenant or prospective tenant founded
upon such delay and agrees to be liable to Landlord for (i) any payment or rent
concession which Landlord may be required to make to any tenant obtained by
Landlord for all or any part of the Premises in order to induce such tenant not
to terminate its lease by reason of the holding-over by Tenant and (ii) the loss
of the benefit of the bargain if any such tenant shall terminate its lease by
reason of the holding-over by Tenant.

         Section 21.4. Tenant's obligation under this Article shall survive the
expiration or termination of this Lease for a period ending six (6) months after
the end of the calendar year in which the Expiration Date falls.

                                  ARTICLE XXII

                                   POSSESSION

         Section 22.1. Tenant acknowledges that it is in possession of the
Premises as of the Commencement Date (Tenant being the prior owner of the Real
Property and Building) and that no further act on Landlord's part is required as
a condition to commencement of the Term of this Lease.

                                  ARTICLE XXIII

                                    NO WAIVER

         Section 23.1 No act or thing done by Landlord or Landlord's agents
during the Term shall be deemed an acceptance of a surrender of the Premises,
and no agreement to accept such surrender shall be valid unless in writing
signed by Landlord. Only an executive officer of Landlord shall have the power
to


                                     -120-
<PAGE>

accept surrender of the Premises prior to the termination of this Lease.

         Section 23.2. The failure of Landlord to seek redress for violation of,
or to insist upon the strict performance of, any covenant or condition of this
Lease, or any of the Rules and Regulations, shall not prevent a subsequent act,
which would have originally constituted a violation, from having all of the
force and effect of an original violation. The receipt by Landlord of Fixed
Rent, Additional Rent or any other item of Rental with knowledge of the breach
of any covenant of this Lease shall not be deemed a waiver of such breach. The
failure of Landlord to enforce any of the Rules and Regulations against Tenant
or any other tenant of the Real Property or the Adjacent Property shall not be
deemed a waiver of any such Rules and Regulations. No provision of this Lease
shall be deemed to have been waived by Landlord, unless such waiver shall be in
writing and shall be signed by Landlord. No payment by Tenant or receipt by
Landlord of a lesser amount than the Rental then due and payable shall be deemed
to be other than on account of the earliest item(s) of Rental, or as Landlord
may elect to apply the same, nor shall any endorsement or statement on any check
or any letter accompanying any check or payment be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance due of the Rental or pursue any other
remedy in this Lease provided. This Lease contains the entire agreement between
the parties and all prior negotiations and agreements are merged herein. Any
executory agreement hereafter made shall be ineffective to change, discharge or
effect an abandonment of this Lease in whole or in part unless such executory
agreement is in writing and signed by the party against whom enforcement of the
change, discharge or abandonment is sought.

                                  ARTICLE XXIV

                             WAIVER OF TRIAL BY JURY

         Section 24.1. LANDLORD AND TENANT SHALL AND THEY HEREBY DO WAIVE TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THEM
AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE
OR OCCUPANCY OF THE PREMISES, WHETHER DURING OR AFTER THE TERM, OR FOR THE
ENFORCEMENT OF ANY REMEDY UNDER ANY STATUTE, EMERGENCY OR OTHERWISE.


                                     -121-
<PAGE>

                                   ARTICLE XXV

                              INABILITY TO PERFORM

         Section 25.1. This Lease and the obligation of Tenant to pay Rental
hereunder and to perform all of the other covenants and agreements hereunder on
the part of Tenant to be performed shall in no way be affected, impaired or
excused because Landlord is unable to fulfill any of Landlord's obligations
under this Lease, expressly or implicitly to be performed by Landlord, or
because Landlord is unable to make or is delayed in making any repairs,
additions, alterations, improvements or decorations, or is unable to supply or
is delayed in supplying any services, equipment or fixtures, if Landlord is
prevented from or delayed in so doing by reason of acts of God, casualty,
strikes or labor troubles, accident, governmental preemption in connection with
an emergency, Requirements, Restrictive Covenants, conditions of supply and
demand which have been or are affected by war or other emergency, or any other
cause whatsoever, whether similar or dissimilar to the foregoing, beyond
Landlord's reasonable control ("Unavoidable Delays").

         Section 25.2 Notwithstanding anything to the contrary set forth in this
Lease, Landlord shall not be liable for any cessation and/or interruption of
services to the Premises caused by failure of any Building Systems or other
computerized functions affecting use or occupancy of the Premises to be able to
perform properly datesensitive functions for dates leading up to or following
January 1, 2000 (that is, to be Year 2000 compliant), nor shall any such failure
constitute an eviction or constructive eviction or give rise to abatement of
Rental.

                                  ARTICLE XXVI

                                BILLS AND NOTICES

         Section 26.1. (a) Except as otherwise expressly provided in this Lease,
any bills, statements, consents, notices, demands, requests or other
communications given or required to be given under this Lease ("Notice(s)")
shall be in writing and shall be deemed sufficiently given or rendered if
delivered by hand, or if sent by a nationally-recognized overnight courier
service, delivery cost prepaid, marked for next-day delivery, or if deposited in
a postage prepaid envelope in a depository that is regularly maintained by the
U.S. Postal Service, sent by registered or certified mail (return receipt
requested) and in either case addressed:


                                     -122-
<PAGE>

                  (i) if to Tenant, to Harrah's Operating Company, Inc., 5100
         West Sahara Boulevard, Suite 200, Las Vegas, Nevada 89146, Attention:
         Office of the President and with a copy to Harrah's Operating Company,
         Inc., 5100 West Sahara Boulevard, Suite 200, Las Vegas, Nevada 89146,
         Attention: General Counsel, or

                  (ii) if to Landlord, at Landlord's address set forth in the
         first paragraph of this Lease, with a copy to Baker, Donelson, Bearman
         & Caldwell, 2000 First Tennessee Building, 165 Madison Avenue, Memphis,
         Tennessee 38103, Attn: Frank L. Watson, Jr., and with a copy to any
         Mortgagee who may have requested the same, by Notice given in
         accordance with the provisions of this Article 26, at the address
         designated by such Mortgagee, or

to such other address(es) as either Landlord or Tenant may designate as its new
address(es) for such purpose by notice given to the other in accordance with the
provisions of this Article 26.

         (b) Notices shall be deemed to have been rendered or given (i) on the
date delivered, if delivered by hand, or (ii) the day after shipment, if sent by
overnight courier service, or (iii) three (3) days after mailing, if mailed as
provided in Section 26.1(a). Notice given by counsel for either party on behalf
of such party or by the Manager on behalf of Landlord shall be deemed valid
notices if addressed and sent in accordance with the provisions of this Article.

         Section 26.2. Notwithstanding the provisions of Section 26.1, Notices
requesting services for Overtime Periods pursuant to Article 27 may be given by
delivery to the Building Manager or any other person in the Building designated
by Landlord to receive such Notices, and bills may be rendered by delivering
them to the Premises.

                                  ARTICLE XXVII

                             SERVICES AND EQUIPMENT

         Section 27.1. Landlord shall, at Landlord's expense:


                                     -123-
<PAGE>

         (a) Provide passenger elevator service to the Premises on Business Days
during Operating Hours and, subject to Section 27.3, have one passenger elevator
on call at all other times.

         (b) Furnish and distribute to the Premises, through the HVAC System,
during Operating Hours, air-conditioning, and heat or ventilation, as needed;
provided that Tenant shall, at all times, cooperate fully with Landlord and
abide by all of the Rules and Regulations which Landlord may prescribe for the
proper functioning of the HVAC System. Tenant hereby expressly waives any claims
against Landlord arising out of the cessation of operation of the HVAC System,
or the suitability of the Premises when the same is not in operation, whether
due to normal scheduling or the reasons set forth in Section 27.3. Landlord will
not be responsible for the failure of the HVAC System if such failure results
from the occupancy of the Premises by more persons than the number of persons
for which HVAC System is designed. If Tenant occupies the Premises at an
occupancy rate of greater than that for which the HVAC System was designed, or
if Tenant's partitions are arranged in such a way as to interfere with the
normal operation of the HVAC System, Landlord may elect to make changes to the
HVAC System or the ducts through which it operates required by reason thereof,
and the cost thereof shall be reimbursed by Tenant to Landlord as Additional
Rent within ten (10) days after presentation of a bill therefor. Landlord,
throughout the Term, shall have free access to all mechanical installations of
Landlord, including but not limited to air cooling, fan, ventilating and machine
rooms and electrical closets, and Tenant shall not construct partitions or other
obstructions that may interfere with Landlord's free access thereto, or
interfere with the moving of Landlord's equipment to and from the enclosures
containing said installations. Neither Tenant nor its agents, employees or
contractors shall at any time enter the said enclosures or tamper with, adjust,
touch or otherwise in any manner affect said mechanical installations.
Landlord's obligations under this Section 27.1 and under Section 27.2 are
subject to applicable Requirements that may limit the hours or the extent to
which Landlord is permitted to supply HVAC.

         (c) Furnish hot and cold water for ordinary drinking, cleaning and
lavatory purposes.

         (d) Provided Tenant shall keep the Premises in order, Landlord, at
Landlord's expense, shall cause the Premises, excluding any portions thereof
used as secured areas, to be cleaned on Business Days in accordance with the
cleaning


                                     -124-
<PAGE>

specifications annexed to this Lease as Exhibit "D." If, however, any additional
cleaning of the Premises is to be done by Tenant, it shall be done at Tenant's
sole expense, in a manner reasonably satisfactory to Landlord and no one other
than persons approved by Landlord shall be permitted to enter the Premises or
the Building for such purpose. Tenant shall pay to Landlord the cost of removal
of any of Tenant's refuse and rubbish from the Premises and the Building (i) to
the extent that the same, in any one day, exceeds the average daily amount of
refuse and rubbish usually attendant upon the use of such Premises as offices,
as described and included in Landlord's cleaning contract for the Building or
recommended by Landlord's cleaning contractor, and (ii) related to or deriving
from the preparation or consumption of food or drink. Bills for the same shall
be rendered by Landlord to Tenant at such time as Landlord may elect and shall
be due and payable as Additional Rent within ten (10) days after the time
rendered.

         Section 27.2. Landlord reserves the right to stop the furnishing of the
Building services and to stop service of the Building Systems, when necessary,
by reason of accident, or emergency, or for Alterations in the judgment of
Landlord desirable or necessary to be made, until said Alterations shall have
been completed; and Landlord shall have no responsibility or liability for
failure to supply air-conditioning, ventilation, heat, elevator, plumbing,
electric, or other services during said period or when prevented from so doing
by strikes, lockouts, difficulty of obtaining materials, accidents or by any
cause beyond Landlord's reasonable control, or by Requirements or failure of
electricity, water, steam, coal, oil or other suitable fuel or power supply, or
inability by exercise of reasonable diligence to obtain electricity, water,
steam, coal, oil or other suitable fuel or power. No diminution or abatement of
rent or other compensation shall or will be claimed by Tenant as a result
therefrom, nor shall this Lease or any of the obligations of Tenant be affected
or reduced by reason of such interruption, curtailment or suspension, nor shall
the same constitute an actual or constructive eviction; provided, however, that
if the cessation is caused by Landlord and continues for more than three (3)
days, then Fixed Rent shall abate on a per diem basis from the fourth (4th) day
until Landlord restores the Building services.

         Section 27.3. Tenant agrees to abide by all requirements which Landlord
may prescribe for the proper protection and functioning of its Building Systems
and the furnishing of the Building services. Tenant further agrees to cooperate
with


                                     -125-
<PAGE>

Landlord in any conservation effort pursuant to a program or procedure
promulgated or recommended by ASHRAE or any Requirements.

                                 ARTICLE XXVIII

                                   [RESERVED]


                                  ARTICLE XXIX

                                   [RESERVED]


                                   ARTICLE XXX

                                      SIGNS

         Section 30.1. Landlord may replace the signs at the main entrance which
serves the Real Property and Adjacent Property with signs which identify the
businesses on both such properties, and may install signage at the driveway
intersections on the Real Property and Adjacent Property which direct traffic to
the appropriate businesses and parking area, all at Tenant's reasonable cost and
expense, except that Landlord shall pay for signs with respect to the Adjacent
Property. The location, size, materials, quality, design, color and lettering of
any signs desired by Tenant shall be subject to the prior approval of Landlord
and shall be in compliance with the standards set forth in Tenant Design and
Construction Standards.

                                  ARTICLE XXXI

                                     BROKER

         Section 31.1. Landlord represents and warrants to Tenant that Landlord
has not dealt with any broker or other Person who might claim a leasing
commission in connection with this Lease other than the Broker(s). Landlord
acknowledges that it is solely responsible to pay the leasing commissions due to
the Broker in connection with the execution of this Lease. Tenant represents and
warrants to Landlord that Tenant has not dealt with any broker or other Person
who might claim a leasing commission in connection with this Lease. The
execution and delivery of this Lease by Tenant shall be conclusive evidence that
Tenant acknowledges that Landlord has relied upon the foregoing representation
and warranty. Tenant shall indemnify


                                     -126-
<PAGE>

and hold harmless Landlord from and against any and all claims for commission,
fee or other compensation by any Person (other than Broker) who claims to have
dealt with Tenant in connection with this Lease and for any and all costs
incurred by Landlord in connection with such claims, including, without
limitation, attorneys' fees and disbursements. The execution and delivery of
this Lease by Landlord shall be conclusive evidence that Landlord acknowledges
that Tenant has relied upon the foregoing representation and warranty. Landlord
shall indemnify and hold harmless Tenant from and against any and all claims for
commission, fee or other compensation by any Person (including Broker) who
claims to have dealt with Landlord in connection with this Lease and for any and
all costs incurred by Tenant in connection with such claims, including, without
limitation, attorneys' fees and disbursements. This provision shall survive the
expiration or earlier termination of this Lease.

                                  ARTICLE XXXII

                                    INDEMNITY

         Section 32.1. Tenant shall indemnify and save harmless the Landlord
Indemnitees from and against (a) all claims of third parties of whatever nature
against the Landlord Indemnitees arising from any act, omission or negligence of
Tenant or Persons Within Tenant's Control, (b) all claims of third parties
against the Landlord Indemnitees arising from any accident, injury or damage
whatsoever caused to any such third party or such party's property and occurring
in or about the Premises during the Term or during Tenant's occupancy of the
Premises, unless and to the extent caused by the negligence or willful
misconduct of Landlord or its principals, officers or employees, (c) all claims
of third parties against the Landlord Indemnitees arising from any accident,
injury or damage occurring outside of the Premises but anywhere within or about
the Real Property, where such accident, injury or damage results or is claimed
to have resulted from an act, omission or negligence of Tenant or Persons Within
Tenant's Control, and (d) any breach, violation or non-performance of any
covenant, condition or agreement contained in this Lease to be fulfilled, kept,
observed and performed by Tenant except as otherwise provided in this Lease;
provided, however, that the indemnity and save harmless provision set out in
this Section 32.1 and 32.2 shall have no effect to the extent that the Landlord
Indemnitees are protected by insurance maintained under the provisions of
Article XI hereof. This indemnity and hold harmless agreement shall include
indemnity from and against any and all liability, fines, suits, demands, costs
and expenses of


                                     -127-
<PAGE>

any kind or nature (including, without limitation, attorneys' fees and
disbursements) incurred in or in connection with any such claim or proceeding
brought thereon, and the defense thereof.

         Section 32.2. If any claim, action or proceeding is made or brought
against any Landlord Indemnitee, against which claim, action or proceeding
Tenant is obligated to indemnify such Landlord Indemnitee pursuant to the terms
of this Lease, then, upon demand by the Landlord Indemnitee, Tenant, at its sole
cost and expense, shall resist or defend such claim, action or proceeding in the
Landlord Indemnitee's name, if necessary, by such attorneys as the Landlord
Indemnitee may select. The provisions of this Article 32 shall survive the
expiration or earlier termination of this Lease.

         Section 32.3 Landlord shall indemnify and save harmless the Tenant
Indemnitees from and against (a) all claims of third parties of whatever nature
against the Tenant Indemnitees arising from any act, omission or negligence of
Landlord or Persons Within Landlord's Control, (b) all claims of third parties
against the Tenant Indemnitees arising from any accident, injury or damage
whatsoever caused to any such third party or such party's property and occurring
in or about the Premises during the Term or during Tenant's occupancy of the
Premises where such accident, injury or damage results or is claimed to have
resulted from an act or omission or negligence of Landlord or Persons Within
Landlord's Control, (c) all claims of third parties against the Tenant
Indemnitees arising from any accident, injury or damage occurring outside of the
Premises but anywhere within or about the Real Property, unless and to the
extent caused by the negligence or willful misconduct of Tenant or its
principals, officers or employees, and (d) any breach, violation or
non-performance of any covenant, condition or agreement in this Lease to be
fulfilled, kept, observed and performed by Tenant, except as otherwise provided
in this Lease; provided, however, that the indemnity and save harmless provision
set out in this Section 32.3 and 32.4 shall have no effect to the extent that
Tenant Indemnitees are protected by insurance maintained under the provisions of
Article XI hereof. This indemnity and hold harmless agreement shall include
indemnity from and against any and all liability, fines, suits, demands, costs
and expenses of any kind or nature (including, without limitation, attorneys'
fees and disbursements) incurred in or in connection with any such claim or
proceeding brought thereon, and the defense thereof.


                                     -128-
<PAGE>

         Section 32.4 If any claim, action or proceeding is made or brought
against any Tenant Indemnitee, against which claim, action or proceeding
Landlord is obligated to indemnify such Tenant Indemnitee pursuant to the terms
of this Lease, then, upon demand by the Tenant Indemnitee, Landlord, at its sole
cost and expense, shall resist or defend such claim, action or proceeding in the
Tenant Indemnitee's name, if necessary, by such attorneys as the Tenant
Indemnitee may select. The provisions of this Article 32 shall survive the
expiration or earlier termination of this Lease.

                                 ARTICLE XXXIII

                                   [RESERVED]


                                  ARTICLE XXXIV

                                   [RESERVED]


                                  ARTICLE XXXV

                                   [RESERVED]


                                  ARTICLE XXXVI

                           COVENANT OF QUIET ENJOYMENT

         Section 36.1. Landlord covenants that, upon Tenant paying the Fixed
Rent and Additional Rent and observing and performing all the terms, agreements,
covenants, provisions and conditions of this Lease on Tenant's part to be
observed and performed, Tenant may peaceably and quietly enjoy the Premises,
subject nevertheless to the terms and conditions of this Lease; provided,
however, that no impairment or deprivation of Tenant's use of the Premises which
results from a violation of Restrictive Covenants shall be construed as a breach
of this covenant nor permit abatement of Rental due hereunder unless such
violation results from acts or neglect of Landlord in which Tenant played no
part; provided further that no eviction of Tenant by reason of the foreclosure
of any Mortgage now or hereafter affecting the Premises, shall be construed as a
breach of this covenant nor shall any action by reason thereof be brought
against Landlord;


                                     -129-
<PAGE>

and provided further that this covenant shall bind and be enforceable against
Landlord or any successor to Landlord's interest, subject to the terms hereof,
only so long as Landlord or any successor to Landlord's interest, is in
possession and is collecting rent from Tenant but not thereafter.

                                 ARTICLE XXXVII

                                  MISCELLANEOUS

         Section 37.1. Landlord retains all air rights over the Premises. Tenant
may not place anything on or attach anything to the roof of the Premises without
first obtaining Landlord's written consent, which consent may be granted or
withheld in Landlord's reasonable discretion.

         Section 37.2. The obligations of Landlord under this Lease shall not be
binding upon Landlord named herein after the sale, conveyance, assignment or
transfer by such Landlord (or upon any subsequent landlord after the sale,
conveyance, assignment or transfer by such subsequent landlord) of its interest
in the Building or the Real Property, as the case may be, and in the event of
any such sale, conveyance, assignment or transfer, Landlord shall be and hereby
is entirely freed and relieved of all covenants and obligations of Landlord
under this Lease thereafter arising, and the transferee shall be deemed to have
assumed, subject to the remaining provisions of this Section 37.2, all
obligations of the Landlord under this Lease arising after the effective date of
the transfer. No trustee, partner, shareholder, director or officer of Landlord,
or of any partner or shareholder of Landlord (collectively, the "Parties") shall
have any direct or personal liability for the performance of Landlord's
obligations under this Lease, and Tenant shall look solely to Landlord's
interest in the Building to enforce Landlord's obligations hereunder and shall
not otherwise seek any damages against Landlord personally or any of the Parties
whatsoever.

         Section 37.3. [RESERVED]

         Section 37.4. The parties shall prepare and sign a suitable memorandum
of this Lease for recordation. This Lease shall not be recorded.

         Section 37.5. Except as otherwise expressly stated in this Lease, any
consent or approval required to be obtained from Landlord may be granted by
Landlord in its sole discretion.


                                     -130-
<PAGE>

         Section 37.6. [RESERVED]

          Section 37.7. If Tenant shall remain in possession of the Premises
after the Expiration Date, without the execution by both Tenant and Landlord of
a new lease, Tenant, at the election of Landlord, shall be deemed to be
occupying the Premises as a Tenant from month-to-month, at a monthly rental
equal to one and one-half (1.5) times the Rental payable during the last month
of the Term, subject to all the other conditions, provisions and obligations of
this Lease insofar as the same are applicable to a month-to-month tenancy.

         Section 37.8. This Lease shall be construed without regard to any
presumption or other rule requiring construction against the party causing this
Lease to be drafted. If any words or phrases in this Lease are stricken out or
otherwise eliminated, whether or not any other words or phrases have been added,
this Lease shall be construed as if the words or phrases stricken out or
otherwise eliminated were never included in this Lease and no implication or
inference shall be drawn from the fact that such words or phrases were stricken
out or otherwise eliminated.

         Section 37.9. [RESERVED]

         Section 37.10. [RESERVED]

         Section 37.11. If any of the provisions of this Lease, or the
application thereof to any person or circumstance, shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such provisions to persons or circumstances other than those as to whom or which
it is held invalid or unenforceable, shall not be affected thereby and shall
remain valid and enforceable, and every provision of this Lease shall be valid
and enforceable to the fullest extent permitted by law.

         Section 37.12. Landlord shall have the right to erect any gate, chain
or other obstruction or to close off any portion of the Real Property to the
public at any time to the extent necessary to prevent a dedication thereof for
public use.

         Section 37.13. Tenant agrees that in all disputes arising directly or
indirectly out of this Lease Tenant shall be subject to service of process in,
and the jurisdiction of the courts of, the State of Tennessee. The provisions of
this Section 37.13 shall survive the expiration of this Lease.


                                     -131-
<PAGE>

         Section 37.14. This Lease contains the entire agreement between the
parties and all prior negotiations and agreements are merged into this Lease.
Except as provided in Section 37.6, this Lease may not be changed, abandoned or
discharged, in whole or in part, nor may any of its provisions be waived except
by a written agreement that (a) expressly refers to this Lease, (b) is executed
by the party against whom enforcement of the change, abandonment, discharge or
waiver is sought, and (c) is permissible under the Mortgage(s).

         Section 37.15. Any apportionment or prorations of Rental to be made
under this Lease shall be computed on the basis of a three hundred sixty (360)
day year, with twelve (12) months of thirty (30) days each.

         Section 37.16. The laws of the State of Tennessee applicable to
contracts made and to be performed wholly within the State of Tennessee shall
govern and control the validity, interpretation, performance and enforcement of
this Lease.

         Section 37.17. Tenant warrants and represents that it is duly
incorporated under the laws of the State of Delaware and is duly qualified to do
business in the State of Tennessee (a copy of evidence thereof to be supplied to
Landlord upon request); and that each person executing this Lease on behalf of
Tenant is an officer of Tenant and that he or she is duly authorized to execute,
acknowledge and deliver this Lease to Landlord (a copy of a resolution to that
effect to be supplied to Landlord upon request).

         Section 37.18. The captions are inserted only as a matter of
convenience and for reference and in no way define, limit or describe the scope
of this Lease nor the intent of any provision thereof.

         Section 37.19. The covenants, conditions and agreements contained in
this Lease shall bind and inure to the benefit of Landlord and Tenant and their
respective legal representatives, successors, and, except as otherwise provided
in this Lease, their assigns.

         Section 37.20. For the purposes of this Lease and all agreements
supplemental to this Lease, unless the context otherwise requires:


                                     -132-
<PAGE>

                  (a) The words "herein", "hereof", "hereunder" and "hereby" and
         words of similar import shall be construed to refer to this Lease as a
         whole and not to any particular Article or Section unless expressly so
         stated.

                  (b) Reference to "termination of this Lease" or "expiration of
         this Lease" and words of like import includes expiration or sooner
         termination of this Lease and the Term and the estate hereby granted or
         cancellation of this Lease pursuant to any of the provisions of this
         Lease or to law. Upon the termination of this Lease, the Term and
         estate granted by this Lease shall end at noon on the date of
         termination as if such date were the Fixed Expiration Date, and neither
         party shall have any further obligation or liability to the other after
         such termination except (i) as shall be expressly provided for in this
         Lease, and (ii) for such obligations as by their nature under the
         circumstances can only be, or by the provisions of this Lease, may be,
         performed after such termination, and, in any event, unless expressly
         otherwise provided in this Lease, any liability for a payment (which
         shall be apportioned as of such termination) which shall have accrued
         to or with respect to any period ending at the time of termination
         shall survive the termination of this Lease.

                  (c) Words and phrases used in the singular shall be deemed to
         include the plural and vice versa, and nouns and pronouns used in any
         particular gender shall be deemed to include any other gender.

                  Section 37.21. All exhibits attached to this Lease are
         incorporated herein and Tenant agrees to execute Exhibit "H" upon
         Landlord's request without unreasonable delay.


                                     -133-
<PAGE>

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


                                       RBM CHERRY ROAD PARTNERS, a
                                       Tennessee general partnership

                                       BY: RBM Venture Company, a Delaware
                                           corporation, its managing general
                                           partner


                                       By:
                                            ------------------------------------
                                       Its: Vice President
                                            ------------------------------------
                                                                        LANDLORD


                                       HARRAH'S OPERATING COMPANY, INC.


                                       By:
                                            ------------------------------------
                                       Its: Chief Financial Officer
                                            ------------------------------------
                                                                          TENANT


                                     -134-
<PAGE>

                                   Exhibit "A"

                                Legal Description

PROPERTY LOCATED IN SHELBY COUNTY, TENNESSEE:

PARCEL I

         BEING A PART OF THE HARRAH'S ENTERTAINMENT, INC. CORPORATE HEADQUARTERS
         P.D. AS RECORDED IN PLAT BOOK 155, PAGE 8, ALSO BEING A PART OF THE
         HOLIDAY INNS, INC. PROPERTY AS RECORDED IN INSTRUMENT U7-2133 AT THE
         SHELBY COUNTY REGISTER'S OFFICE, LOCATED IN MEMPHIS, TENNESSEE AND
         BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

         BEGINNING AT A POINT ON THE NORTH LINE OF HAVERHILL ROAD (50' R.O.W.),
         25.15 FEET WEST OF THE WEST LINE OF CHERRY ROAD (R.O.W. VARIES); THENCE
         ALONG SAID NORTH LINE N89 38'59"W A DISTANCE OF 986.49 FEET TO A POINT
         OF CURVATURE; THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF
         257.02 FEET, AN ARC LENGTH OF 120.30 FEET, (CHORD N76 22'21"W - 119.20
         FEET) TO A FOUND CROW'S MARK AT THE SOUTHEAST CORNER OF THE JOEL M. COX
         PROPERTY (INST. S9-0045); THENCE N37 29'55"E ALONG THE EAST LINE OF
         SAID COX PROPERTY A DISTANCE OF 163.78 FEET TO A POINT, SAID POINT
         BEING THE NORTHEAST CORNER OF SAID JOEL M. COX PROPERTY, ALSO BEING THE
         SOUTHEAST CORNER OF LOT 31, AUDUBON PARK SUBDIVISION (PB. 14, PG. 30);
         THENCE ALONG THE EAST LINE OF SAID AUDUBON PARK SUBDIVISION N0 13'10"W
         A DISTANCE OF 579.13 FEET TO A POINT, SAID POINT BEING ON THE EAST LINE
         OF LOT 26 OF AUDUBON PARK SUBDIVISION (PB. 14, PG. 30) AND 15.11 FEET
         SOUTH OF THE NORTH LINE OF SAID LOT 26; THENCE ALONG THE FOLLOWING
         COURSES AND DISTANCES: S59 52'06"E A DISTANCE OF 225.85 FEET TO A
         POINT; THENCE N30 15'47"E A DISTANCE OF 48.67 FEET TO A POINT; THENCE
         S86 44'15"E A DISTANCE OF 75.95 FEET TO A POINT; THENCE S3 15'45"W A
         DISTANCE OF 27.58 FEET TO A POINT; THENCE S86 44'15"E A DISTANCE OF
         173.28 FEET TO A POINT; THENCE N27 16'38"E A DISTANCE OF 188.13 FEET TO
         A POINT; THENCE S89 37'17"E A DISTANCE OF 222.36 FEET TO A POINT;
         THENCE N0 00'14"W A DISTANCE OF 267.93 FEET TO A POINT ON THE SOUTH
         LINE OF THE DIXON GALLERY AND GARDENS PROPERTY (K8-7671); THENCE ALONG
         SAID SOUTH LINE S89 37'17"E A DISTANCE OF 264.26 FEET TO A FOUND AXLE
         ON THE WEST LINE OF SAID CHERRY ROAD, SAID POINT ALSO BEING THE
         SOUTHEAST CORNER OF SAID DIXON GALLERY AND GARDENS PROPERTY; THENCE
         ALONG SAID WEST LINE


                                     -135-
<PAGE>

         S0 00'14"E A DISTANCE OF 905.25 FEET TO A POINT; THENCE N98 38'59"W A
         DISTANCE OF 10.00 FEET TO A POINT; THENCE S0 00'14E A DISTANCE OF
         131.85 FEET TO A POINT OF CURVATURE; THENCE ALONG A CURVE TO THE RIGHT
         HAVING A RADIUS OF 25.00 FEET, AN ARC LENGTH OF 39.42 FEET (CHORD
         S45 10'23"W - 35.46 FEET) TO THE POINT OF BEGINNING.

PARCEL II

The property on which exists a three (3) story office building is situated in
Memphis, Shelby County, Tennessee, and is described as follows:

         BEING A PART OF THE HARRAH'S ENTERTAINMENT, INC. CORPORATE HEADQUARTERS
         P.D. AS RECORDED IN PLAT BOOK 155, PAGE 8, ALSO BEING THE HOLIDAY INN'S
         INC. PROPERTY AS RECORDED IN INSTRUMENT U7-2133 AT THE SHELBY COUNTY
         REGISTER'S OFFICE, LOCATED IN MEMPHIS, TENNESSEE AND BEING MORE
         PARTICULARLY DESCRIBED AS FOLLOWS:

         COMMENCING AT A POINT ON THE CENTERLINE OF CHERRY ROAD (R.O.W. VARIES),
         1087.24 FEET NORTH OF THE INTERSECTION OF HAVERHILL ROAD (50' R.O.W.)
         AND SAID CHERRY ROAD; THENCE NO89  37'17"W A DISTANCE OF 30.00 FEET TO
         A FOUND AXLE ON THE WEST LINE OF SAID CHERRY ROAD; SAID POINT ALSO
         BEING THE SOUTHEAST CORNER OF THE DIXON GALLERY AND GARDENS PROPERTY
         (INST. K8-7671); THENCE N89 37'17"W A DISTANCE OF 264.26 FEET TO THE
         POINT OF BEGINNING, SAID POINT BEING ON THE SOUTH LINE OF SAID DIXON
         GALLERY AND GARDENS PROPERTY; THENCE ALONG THE FOLLOWING COURSES AND
         DISTANCES: S0 00'14"E A DISTANCE OF 267.93 FEET TO A POINT; THENCE
         N89 37'17"W A DISTANCE OF 222.36 FEET TO A POINT; THENCE S27 16'38"W A
         DISTANCE OF 188.13 FEET TO A POINT; THENCE N86 44'15"W A DISTANCE OF
         173.28 FEET TO A POINT; THENCE N3 15'45"E A DISTANCE OF 27.58 FEET TO A
         POINT; THENCE N86 44'15"W A DISTANCE OF 75.95 FEET TO A POINT; THENCE
         S30 15'47"W A DISTANCE OF 48.67 FEET TO A POINT; THENCE N59 52'06"W A
         DISTANCE OF 225.85 FEET TO A POINT ON THE EAST LINE OF LOT 26 OF
         AUDUBON PARK SUBDIVISION (PB. 14, PG. 30), SAID POINT BEING 15.11 FEET
         SOUTH OF THE NORTH LINE OF SAID LOT 26; THENCE ALONG SAID EAST LINE AND
         THE EAST LINE OF THE RESUBDIVISION OF LOTS 21-25, AUDUBON PARK
         SUBDIVISION (PB. 15, PG. 4) N0 13'10"W A DISTANCE OF 325.74 FEET TO A
         FOUND AXLE, SAID AXLE ALSO BEING THE SOUTHWEST CORNER OF SAID DIXON
         GALLERY AND GARDENS PROPERTY; THENCE ALONG THE SOUTH LINE OF SAID DIXON
         GALLERY AND GARDENS PROPERTY


                                     -136-
<PAGE>

         S89 37'17"E A DISTANCE OF 776.93 FEET TO THE POINT OF BEGINNING.


                                     -137-
<PAGE>

                                   Exhibit "B"

                    Plat Showing Building and Building No. 2


                                     -138-
<PAGE>

                                   Exhibit "C"

                              Rules and Regulations


Definitions                         1.       Wherever in these Rules and
                                             Regulations the word "Tenant" is
                                             used, it shall be taken to apply to
                                             and include the Tenant and his
                                             agents, employees, invitees,
                                             licensees, visitors, subtenants and
                                             contractors, and shall be deemed of
                                             such number and gender as the
                                             circumstances require. The word
                                             "Landlord" shall be taken to
                                             include the employees and agents of
                                             Landlord.

Obstructions                        2.       The streets, sidewalks, entrances,
                                             driveways, halls, passages,
                                             elevators, stairways and Common
                                             Areas provided by Landlord shall
                                             not be obstructed by Tenant.

Washrooms                           3.       Toilet rooms, water-closets and
                                             other water apparatus shall not be
                                             used for any purposes other than
                                             those for which constructed.

Fire Prevention                     4.       Tenant shall not do anything in the
                                             Premises or bring or keep anything
                                             therein, which shall in any way
                                             increase or tend to increase the
                                             risk of fire or the rate of fire
                                             insurance, or which shall conflict
                                             with the regulations of the Fire
                                             Department or the fire laws, or
                                             with the rules and regulations of
                                             the City of Memphis, or equivalent
                                             bodies, or with any insurance
                                             policy on the Building or any part
                                             thereof, or with any law,
                                             ordinance, rule or regulation
                                             affecting the occupancy and use the
                                             Premises, now existing or hereafter
                                             enacted or promulgated by any
                                             public authority or by the City of
                                             Memphis or any equivalent body.

Tenant's Equipment                  5.       It is Tenant's responsibility to
                                             properly operate all business
                                             equipment and coffee machines and
                                             to service such equipment and
                                             machines.


                                     -139-
<PAGE>

General                             6.       In order to insure proper use and
Prohibitions                                 care of the Premises, Tenant shall
                                             not, without the consent of
                                             Landlord or unless otherwise
                                             permitted in the Lease:

                                    a.       Keep or permit animals or birds in
                                             the Building except as required for
                                             handicapped persons.

                                    b.       Use the Premises as sleeping
                                             apartments.

                                    c.       Allow any sign, advertisement or
                                             notice to be fixed to the Building,
                                             inside or outside, without
                                             Landlord's written consent.

                                    d.       Make improper noise or disturbances
                                             of any kind, or otherwise do
                                             anything to disturb other tenants
                                             or tend to injure the reputation of
                                             the Building.

                                    e.       Mark or defile elevators, water
                                             closets, toilet rooms, walls,
                                             windows, doors or any other parts
                                             of the Building.

                                    f.       Place anything on the outside of
                                             the Building, including roof
                                             setbacks, window ledges and other
                                             projections; or drop anything from
                                             the windows, stairways or parapets;
                                             or place trash or other matter in
                                             the halls, stairways, elevators or
                                             light wells of the Building.

                                    g.       Cover, block or obstruct any
                                             window, skylight, door or transom
                                             or any other surface that admits
                                             light, except building standard
                                             blinds.

                                    h.       Interfere with the heating or
                                             cooling apparatus.

                                    i.       Allow anyone but Landlord's
                                             employees to clean Premises.

                                    j.       Leave open doors to the Premises at
                                             any time except as otherwise
                                             approved by Landlord, and same
                                             shall be locked at all times when
                                             Premises are not occupied.

                                    k.       Install any shades, blinds or
                                             awnings without consent of the
                                             Landlord, except building standard
                                             blinds.


                                     -140-
<PAGE>

                                    l.       Use any electric heating device,
                                             such as a space heater, without
                                             consent of the Landlord.

                                    m.       Install call boxes, or any kind of
                                             wire in or on the Building without
                                             Landlord's permission and
                                             direction.

                                    n.       Manufacture any commodity, or
                                             prepare or dispense any foods,
                                             beverages, or alcoholic beverages,
                                             tobacco, drugs, flowers, or other
                                             commodities or articles without the
                                             written consent of Landlord. All
                                             food and beverage vending machines
                                             will be provided by the Landlord
                                             Approved Contractor.

                                    o.       Secure duplicate keys for Premises
                                             or toilets, except from Landlord,
                                             or change the locks of any doors to
                                             or in the Premises.

                                    p.       Give employees or other persons
                                             permission to go upon or erect or
                                             place any antennae, tower or other
                                             structure or equipment on the roof
                                             of the Building without the written
                                             consent of the Landlord.

                                    q.       Place door mats in public corridors
                                             (i.e., within the Common Area)
                                             without consent of Landlord.

                                    r.       Schedule, receive or accept freight
                                             other than Monday through Friday,
                                             excluding holidays, between the
                                             hours of 7:00 a.m. to 7:00 p.m.

                                    s.       Leave the Land and enter the
                                             Adjacent Property, except via the
                                             designated entrance driveway
                                             between the Land and Cherry Road,
                                             but then only during the course of
                                             arriving and leaving for work
                                             during Operating Hours.

Business                            7.       Business machines and mechanical
Machines                                     equipment which cause vibration,
                                             noise, cold or heat that may be
                                             transmitted to Building structure
                                             or to any leased space outside
                                             Premises shall be placed and
                                             maintained by Tenant, at its sole
                                             cost and expense, in settings of
                                             cork, rubber,


                                     -141-
<PAGE>

                                             or spring type vibration
                                             eliminators sufficient to absorb
                                             and prevent such vibration, noise,
                                             cold or heat. No business machines
                                             or mechanical equipment which
                                             require above normal business
                                             machine level or high amounts of
                                             electricity shall be used or
                                             installed in the Premises without
                                             Landlord's written consent and if
                                             installed, all electricity used
                                             shall be metered and paid by Tenant
                                             as Additional Rent.

Movement of                         8.       Landlord reserves the right to
Equipment                                    designate the time when and the
                                             method whereby freight, small
                                             office equipment, furniture, safes
                                             and other like articles may be
                                             brought into, moved, or removed
                                             from the Building or Premises, and
                                             to designate the location for
                                             temporary disposition of such
                                             items.

Tenant Moves                        9.       Landlord's tenant move in/move out
                                             policy is as follows:

                                    a.       All moves will be done at such
                                             times as shall not unduly interfere
                                             with other tenants or occupants of
                                             the Real Property or Adjacent
                                             Property.

                                    b.       Landlord shall approve the moving
                                             contractor and such contractor
                                             shall coordinate all aspects of the
                                             move with Landlord.

                                    c.       Tenant's contractor shall provide a
                                             certificate of insurance evidencing
                                             liability, property damage and
                                             workmen's compensation insurance of
                                             not less than $1,000,000, naming
                                             Landlord as additional insured.

                                    d.       Tenant's contractor shall use
                                             appropriate padding and masonite
                                             floor covering to protect all
                                             surfaces including door jambs,
                                             subject to Landlord's inspection
                                             and approval.

                                    e.       Tenant will reimburse Landlord for
                                             all security provided.

                                    f.       Tenant will be responsible for any
                                             damages during the move.


                                     -142-
<PAGE>

Rights Reserved                     10.      Without abatement or diminution in
to Landlord                                  rent, Landlord reserves and shall
                                             have the following additional
                                             rights:

                                    a.       To install and maintain a sign or
                                             signs on the exterior of the
                                             Building.

                                    b.       To designate all sources furnishing
                                             sign painting and lettering, ice,
                                             drinking water, towels and toilet
                                             supplies and other like services
                                             used on the Premises.

                                    c.       At any time or times Landlord
                                             either voluntarily or pursuant to
                                             governmental requirement, may, at
                                             Landlord's own expense, make
                                             repairs, alterations or
                                             improvements in or to the Building
                                             or any part thereof and during
                                             alterations, any close entrances,
                                             doors, windows, corridors,
                                             elevators or other facilities,
                                             provided that such acts shall not
                                             unreasonably interfere with
                                             Tenant's use and occupancy of the
                                             Premises as a whole.

                                    d.       During the last six (6) months of
                                             the term or any part thereof, if
                                             during or prior to that time the
                                             Tenant vacates the Premises, to
                                             decorate, remodel, repair, alter or
                                             otherwise prepare the Premises for
                                             re-occupancy.

                                    e.       To constantly have pass keys and
                                             Security System clearance to the
                                             Premises.

                                    f.       Landlord may reasonably enter upon
                                             the Premises and may exercise any
                                             or all of the foregoing rights
                                             hereby reserved without being
                                             deemed guilty of an eviction or
                                             disturbance of Tenant's use or
                                             possession and without being liable
                                             in any manner to the Tenant.

                                    g.       To access the Dixon Gallery and
                                             Gardens via the Common Area.

Regulation                          11.      Landlord shall have the right to
Change                                       make such other and further
                                             reasonable rules and regulations as
                                             in the judgment of Landlord, may
                                             from time to time be needful for
                                             the safety, appearance, care and
                                             cleanliness of the Building and
                                             Building No. 2 and for the
                                             preservation


                                     -143-
<PAGE>

                                             of order therein, Landlord shall
                                             not be responsible to Tenant for
                                             any violation of rules and
                                             regulations by other tenants or
                                             occupants of the Real Property or
                                             Adjacent Property.

Smoking Areas                       12.      Landlord shall have the right, from
                                             time to time, to designate and
                                             thereafter to change, alter or
                                             redesignate, smoking and
                                             non-smoking area(s) outside the
                                             Building and shall further be
                                             permitted to prohibit or limit such
                                             activity in order to fully comply
                                             with any applicable governmental
                                             ordinance, law or regulation.
                                             Tenant shall not permit any of its
                                             employees, agents or invitees to
                                             smoke except in the designated
                                             smoking area(s) and, in any event,
                                             never inside the Building.

Plumbing                            13.      Plumbing fixtures and appliances
                                             shall be used only for purposes for
                                             which constructed, and no
                                             sweepings, rubbish, rags or other
                                             unsuitable material shall be thrown
                                             or placed therein. Damage resulting
                                             to any such fixtures or appliances
                                             from misuse by Tenant shall be
                                             repaired and replaced at Tenant's
                                             sole cost and expense, and Landlord
                                             shall not in any case be
                                             responsible therefor.

Parking                             14.      Tenant shall use best efforts to
                                             cause Tenant's employees to park
                                             their motor vehicles in those
                                             portions of the parking area
                                             designated by Landlord ("Tenant's
                                             Parking Area").


                                     -144-
<PAGE>

Access                              15.      Tenant shall access Tenant's
                                             Parking Area and/or the Building
                                             via the driveway designated on
                                             Exhibit "C-1" which is attached
                                             hereto and supplements these Rules
                                             and Regulations.


                                     -145-
<PAGE>

                                   Exhibit "D"

                             Cleaning Specifications


         Landlord agrees that, at its expense, it will do the following standard
janitorial work for the Premises.

I.       General Space Cleaning - five (5) nights per week Monday thru Friday

         A.       Nightly

                  1.       Empty and dust wipe all receptacles.

                  2.       Replace plastic liners in waste receptacles as
                           required.

                  3.       Remove waste to a compactor, hamper, or place waste
                           in bags and leave in a designated area.

                  4.       Empty and damp-wipe ashtrays.

                  5.       Clean entrance glass.

                  6.       Clean glass in directories.

                  7.       Spot clean all interior glass, including the glass
                           railing on the plaza and third floor.

                  8.       Damp-wipe all glass top desks and tables.

                  9.       Spot clean walls, doors, door frames and around light
                           switches.

                  10.      Clean the elevators including walls, floors, doors,
                           lights, tracks and indicator panels.

                  11.      Clean and polish stainless steel in the main lobby,
                           elevator lobbies, elevators, etc.

                  12.      Damp-wipe spillages on furniture in lounge and
                           lunchroom areas. (Tenant shall be responsible for


                                     -146-
<PAGE>

                           cleaning of dishes, refrigerators and other kitchen
                           appliances.)

                  13.      Sanitize and polish all drinking fountains.

                  14.      Vacuum all carpeted areas with particular attention
                           being paid to under desks, moveable furniture,
                           corners and edges, etc.

                  15.      Spot clean carpet as needed.

                  16.      Sweep all granite pavers and composition tile
                           flooring with a specially treated mop and buff.

                  17.      Damp mop trackage and spillage as required.

                  18.      Sweep cement stairways.  Damp-mop as required.

                  19.      Dust or damp-wipe handrails and metalwork as
                           required.

                  20.      Sweep with specially treated mop, and wash floors in
                           service areas.

                  21.      Upon the completion of cleaning, the cleaning
                           equipment will be stored neatly in a designated
                           location.

         B.       Monthly

                  1.       Clean and polish desk tops.

                  2.       Perform high dusting not reached in normal cleaning.

                  3.       Dust Venetian blinds.

                  4.       Spray buff vinyl tile flooring in tenant and service
                           areas.

         C.       Quarterly

                  1.       Strip and wax all vinyl tile flooring in tenant and
                           service areas.

                  2.       Vacuum upholstered chairs.


                                     -147-
<PAGE>

II.      Lavatories

         A.       Nightly

                  1.       Empty waste and sanitary napkin disposal receptacles.

                  2.       Replace plastic liners as required.

                  3.       Clean commodes and urinals with a disinfectant.

                  4.       Clean washbowls with a scouring powder.

                  5.       Polish mirrors.

                  6.       Polish all brightwork.

                  7.       Spot clean ceramic tile walls and metal
                           partitions.

                  8.       Floors to be swept, wet mopped and rinsed, using a
                           disinfectant detergent.

                  9.       Fill all towel, toilet issue, sanitary napkin and
                           hand soap dispensers.

         B.       Monthly

                  1.       Wash and disinfect ceramic tile walls and metal
                           partitions.

                  2.       Wash interior of waste and sanitary napkin disposal
                           containers.


                                     -148-
<PAGE>

                                   Exhibit "E"

                             Rating Level Multiplier


         For purposes of Section 2.6 of the Lease:


               If HET's Corporate           . . . then the
               Credit Rating is . . .       Rating Level Multiplier is:

               BBB                          0

               BB                           1.0

               B                            2.0

               CCC                          3.0

               CC or lower                  4.0


                                     -149-
<PAGE>

                                   Exhibit "F"

                                   [RESERVED]


                                     -150-
<PAGE>

                                   Exhibit "G"

                    Tenant Design and Construction Standards


         Tenant agrees to furnish Landlord the following information in
drawings, in accordance with the below-listed schedules.

1.       PRELIMINARY DRAWINGS

         No later than four (4) weeks prior to the projected construction
         commencement date, Tenant shall furnish Landlord one (1) sepia and six
         (6) complete sets of prints of -" scale preliminary drawings showing at
         least the following information:

         a.       Floor plan including furniture layout, partition layout, door
                  layout, power and telephone outlet locations, items above
                  standard finish, floor loading information beyond 70 psf, etc.

         b.       Reflected ceiling plan including lighting layout, exit signs,
                  registers, grilles, diffusers, exhaust fans, ceiling breaks,
                  etc.

         c.       Written scope sheet of special Tenant mechanical and
                  electrical requirements and/or custom construction and finish
                  requirements.

         d.       Take-off sheet of building standard items shall be used.

2.       ARCHITECTURAL WORKING DRAWINGS FOR CONSTRUCTION

         No later than two (2) weeks prior to the projected construction
         commencement date, Tenant shall furnish Landlord two (2) background
         mylars of the partition and ceiling plans and one (1) sepia and two (2)
         sets of prints of complete -" scale working drawings on or before
         showing at least the following information and marked "issued for
         engineering and Landlord review":

         a.       Location and type of all partitions and doors (specify
                  hardware and provide keying schedule), glass


                                     -151-
<PAGE>

                  partitions, windows and glass doors (indicate framing sections
                  if not building standard).

         b.       Indication of all critical dimensions necessary for
                  construction.

         c.       Location of telephone equipment room accompanied by an
                  approval of the telephone company.

         d.       Location of all building standard and above building standard
                  electrical items including outlets, switches, telephone
                  outlets and lighting.

         e.       Location and type of equipment that require special
                  electrical; requirements including manufacturer's
                  specifications for use and operations.

         f.       Location, weight per square foot and description of any
                  exceptionally heavy equipment or filing system exceeding 75
                  psf live load including 20 psf for partitions.

         g.       Requirements for special air conditioning or ventilation
                  including occupancy information for each room and space.

         h.       Type and color of floor covering, wall covering, and building
                  standard and above-building standard paint or finishes.

         i.       Requirements for special plumbing including all line sizes,
                  fixtures and specifications.

         j.       Location and type of kitchen equipment including
                  specifications.

         k.       Details showing:

                  (1)      Construction of all partition types;

                  (2)      Head, jamb and sill sections with elevations for all
                           door types;

                  (3)      Shelving, cabinet work and architectural millwork
                           with dimensions and dimensions of all equipment to be
                           built in;


                                     -152-
<PAGE>

                  (4)      Special corridor entrance with framing and support
                           requirements; and

                  (5)      Bracing or support of special walls, glass
                           partitions, drapery track, etc.

3.       MECHANICAL/ELECTRICAL WORKING DRAWINGS FOR CONSTRUCTION

         No later than two (2) weeks prior to the projected construction
         commencement date, Tenant shall furnish two (2) sets of prints of --"
         scale mechanical/electrical working drawings which, among other things,
         shall identify requirements beyond the building standard scope.

4.       Within ten (10) days after the furnishing of any such drawings by
         Tenant, Landlord shall approve, disapprove, or request further
         information concerning the drawings submitted, indicating the reason
         for any disapproval and specifying clearly the nature and scope of any
         request for further information. In all events, Landlord shall use good
         faith efforts to respond to such submissions by Tenant expeditiously so
         as to not delay unnecessarily Tenant's construction of Alterations.

5.       Tenant shall be responsible for obtaining city review and approval of
         preliminary drawings (as referred to in paragraph 1 above). Tenant
         shall make application and obtain a city building permit.


                                     -153-
<PAGE>

                                   Exhibit "H"

                               First American SNDA

             SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
                                 Building No. 1

         THIS AGREEMENT, made as of the ----- day of October, 1999, by FIRST
AMERICAN NATIONAL BANK, with a place of business at 6000 Poplar Avenue, Suite
300, Memphis, Tennessee 38119 ("Mortgagee") and Harrah's Operating Company,
Inc., a Delaware corporation, having an office address at 5100 West Sahara
Avenue, Suite 200, Las Vegas, NV 89146 ("Tenant").

                                   WITNESSETH:

         WHEREAS, Mortgagee has entered into, or is about to enter into, a
mortgage loan transaction with RBM Cherry Road Partners, a Tennessee general
partnership, having an office address of 5810 Shelby Oaks Drive, Memphis, TN
38134 ("Landlord"); and

         WHEREAS, Mortgagee is, or is to become, the beneficiary of a Deed of
Trust, Assignment of Rents and Security Agreement (said Deed of Trust,
Assignment of Rents and Security Agreement being hereinafter referred to as the
"Mortgage") covering that certain parcel of land owned by Landlord and described
on Exhibit "A" annexed hereto and made a part hereof, together with the
improvements erected thereon (said parcel of land and improvements thereon being
commonly known as 1023 Cherry Road, Memphis, TN 38117, hereinafter called the
"Improvements"); and

         WHEREAS, by a certain Lease entered into between Landlord and Tenant
dated as of October 25, 1999 ("Lease"), Landlord leased to Tenant a portion of
the Improvements, to wit, the premises designated as floors one (1) through
three (3) of the three-story office building located at 1023 Cherry Road,
Memphis, TN 38117, generally depicted on Exhibit "B" annexed hereto and made a
part hereof (said premises being hereinafter called the "Demised Premises"); and

         WHEREAS, a copy of the Lease has been delivered to Mortgagee, the
receipt of which is hereby acknowledged; and


                                     -154-
<PAGE>

         WHEREAS, the parties hereto desire to effect the subordination of the
Lease to the Mortgage and to provide for the non-disturbance of Tenant by the
holder of the Mortgage.

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto intending to be
legally bound hereby agree as follows:

         1. Mortgagee hereby consents to and approves the Lease and the term
thereof, including any options to extend the term as set forth in the Lease, and
covenants and agrees that the exercise by Tenant of any of the rights, remedies,
and options therein contained shall not constitute a default under the Mortgage.

         2. Tenant covenants and agrees with Mortgagee that the Lease is hereby
made, and shall continue hereafter to be, subject and subordinate to the lien of
the Mortgage, and to all modifications and extensions thereof, with the same
force and effect as if the Mortgage had been executed and delivered prior to the
execution and delivery of the Lease and without regard to the order of priority
of recording the Mortgage, subject, however, to the provisions of this
Agreement. Tenant shall take such steps and execute such documents from time to
time hereafter as Mortgagee may reasonably request in order to carry into effect
the provisions and intent of this Agreement and to confirm the subordination of
the Lease to the lien of the Mortgage subject to the terms hereof.

         3. Tenant certifies that the Lease is presently in full force and
effect and unmodified and Tenant as of this date has no knowledge of any
default, charge, lien or claim of offset under the Lease.

         4. The Tenant shall deliver to Mortgagee, within thirty (30) days after
receipt of a written request for same, further certifications that (i) the Lease
is then in full force and effect; (ii) there have been no modifications to the
Lease (except those specified therein); (iii) there is then no default, charge,
lien or claim of offset under the Lease (or stating any of the same which may be
claimed or known); (iv) not more than one month's installment of rent has been
paid in advance of the due date (or stating any such other payments, if made);
and (v) such other information as Mortgagee may reasonably request. For so long
as Tenant is not in default under the terms of the Lease


                                     -155-
<PAGE>

and the Lease shall be in full force and effect, Mortgagee agrees that:

                  (a) Except as may be procedurally required by law, Tenant
shall not be named or joined as a party or otherwise in any suit, action or
proceeding for the foreclosure of the Mortgage or to enforce any rights under
the Mortgage or note or other obligation secured thereby. Nothing hereinabove
shall prohibit or prevent the Mortgagee from suing the Tenant for any default
(as defined in the Lease) by Tenant under the Lease.

                  (b) The possession by Tenant of the Demised Premises and
Tenant's rights thereto shall not be disturbed, affected or impaired by, nor
will the Lease, Tenant's rights thereunder, or the term thereof be terminated or
otherwise affected (i) by any suit, action or proceeding upon the Mortgage or
note or other obligation secured thereby, or for the foreclosure of the Mortgage
or the enforcement of any rights under the Mortgage or any other documents held
by the holder of the Mortgage, or (ii) by any judicial sale or execution or
other sale of the Demised Premises in connection with the Mortgage, or any deed
given in lieu of foreclosure, or (iii) by any default under the Mortgage or note
or other obligation secured thereby.

                  (c) Neither the Mortgage nor any other security instrument
executed in connection therewith shall cover or be construed as subjecting in
any manner to the lien thereof, any trade fixtures, equipment, inventory or
other personal property at any time furnished or installed by or for Tenant in
the Demised Premises unless the same are permanently affixed to the real estate
thereof. Tenant agrees that upon removal of any of its trade fixtures,
equipment, inventory or other personal property at any time furnished or
installed by or for Tenant in the Demised Premises, Tenant shall, at its
expense, repair all damage to the Demised Premises caused by any such removal.

         5. If Mortgagee or any future holder of the Mortgage shall become the
owner of the Improvements by reason of foreclosure of the Mortgage or otherwise,
or if the Improvements shall be sold as a result of any action or proceeding to
foreclose the Mortgage, or transfer of ownership by deed given in lieu of
foreclosure, the Lease shall continue in full force and effect, without
necessity for executing any new lease, as a direct lease between Tenant and the
then owner of the Improvements, as


                                     -156-
<PAGE>

"Landlord," upon all of the same terms, covenants, and provisions contained in
the Lease, and in such event:

                  (a) Tenant shall be bound to such new owner under all of the
terms, covenants, and provisions of the Lease for the remainder of the term
thereof (including also any extension periods, if Tenant elects or has elected
to exercise its option to extend the term) and Tenant hereby agrees to attorn to
such new owner and to recognize such new owner as "Landlord" under the Lease;
and

                  (b) Such new owner shall be bound to Tenant under all of the
terms, covenants, and provisions of the Lease for the remainder of the term
thereof (including also any extension periods, if Tenant elects or has elected
to exercise its options to extend the term) which such new owner hereby agrees
to assume and perform; and Tenant shall, from and after the date such new owner
succeeds to the interest of "Landlord" under the Lease, have the same remedies
against such new owner for any subsequently occurring breach of any covenant
contained in the Lease as Tenant might have had under the Lease against Landlord
if such new owner had not succeeded to the interest of Landlord, provided,
however, that such new owner shall not (i) be bound by any rent or additional
rent which Tenant might have paid for more than one month in advance to any
prior landlord (including Landlord); or (ii) be bound by any amendment or
modification of the Lease made without its consent.

         6. Any notices or communications given under this Agreement shall be in
writing and shall be given by certified mail, return receipt requested, postage
prepaid, (a) if to Mortgagee, at the address for Mortgagee hereinabove set forth
or at such other address as Mortgagee may designate by notice to Tenant, or (b)
if to Tenant, at the address of Tenant as hereinabove set forth or at such
address as Tenant may designate by notice to Mortgagee.

         7. Tenant agrees, by notice given in the manner provided in the Lease,
to give to Mortgagee at the address provided above a copy of any notice of
default served upon the Landlord by Tenant. Tenant shall give such notice to
Mortgagee simultaneously with the giving of any such notice of default to
Landlord. Tenant further agrees that if Landlord shall have failed to cure any
such default within such time as may be provided for in the


                                     -157-
<PAGE>

Lease, then Tenant shall give Mortgagee written notice of such failure and
Mortgagee shall have an additional forty-five (45) days from receipt of such
notice within which to cure such default, or if such default cannot be cured
within that time, then within such additional time as may be necessary if within
such forty-five (45) days Mortgagee has commenced and is diligently pursuing the
remedies necessary to cure such default (including but not limited to
commencement of foreclosure proceedings, if necessary to effect such cure); and
in such event the Lease shall not be terminated and Tenant shall not be excused
or released from the timely performance and payment of all of Tenant's
obligations under the Lease, without setoff or deduction, while such remedies
are being so diligently pursued by Mortgagee. Mortgagee shall not be deemed, as
a result of any such curing or attempted curing, to have assumed or become
personally liable for Landlord's obligations under the Lease.

         8. Upon notification by Mortgagee to the Tenant of the exercise of
Mortgagee's rights under the Mortgage to receive direct payment of rents or
other charges, Tenant shall pay rent and any other sums payable under the terms
of the Lease directly to Mortgagee. Notwithstanding the Tenant's payment to
Mortgagee of the rent and other sums payable under the terms of the Lease,
Tenant hereby acknowledges and agrees that Mortgagee shall have no duties or
obligations with respect to the Lease until Mortgagee has notified Tenant of
Mortgagee's assumption of the Landlord's obligations under the Lease.

         9. This Agreement shall bind and inure to the benefit of and be binding
upon and enforceable by the parties hereto and their respective successors and
assigns.

        10. This Agreement contains the entire agreement between the parties and
cannot be changed, modified, waived, or cancelled except by an agreement in
writing executed by the parties against whom enforcement of such modification,
change, waiver or cancellation is sought.

        11. This Agreement and the covenants herein contained are intended to
run with and bind all lands affected thereby.

        12. Any notices sent to Mortgagee herein shall include a copy to: J.
Philip Jones, Esq., Martin, Tate, Morrow & Marston, P.C., 6000 Poplar Avenue,
Suite 340, Memphis, TN 38119-3971.


                                     -158-
<PAGE>

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

                                   MORTGAGEE:

                                   FIRST AMERICAN NATIONAL BANK

                                   By:-----------------------------

                                   Title:--------------------------

                                   TENANT:

                                   HARRAH'S OPERATING COMPANY, INC.

                                   By:-----------------------------

                                   Title:--------------------------

STATE OF TENNESSEE
COUNTY OF SHELBY

        Before me, a Notary Public, of the State and County aforesaid,
personally appeared --------------------, with whom I am personally acquainted
(or proved to me on the basis of satisfactory evidence), and who, upon oath,
acknowledged himself/herself to be the ---------------------- of First American
National Bank, the within named bargainor, a national banking association, and
that he/she as such officer, being authorized so to do, executed the foregoing
instrument for the purpose therein contained, by signing the name of the
association by himself/herself as such officer.

        WITNESS my hand and official seal this -----day of --------, 199--.


                                  ----------------------------
                                  NOTARY PUBLIC

My commission expires:

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


                                     -159-
<PAGE>

STATE OF ----------------------
COUNTY OF ---------------------

        Before me, a Notary Public, of the State and County aforesaid,
personally appeared --------------------, with whom I am personally acquainted
(or proved to me on the basis of satisfactory evidence) and who, upon oath,
acknowledged himself/herself to be the ------------------- of HARRAH'S OPERATING
COMPANY, INC., the within named bargainor, a Delaware corporation, and that
he/she as such officer, being authorized so to do, executed the foregoing
instrument for the purpose therein contained by signing the name of the
corporation by himself/herself as such officer.

        WITNESS my hand and seal at office this ---- day of --------, 199--.


                                  ----------------------------
                                  NOTARY PUBLIC

My commission expires:


                                     -160-
<PAGE>

                                   Exhibit "I"

                Memphis and Shelby County Land Use Control Board
                     - Staff Report #16 Correspondence Item,
                              Case No.: P.D. 93-322
                        L.U.C.B. Meeting October 14, 1999


                                     -161-
<PAGE>

                                    EXHIBIT H
                              DEFERRED ROOF REPAIR


                                     -162-