OFFICE/WAREHOUSE LEASE AGREEMENT

   THIS LEASE,  made this 2nd day of June, 1989, by and between the Owner of the
leased  premises  through  its  Agent,  Nooney  Management  Company,  a Missouri
corporation,  (hereinafter  referred to as  "Landlord"),  and Household  Finance
Corporation III, a Delaware corporation (hereinafter referred to as "Tenant");

   WITNESSETH:

   1. LEASED PREMISES. Landlord hereby demises and leases to Tenant that certain
space known and  numbered  as 3465 North  Powell  Avenue,  Franklin  Park,  Cook
County,  Illinois, more fully described on Exhibit "A", attached hereto and made
a  part  hereof,   containing   approximately   91,855  square  feet  of  space,
(hereinafter referred to as the "Premises"), plus the use of all common areas in
and around Landlord's building (which building, common areas and the real estate
thereunder,  is more fully described on Exhibit "B",  attached hereto and made a
part  hereof,  and  is  hereinafter  referred  to  as  the  "Property").  Tenant
acknowledges  that it has  inspected  the  Premises  and the common areas of the
Property,  and accepts same in their present "AS IS" condition  excluding latent
defects,  and as suitable for the  purposes for which they are leased.  However,
Landlord warrants that all mechanical,  electrial [sp] and plumbing system shall
be in good working  condition  on the  commencement  date of this Lease.  Tenant
further  acknowledges that Landlord has made no representations  with respect to
any alterations,  repairs or improvements to be constructed within the Premises,
unless otherwise set forth in this Lease.

   2. USE.  The  Premises  shall be used only for the purpose of general  office
and/or  receiving,  warehousing  and shipping  products  distributed  by Tenant.
Tenant shall obtain, at Tenant's sole cost and expense, any and all licenses and
permits  necessary for Tenant's  contemplated use of the Premises.  Tenant shall
comply  with  all  existing  and  future   governmental  laws,   ordinances  and
regulations  applicable to the use of the Premises,  as well as all requirements
of Landlord's  insurance  carrier,  excluding the making of structural  changes.
Tenant shall not permit any objectionable or unpleasant odors, smoke, dust, gas,
noise or  vibrations  to emanate  from the  Premises,  nor take any other action
which  would  constitute  a nuisance  or which  would  disturb or  endanger  any
third-party  tenants  of the  Property,  or  unreasonably  interfere  with  such
third-party  tenant's use of their respective  space.  Tenant shall not receive,
store  or  otherwise  handle  any  product,  material  or  merchandise  which is
explosive  or  highly  inflammable.  Tenant  shall  comply  with  all  statutes,
ordinances, rules, orders, regulations and requirements of the Federal, State or
municipal governments for any activities involving,  directly or indirectly, the
use,  generation,  treatment,  storage,  or disposal of any  hazardous  or toxic
chemicals,  materials,  substances  or  wastes  used  within  the  Premises.  At
Landlord's request,  Tenant shall furnish evidence,  reasonably  satisfactory to
Landlord,  that Tenant is in compliance  with such  environmental  requirements.
Tenant agrees to indemnify,  defend and hold Landlord  harmless from and against
any and all  liabilities  or claims by reason of any injury to persons or damage
to property arising out of the discharge,  disbursement,  release,  or escape of
smoke, vapors, soot, fumes, acids, alkalis,  toxic chemicals,  hazardous wastes,
liquid  or  gasses,  waste  materials,  or  other  irritants,   contaminants  or
pollutants  into or about the Premises or  Property,  which  originate  from any
products  stored,  produced,  manufactured,  treated,  or  disposed of by Tenant
within the Premises.  The aforesaid  indemnification  and defenses shall survive
the term of this Lease.

   Tenant  shall not permit the  Premises  to be used for any  purpose or in any
manner (including, without limitation, any method of storage) which would render
Landlord's  insurance  thereon void, or the insurance  risk more  hazardous,  or
cause the State Board of Insurance or other insurance  authority to disallow any
sprinkler credits.

   3. TERM. The term of this Lease shall commence on the 1st day of July,  1989,
and shall expire on the 31st day of December,  1994,  both  inclusive.  Tenant's
responsibilities  and liabilities apply from the date of Tenant's  possession if
sooner than July 1, 1989, except for payment of rent. See Additional Provisions,
Paragraph 30.
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   4. BASE RENT. Tenant shall pay to Landlord as Base Rent for said Premises the
sum of Two Hundred  Fifty-two  Thousand,  Six  Hundred and 00/100  ($252,600.00)
Dollars, per year, payable in equal monthly installments of Twenty-one Thousand,
Fifty and 00/100  ($21,050.00)  Dollars  each, on the first day of each calendar
month, in advance,  without setoff or deduction,  at the office of Landlord. See
Additional Provisions, Paragraph 31.

   5. ADDITIONAL RENT.

   (a) Taxes.  Landlord shall be  initially  responsible  for the payment of all
general and special taxes,  including any assessments for local improvements and
any other governmental charges ("Tax"), which may lawfully be charged, assessed,
or imposed upon the Property, or any part thereof. Tenant shall pay to Landlord,
as Additional Rent, Tenant's  proportionate share of such Taxes paid by Landlord
in each  calendar  year during the term of this Lease.  The parties  acknowledge
that  certain  real estate  Taxes  payable in Illinois  are paid one (1) year in
arrears;  notwithstanding  such  fact,  Tenant  shall pay to  Landlord  Tenant's
proportionate  share of such Taxes paid by  Landlord in the  calendar  year when
such Taxes were actually paid. In addition  thereto,  Tenant shall pay all taxes
which may  lawfully be  charged,  assessed or imposed  upon  Tenant's  fixtures,
equipment  and inventory of every type,  and also upon all of Tenant's  personal
property within the Premises.

   In the event  Landlord is assessed with a Tax which  Landlord or Tenant deems
excessive,  Landlord  or Tenant may  challenge  such Tax to the  extent  legally
permitted, so long as the validity or amount thereof is contested by Landlord or
Tenant in good faith,  and so long as Tenant's  occupancy of the Premises is not
disturbed.  Prior to Landlord or Tenant challenging such tax, Landlord or Tenant
shall provide the other party  written  notice of its intention to do so. In the
event  Landlord  or Tenant  is  successful  in its  challenge,  resulting  in an
abatement  and/or refund,  Tenant's  proportionate  share of such Taxes shall be
adjusted to reflect such abatement  and/or refund,  less  Landlord's  reasonable
costs in securing same. In the event Landlord or Tenant is  unsuccessful  in its
challenge,  Tenant  shall pay its  proportionate  share of  Landlord's  costs to
reduce or abate the contested Tax.  Landlord shall provide Tenant written notice
setting forth the amount due.  Landlord's costs shall include,  but shall not be
limited  to,  reasonable  fees of counsel  and  experts  reasonably  incurred by
Landlord in connection with any such challenge, or any judicial review thereof.

   In the event Landlord is assessed with a Tax which Landlord has the option to
pay in  installments  over a period of time,  and Landlord  solely elects to pay
such Tax in  installments,  the Taxes allocable to Tenant shall only include the
then current  installment  and any applicable  interest due thereon;  and should
Landlord  elect  not to pay such Tax in  installments,  the Taxes  allocable  to
Tenant  shall only include an amount  equal to the  installment  that would have
come due had Landlord elected the installment method of payment.

   The foregoing  provisions are predicated on the present system of taxation in
the state where the Property is located.  However,  if due to a future change in
the  method of  taxation  any  franchise,  income,  profit or other tax shall be
levied against the Landlord in substitution, whole or in part, for or in lieu of
any tax which would  otherwise  constitute a "real estate tax",  such franchise,
income, profit or other tax shall be deemed to be a Tax for the purposes hereof.

   (b) Insurance. Landlord shall be initially responsible for the payment of all
premiums for liability,  property damage, fire, worker's compensation,  rent and
any other insurance  ("Insurance") which Landlord deems necessary to carry on or
for the protection of the Property.  Tenant shall pay to Landlord, as Additional
Rent,  Tenant's  proportionate  share of such Insurance paid by Landlord in each
calendar year during the term of this Lease. In addition  thereto,  in the event
Tenant's  use of the Premises  shall result in an increase of any of  Landlord's
insurance premiums,  Tenant shall pay to Landlord, upon written notice, and, and
as Additional Rent, an amount equal to such increase in insurance. Such payments
of insurance  shall be in addition to all premiums of insurance  which Tenant is
required to carry pursuant to Paragraph 19 of this Lease.

  (c) Common Area Maintenance. Tenant shall be responsible for the operation and
maintenance of the following:  the  maintenance,  and repair within Exhibit A of
the paving of all parking  facilities,  access roads,  driveways,  sidewalks and
passageways,   trunk-line   plumbing  (as  opposed  to  branch-line   plumbing),
landscaping,  snow  removal,

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interior  and  exterior  painting,  and rail  spur  maintenance,  if applicable.
Notwithstanding  the aforesaid,  Tenant shall not be responsible for the payment
of any expense  chargeable  to a capital  account or capital  improvement  under
generally accepted  accounting  principles;  nor shall Tenant be responsible for
the payment of any expense for which Landlord is otherwise reimbursed.

   (d) Payment of Additional Rent.  Landlord shall have the right to bill Tenant
monthly for all Taxes,  Insurance,  and Common Area  Maintenance  expenses which
Tenant is obligated to pay Landlord under this Lease; and, in the event Landlord
so elects,  Tenant shall pay to Landlord,  in addition to payments of Base Rent,
an amount equal to one-twelfth (1/12) of Tenant's total  proportionate  share of
such Taxes, Insurance and/or Common Area Maintenance expense. All monies paid in
advance to Landlord by Tenant shall not accrue  interest  thereon.  Such amounts
for the first year of the lease term shall be reasonably  estimated by Landlord;
thereafter,  such  amounts  shall be estimated  upon the basis of the  preceding
year. At the end of each calendar  year,  Landlord  shall deliver a statement to
Tenant setting forth Tenant's  actual  proportionate  share of Taxes,  Insurance
and/or Common Area  Maintenance  expenses  along with a copy of the tax bill and
the total amount of monthly payments, if any, paid by Tenant to Landlord. Tenant
shall  thereafter  pay to  Landlord  the full amount of any  difference  between
Tenant's  proportionate share and Tenant's estimated payments within thirty (30)
days after receipt of Landlord's  statement.  Conversely,  in the event Tenant's
estimated  payments  exceed the actual amount of Tenant's  proportionate  share,
Landlord  shall  refund the  overpayment  to  Tenant.  In the event any bills or
computations are not available prior to the end of the lease term,  Tenant shall
pay an amount reasonably estimated by Landlord,  which amount shall be equitably
adjusted for any partial  month or year of the term of this Lease.  For purposes
of this Lease, Tenant's  proportionate share shall be defined as a fraction, the
numerator  of  which  shall  be the  square  footage  of the  Premises,  and the
denominator  of which shall be the square  footage of the  rentable  area of the
Property,  which  proportionate  share is hereby agreed to be equal to 56.55% at
the time the lease was executed.

   Within ninety (90) days after receipt of each year-end  statement,  Tenant or
its authorized agent shall have the right, at Tenant's sole cost and expense, to
inspect and audit  Landlord's  records  with  respect to Tenant's  proportionate
share of expenses,  which audit shall be at Landlord's  office during Landlord's
normal  business hours,  and upon five (5) days prior written notice.  Except as
aforesaid,  Landlord  shall not be  obligated  to provide  Tenant with  detailed
summaries and receipts for all expenses  incurred by the Property;  but Landlord
shall provide Tenant with a statement setting forth such, expenses,  categorized
by class and amount.  Unless Tenant asserts  specific  errors within said ninety
(90) days, said year-end statement shall be deemed to be correct.

   6. LATE CHARGE. In the event Tenant is late by more than ten (10) days in the
payment of any Base Rent or  Additional  Rent,  Tenant  shall be assessed a late
charge for Landlord's increased administrative expenses, which late charge shall
be equal to five (5%) percent, per month, of all outstanding rent owed Landlord.
Landlord, shall provide Tenant written notice setting forth the amount due.

   7. UTILITIES.  Landlord agrees to supply water, gas,  electricity,  sewer and
telephone  connections to the Premises;  but Tenant shall pay for the use of all
such water,  gas,  electricity,  sewer,  and telephone  services,  and any other
utilities and/or services used by Tenant within the Premises,  together with any
taxes,  penalties,  surcharges or the like pertaining  thereto.  Tenant shall be
liable for all maintenance and equipment with respect to the continued operation
of such  utilities  which are located  within the  Premises  including,  without
limitation,  all electric light bulbs, tubes and starters. In the event any such
utilities are not separately metered,  Tenant shall pay to Landlord a portion of
the  cost of such  utilities  determined  by  Landlord's  independent  engineer.
Landlord  shall not be liable for any  interruption  or  failure of any  utility
servicing the Property,  unless such  interruption or failure is directly due to
Landlord's negligence.

   8.  LANDLORD'S  REPAIRS AND  MAINTENANCE.  Landlord shall, at Landlord's sole
cost and expense,  maintain,  repair and replace,  if necessary,  the structural

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portions of the roof,  the  foundation  and the exterior  walls,  as well as the
maintenance  and  repair  of all  subfloors  (but not floor  coverings)  and the
utility  supply  lines  leading  to the  outside  of the  demising  walls of the
Premises.  Notwithstanding  the aforesaid,  in the event any such maintenance or
repairs are caused by the negligence of Tenant or Tenant's employees,  agents or
invitees, Tenant shall reimburse to Landlord, as Additional Rent, the reasonable
cost of all such  maintenance  and repairs within thirty (30) days after receipt
of  Landlord's  invoice  for same.  For  purposes  of this  Paragraph,  the term
"exterior walls" shall not include windows,  plate glass, doors, office entries,
dock doors, or any exterior  improvement made by Tenant.  Landlord  reserves the
right to  designate  all  sources of  services  in  connection  with  Landlord's
obligations  under this Lease.  Tenant  hereby  grants to Landlord  the right to
enter upon the Premises, at reasonable times, and upon reasonable notice, except
in  emergencies  reasonably  determined  by Landlord,  for the purpose of making
inspections and/or repairs.  Tenant shall have the duty to periodically  inspect
the Premises and notify  Landlord  should  Tenant  observe a need for repairs or
maintenance  of any  obligation  of Landlord  under this Lease.  Upon receipt of
Tenant's  notice,  Landlord shall have a reasonable  period of time to make such
repairs or  maintenance;  however,  it is expressly  understood  that Landlord's
liability  with respect to such  maintenance  and repair shall be limited to the
cost of such repairs or  maintenance.  If Landlord enters in an emergency and no
employee of Tenant is available,  Landlord  prior to leaving the Premises  shall
secure same free from entry by others.  Landlord  shall notify Tenant as soon as
possible in each such emergency situation.

   9.  TENANT'S  REPAIRS AND  MAINTENANCE.  Tenant,  at  Tenant's  sole cost and
expense,  shall have the  affirmative  duty to periodically  inspect,  maintain,
service,  repair and replace, if necessary,  all non-structural  portions of the
Premises which are not expressly the responsibility of Landlord  including,  but
not limited to, any windows, plate glass, doors, office entries,  interior walls
and finish work, floor  coverings,  heating and air  conditioning  systems,  hot
water heaters,  dock bumpers,  truck doors,  branch  plumbing,  all of which are
located within and exclusively  serve the Premises per Exhibit A and termite and
pest  extermination.  In the event the Property  has  available to its rail spur
access,  Tenant agrees to sign a Joint  Maintenance  Agreement with the railroad
company  servicing the Property for the use of all tenants  within the Property.
Notwithstanding  the  aforesaid,  Tenant  shall not be liable for any repairs or
maintenance  which  are  directly  caused  by  the  negligence  of  Landlord  or
Landlord's  employees,  agents  or  invitees.  Upon the  expiration  or  earlier
termination  of this  Lease,  Tenant  shall  return the  Premises to Landlord in
substantially  the same  condition as when  received,  reasonable  wear and tear
excepted.  Tenant  shall  perform  all  repairs  and  maintenance  in a good and
workmanlike    manner,   and   in   compliance   with   all   governmental   and
quasi-governmental laws, ordinances and regulations, as well as all requirements
of Landlord's  insurance carrier. In the event such repair or maintenance is not
of the type which Landlord has elected to perform  pursuant to Paragraph 5(c) of
this Lease,  and in the event Tenant  fails to properly  perform such repairs or
maintenance  within a reasonable  period of time but not less than 15 days after
Landlord's  written  notice,  Landlord  shall have the  option to  perform  such
repairs on behalf of Tenant,  in which event Tenant shall reimburse to Landlord,
as Additional  Rent, the reasonable  costs thereof within thirty (30) days after
receipt of Landlord's invoice for same.

   10. ALTERATIONS. Tenant shall not make any structural alterations,  additions
or improvements to the Premises or Property without the prior written consent of
Landlord.  Notwithstanding  the  aforesaid,  Tenant,  at Tenant's  sole cost and
expense,  may  construct  interior  non-structural  alterations,   additions  or
improvements to the Premises,  or install such trade fixtures as Tenant may deem
necessary,  so long as such  improvements and trade fixtures do not penetrate or
disturb the  structural  integrity  and support  provided by the roof,  exterior
walls  or  subfloors.   All  such  improvements  and  trade  fixtures  shall  be
constructed and/or installed in a good and workmanlike manner, and in compliance
with all applicable  governmental and  quasi-governmental  laws,  ordinances and
regulations, as well as all requirements of Landlord's insurance carrier.

   Tenant may remove all alterations, additions, improvements and trade fixtures
installed by Tenant from the Premises upon the expiration or earlier termination
of this Lease;  and,  upon such  removal,  Tenant shall repair the Premises to a
condition  substantially  similar to that  condition  when  received  by Tenant,
except for normal wear and tear and damage due to casualty.  Notwithstanding the
aforesaid, all such alterations, additions, or improvements left by Tenant after
lease  termination shall remain within the Premises upon the termination of this
Lease,  and shall be delivered up to Landlord along with the Premises.  Landlord
shall have no right to any of Tenant's trade fixtures;  and, except as otherwise
set  forth in this  Lease,  Tenant  may  remove  such  trade  fixtures  upon the
termination  of this Lease,  provided  Tenant  repairs any damage caused by such
removal.

   Upon  termination  of this lease,  Tenant  shall  restore the premises to its
prior  condition for any  alterations,  additions or  improvements  made without
Landlord's approval.

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   11.  DESTRUCTION.  If the Premises or the Property are damaged in whole or in
part by casualty so as to render the Premises  untenantable,  and if the damages
cannot be repaired  within 180 days from the date of said  casualty,  this Lease
shall terminate as of the date of such casualty.  If the damages can be repaired
within said 180 days,  and Landlord  does not elect within sixty (60) days after
the date of such casualty to repair same,  then either party may terminate  this
Lease  by  written  notice  served  upon  the  other.  In the  event of any such
termination,  the parties  shall have any no further  obligations  to the other,
except  for  those  obligations  accrued  through  the  effective  date  of such
termination;  and upon such  termination,  Tenant  shall  immediately  surrender
possession  of the  Premises to  Landlord.  Should  Landlord  elect to make such
repairs,  this Lease shall remain in full force and effect,  and Landlord  shall
proceed with all due diligence to repair and restore the Premises to a condition
substantially similar to that condition which existed prior to such casualty. In
the event the repair and restoration of the Premises  extends beyond one hundred
eighty  (180)  days  after the date of such  casualty  due to causes  beyond the
control of  Landlord,  this Lease  shall  remain in full force and  effect,  and
Landlord shall not be liable  therefor;  but Landlord shall continue to complete
such  repairs  and  restoration  with all due  diligence.  Tenant  shall  not be
required to pay any rent for any period in which the Premises are  untenantable.
In the event only a portion of the  Premises  are  untenantable,  Tenant's  rent
shall be equitably  abated in proportion  to that portion of the Premises  which
are so unfit, and not used by Tenant as a result thereof.  However,  there shall
be no rent  abatement  if said  casualty  is due to the fault or  negligence  of
Tenant or Tenant's agents, employees or invitees.

     12. INSPECTION. Landlord shall have the right to enter and inspect the
Premises at any reasonable time, and upon reasonable  notice, for the purpose of
ascertaining the condition of the Premises,  or in order to make such repairs as
may be required  or  permitted  to be made by  Landlord  under the terms of this
Lease. In addition  thereto,  during the last nine (9) months of the lease term,
Landlord shall have the right to enter the Premises at any reasonable  time, and
upon reasonable  notice,  for the purpose of showing the Premises to prospective
third-party tenants; unless Tenant has exercised its option to renew and, during
said nine (9)  months,  Tenant  shall  have the  right to erect on the  Property
and/or  Premises a suitable sign  indicating that the Premises are available for
lease unless Tenant has exercised its option to renew.

   Tenant shall give Landlord  thirty (30) days written notice prior to vacating
the  Premises,  for the purpose of arranging a joint  inspection of the Premises
with respect to any obligation to be performed by Tenant  pursuant to this Lease
including,  without limitation,  the repair of the Premises. In the event Tenant
fails to notify Landlord of such inspection,  Landlord's inspection after Tenant
vacates shall be deemed correct for purposes of reasonably  determining Tenant's
responsibility for repairs.

   13.  SIGNS.  Tenant shall not install any signs upon the Premises or Property
without Landlord's prior written consent.  Any such approval by Landlord for any
signs  shall be subject to any  applicable  governmental  or  quasi-governmental
laws,  ordinances,  regulations and other  requirements.  Upon the expiration or
earlier termination of this Lease, Tenant shall remove all such signs and repair
the  Premises  and/or  Property  to the  condition  which  existed  prior to the
installation of such signs  including,  without  limitation,  any  discoloration
caused by such  installation  and/or removal.  Landlord hereby approves Tenant's
signs at entrance doors identifying the Tenant. Said signs shall be tasteful.

   14. SUBLETTING AND ASSIGNING. Tenant shall not assign or sublet the Premises,
nor allow the same to be used or occupied  by any other  person or for any other
use than herein specified, without the prior written consent of Landlord. In the
event Landlord grants its consent to any sublease or assignment,  same shall not
constitute a release of Tenant from the full performance of Tenant's obligations
under this Lease.  Further,  in the event of any such  sublease  or  assignment,
Tenant shall reimburse Landlord for all reasonable attorneys' fees in connection
with reviewing and/or drafting any appropriate documents to effect such transfer
of Tenant's interests. See Rider 2.

   15.  DEFAULT AND HOLDING  OVER. If Tenant shall default in the payment of any
rent, breach any covenant or agreement of this Lease, (hereinafter singularly or
collectively  referred to as "Default"),  and if such Default shall continue for
fifteen (15) days after  notice  thereof  from  Landlord,  or if Tenant makes an
assignment  for the  benefit  of  creditors,  files or has  filed  against  it a
petition in bankruptcy, or is adjudicated insolvent, Landlord may terminate this
Lease, with or without

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process of law, and expel and remove  Tenant,  or any other person in occupancy,
together  with  their  property,  using such  force as may be  necessary  in the
judgment of Landlord,  and  repossess  the  Premises;  and thereupon all rent up
through  the  expiration  date of this  Lease  shall  become  payable  when due.
Landlord  may relet the  Premises  after  taking  possession  thereof upon terms
reasonably  satisfactory  to  Landlord.  However,  in the event the rent payable
under any reletting is less than the rent payable under this Lease, Tenant shall
be liable for the difference thereof.

   If  this  Lease  is  terminated,   Tenant  shall,  without  demand  therefor,
immediately surrender the Premises peaceably to Landlord in as good condition as
when delivered to Tenant,  reasonable  wear and tear  excepted.  If Tenant shall
remain in possession of the Premises after the  termination  of this Lease,  and
hold over for any reason,  Tenant shall be a Tenant from month to month  (either
party may cancel on thirty (30) days  written  notice);  and Tenant shall pay to
Landlord  monthly rent per  Illinois  statute of the Base Rent which was payable
hereunder  during  the last  month  prior to  Default.  Should  any of  Tenant's
property  remain within the Premises  after the  termination  of this Lease,  it
shall be deemed abandoned; and Landlord shall have the right to store or dispose
of same.  All of the  aforesaid  rights of Landlord  shall be in addition to any
remedies which Landlord may have at law or in equity.

   No payment of money by Tenant  after the  termination  of this  Lease,  after
service of any notice,  after  commencement of any suit, or after final judgment
for  possession of the Premises,  shall  reinstate this Lease or affect any such
notice,  demand or suit,  or imply  consent for any action for which  Landlord's
consent is required.  Tenant shall pay all reasonable  costs and attorney's fees
incurred by Landlord from enforcing the covenants of this Lease.  Forbearance by
Landlord of Landlord's remedies under this Lease, or at law, shall not be deemed
to be a waiver of Landlord's  right to enforce any such remedies with respect to
that same Default or any subsequent Default.

   17. HOLD  HARMLESS.  Neither  Landlord  nor Tenant shall not be liable to the
other party for any damages to the Premises or Property,  nor for any damages to
the other party on or about the Property, nor for any other damages arising from
the  action or  negligence  of the other  party,  third-party  tenants  or other
occupants of the Property;  and Tenant or Landlord hereby  releases,  discharges
and shall  indemnify,  hold harmless and defend the other party,  at Tenant's or
Landlord's sole cost and expense, from all losses, claims,  liability,  damages,
and expenses (including  attorney's fees) and for any damage or injury to person
or

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property of the parties  hereto or of third  persons,  caused by Tenant's use or
occupancy of the Premises,  the other party's  breach of any covenant under this
Lease,  or use of any  equipment,  facilities or property in, on, or adjacent to
the Property.

   In the event  any suit  shall be  instituted  against  Landlord  by any third
person for which Tenant is hereby  indemnifying and holding  Landlord  harmless,
Tenant  shall  defend such suit at Tenant's  sole cost and expense  with counsel
reasonably  satisfactory to Landlord or, in Landlord's discretion,  Landlord may
elect to  defend  such  suit,  in which  event  Tenant  shall pay  Landlord,  as
Additional Rent, Landlord's cost of such defense.

   18.  CONDEMNATION.  If the whole or any part of the  Property or the Premises
shall be taken in condemnation, either Landlord or Tenant may elect to terminate
this Lease by giving written notice of same to the other party,  effective as of
the taking date.  However,  Tenant may only elect to terminate this Lease if the
remaining  portion of the Premises  and/or  Property may no longer be adequately
used for the purpose set forth in Paragraph 2 of this Lease. In the event only a
portion of the Premises  and/or  Property is taken in  condemnation,  and Tenant
elects to  terminate  this  Lease,  such  taking  shall be  deemed a  "casualty"
pursuant to  Paragraph 11 of this Lease;  and Landlord  shall be afforded all of
the rights set forth in said  Paragraph 11 to restore the  Premises.  If neither
Landlord nor Tenant makes such election,  then this Lease shall terminate on the
taking date only as to that  portion of the Premises  and/or  Property so taken;
and  the  rent  and  other   charges   payable   by  Tenant   shall  be  reduced
proportionally.  Landlord shall be entitled to the entire condemnation award for
all realty and improvements.  Tenant shall have the right to file for a separate
award,   but  shall  have  no  claim  to  any  portion  of   Landlord's   award.
Notwithstanding  the  aforesaid,  if any  condemnation  takes a  portion  of the
parking  area and same does not result in a reduction  of the  minimum  required
parking  ratio below that  established  by local Code or  Ordinance,  this Lease
shall continue in full force and effect without modification.

   19.  INSURANCE.  Landlord shall maintain in full force and effect policies of
insurance  covering the Property in an amount not less than eighty (80%) percent
of the  "replacement  cost"  thereof as such term is defined in the  Replacement
Cost  Endorsement  attached to such policy,  insuring  against  physical loss or
damage generally included in the  classification of "all risk" coverage.  Except
as set forth below,  such  insurance  shall be for the sole benefit of Landlord,
and under  Landlord's sole control.  Landlord's  general  liability policy shall
name Tenant as an additional  insured though Landlord's insurer shall not insure
Tenant beyond the limit of liability  Landlord requires of Tenant.  Tenant shall
be provided a certificate evidencing said additional insured status.

   Tenant,  at Tenant's sole cost and expense,  shall maintain in full force and
effect  policies  providing "all risk"  insurance  coverage  protecting  against
physical  damage  (including,  but not limited  to,  fire,  lightning,  extended
coverage perils, vandalism, sprinkler leakage, water damage, collapse, and other
special  extended  perils)  to the  extent  of 100% of the  replacement  cost of
Tenant's  property and  improvements  during the term of this Lease,  as well as
broad form comprehensive general liability insurance insuring Tenant against any
liability  (including  bodily  injury,  property  damage and  contractural  [sp]
liability)  arising out of Tenant's  use or occupancy  of the  Premises,  with a
combined  single limit of not less than  $1,000,000,  or for a greater amount as
may be  reasonably  required  from time to time,  and in policy form and content
satisfactory to Landlord.  Landlord shall be named as an additional insured, and
all such policies shall be primary and non-contributing with or in excess of any
insurance carried by Landlord.  All policies shall be with companies licensed to
do business in the state  where the  Property is located,  and rated B+:X in the
most current  issue of Best's Key Rating Guide (1986  guidelines).  Tenant shall
furnish  Landlord  with  certificates  of all such policies at least thirty (30)
days prior to occupancy,  or otherwise upon Landlord's  request;  and,  further,
such insurance  shall provide that not less than thirty (30) days written notice
be given to Landlord  before any such  policies be  cancelled  or  substantially
changed to reduce the insurance  provided  thereby.  Tenant may  self-insure for
fire and personal property.

   Landlord  and  Tenant  hereby  mutually  waive any and all right of  recovery
against one another, directly or by way of subrogration or otherwise, due to the
negligence  of either  party,  their agents or  employees,  for real or personal
property  damage  occurring  to the  Premises,  the  Property,  or any  personal
property  located  therein,  from  perils  agreed to be  insured  against in the
aforesaid  policies  (whether or not such insurance is actually  carried).  Each
party  shall have the

                                        7

<PAGE>

affirmative duty to inform their respective insurance carriers of this Paragraph
and the mutual waiver of subrogation contained herein.

   20. MORTGAGES. This Lease shall be subordinated to any first mortgages, deeds
of trust or underlying leases (hereinafter  referred to as "Mortgages"),  now of
record or, at the option of Landlord,  hereafter placed of record;  however,  at
Landlord's  election,  Tenant's interests in this Lease shall be superior to any
Mortgage,  whether or not this Lease was executed before or after said Mortgage.
In the event Landlord  exercises its option to further  subordinate  this Lease,
Tenant shall at the option of the holder of said Mortgage attorn to said holder.
Any  subordination  shall be self-  executing,  but at the  written  request  of
Landlord,  Tenant  shall  execute  such  further  assurances  as Landlord  deems
desirable to confirm such subordination. See Riders 3 and 4.

   21.  LIENS.  Tenant shall not mortgage or  otherwise  encumber its  interests
herein.  Any consent by Landlord to allow any  construction by Tenant within the
Premises  shall  not be  construed  as a  waiver  of  any  prohibition  in  this
Paragraph.   Should  Tenant  cause  any  mortgage,  lien  or  other  encumbrance
(hereinafter  referred to as "Encumbrance") to be filed, against the Premises or
the  Property,  Tenant  shall  dismiss,  bond  against or bond over same  within
fifteen (15) days after the filing of any such  Encumbrance.  If Tenant fails to
remove said Encumbrance  within said fifteen (15) days,  Landlord shall have the
absolute  right to cause same to be cured by whatever  measures  Landlord  shall
deem convenient including,  without limitation,  payment of such Encumbrance; in
which event Tenant shall  reimburse  Landlord for same as Additional  Rent;  and
Landlord shall be afforded all remedies at law or in equity  available to either
Landlord or Tenant.  Landlord  shall provide Tenant written notice setting forth
the amount due.

   22. GOVERNMENT REGULATIONS.  Tenant, at Tenant's sole cost and expense, shall
conform  with all laws  and  requirements  of any  Municipal,  State or  Federal
authorities now in force, or which may hereafter be in force,  pertaining to the
use of the Premises and excluding the making of structural changes. The judgment
of any court,  or an  admission  of Tenant in any action or  proceeding  at law,
whether  Landlord be a party thereto or not,  shall be conclusive of the fact as
between Landlord and Tenant.

   23.  NOTICES.  All rents  which are  required  to be paid by Tenant  shall be
delivered by the United States mail,  postage prepaid,  addressed to Landlord at
its address below; and all notices that are required to be given hereunder shall
be in writing and  delivered by United  States  registered  or  certified  mail,
postage prepaid,  addressed to the parties hereto at their respective  addresses
below:

                  LANDLORD:                                   TENANT:

 Nooney Management Company               Household Finance Corporation
 7701 Forsyth Blvd., Suite 1100          2700 Sanders Road
 Clayton, MO 63105                       Prospect Heights, IL 60070
                                         ATTN:  Property Management Department -
                                                Leasing

Either  party may  designate a different  address by giving  notice to the other
party of same at the address set forth above.  All notices shall be deemed given
when  actually  deposited  in a United  States  general  or branch  post  office
addressed as hereinbefore provided.

   24. PARKING. Tenant shall be liable for all vehicles owned, rented or used by
Tenant or Tenant's  agents and invitees in the  operation of Tenant's  business.
Tenant will not store any equipment or inventory in any trucks, nor shall Tenant
store any trucks, on the parking lot of the Property.  Tenant shall abide by all
parking  restrictions  now or hereafter  placed upon the parking lot; and Tenant
shall only park its vehicles in those areas  designated for Tenant's use. Tenant
shall not park any trucks or other vehicles in any  driveways,  streets or other
areas not  specifically  designated for parking;  and, upon request by Landlord,
Tenant shall move its trucks and vehicles if in  Landlord's  reasonable  opinion
said  vehicles  are  in  violation  of any of  the  above  restrictions.  Unless
otherwise set forth in this Lease,  parking shall be provided on an  unallocated
basis.  See Additional  Provisions,  Paragraph 32. Landlord shall provide Tenant
written notice of Landlord's  parking  restrictions  and any subsequent  changes
thereto.

   25. OWNERSHIP.  Notwithstanding  anything in this Lease to the contrary,  the
term "Landlord" as used in this Lease,  shall be defined as the current owner(s)
of the  Property.  In the  event of any  transfer  of the  Property,  the  party
conveying  same shall  thereafter  be  automatically  relieved  of all  personal
liability with respect to Landlord's  performance of any obligations  thereafter
occurring or covenants thereafter to be performed, it being intended hereby that
all  obligations

                                       8

<PAGE>

under this Lease shall be binding upon the owner(s) of the Property  only during
that owner(s)' respective period(s) of ownership of said Property.

   27. ESTOPPEL CERTIFICATES. Tenant agrees upon written request by Landlord, to
execute and return to Landlord, within fifteen (15) days, a statement in writing
certifying  that this Lease is  unmodified  and in full force and  effect,  that
Tenant has no defenses,  offsets or counterclaims against its obligations to pay
the rent and to perform its other covenants under this Lease,  that there are no
uncured Defaults of Landlord or Tenant, and setting forth the dates to which the
rent  and  other  charges  have  been  paid,  as well as any  other  information
reasonably  requested  by  Landlord.  In the event  Tenant  fails to return such
statement   within  said  fifteen  (15)  days,   setting  forth  the  above  or,
alternatively,  setting  forth  those  modifications,  defenses  and/or  uncured
Defaults, Landlord may execute such statement as Tenant's attorney-in-fact.  Any
such  statement  delivered  pursuant to this Paragraph may be relied upon by any
prospective purchaser,  mortgagee, or assignee of any mortgagee of the Premises.
See Riders 3 and 4.

   29. BROKERAGE.  The parties warrant that they have dealt with no other broker
or person in  connection  with this  transaction  other  than  Corporate  Realty
Advisors,  Inc.  and Arthur J. Rogers & Co.  This  provision  shall  survive the
termination of this Lease.

   30. MISCELLANEOUS.

   (a) All of the covenants of Tenant hereunder shall be deemed and construed to
be  "conditions"  as well as  "covenants" as though both words were used in each
separate instance.

   (b)  Should  any  provision  of this  Lease  be  unenforceable,  it  shall be
severable from this Lease;  and this Lease shall remain in full force and effect
and be binding  upon the parties  hereto as though said  provision  had not been
included.

   (c) This Lease  shall not be recorded  by Tenant  without  the prior  written
consent of Landlord.

   (d) In  addition  to the  terms and  conditions  herein  contained,  Landlord
reserves the right to establish and enforce reasonable rules and regulations for
all tenants of the  Property.  Landlord  shall  provide  Tenant  written  notice
setting forth Landlord's reasonable rules and regulations.

   (e) The  paragraph  headings  appearing in this Lease are inserted  only as a
matter of convenience, and in no way define or limit the scope of any paragraph.

   (f) This offer to lease  shall be valid for ten (10)  business  days from the
date atop page 1, and if not executed and delivered to both parties  within said
ten business days, this offer to lease shall be null and void.


                                        9
<PAGE>

   (g) This Lease  demises  real estate  located in the State of  Illinois,  and
shall be governed by the laws of such State.

   (h) All of the terms of this Lease  shall  extend to and be binding  upon the
parties hereto and their respective heirs, executors, administrators, successors
and assigns.

   IN WITNESS WHEREOF,  Landlord and Tenant have respectively  signed and sealed
this Lease the day and year first above written.

WITNESS/ATTEST:                             LANDLORD:

                                            NOONEY MANAGEMENT COMPANY,
                                            Agent for the Owner

                                            By:      /s/ Patrick A. Byrne
                                                     President

WITNESS/ATTEST:                              TENANT:

                                             HOUSEHOLD FINANCE CORPORATION
                                             III, a Delaware corporation


                                             By:          /s/ K.M. Ebner
                                                          K. M. Ebner
                                             Title:       Vice President


                                       10

<PAGE>



                   ADDITIONAL PROVISIONS TO LEASE OF EVEN DATE
                    HEREWITH BY AND BETWEEN NOONEY MANAGEMENT
                   COMPANY, AS LANDLORD, AND HOUSEHOLD FINANCE
                     CORPORATION III, A DELAWARE CORPORATION


   30.  Notwithstanding  anything to the  contrary in Paragraph 3 of this Lease,
Tenant shall have the right and option to take early possession of the Premises.
Upon taking occupancy,  Tenant shall place all utilities servicing such space in
Tenant's  name,  and Tenant shall be bound by all of the terms and conditions of
this Lease, except for the payment of Base Rent;  however,  nothing herein shall
be  construed  to abate or  diminish  Tenant's  obligation  with  respect to any
Additional Rent payable under this Lease during such period of early  occupancy.
Any such early  occupancy by Tenant shall not affect the stated  expiration date
of this Lease,  nor the periods for any abated Base Rent, set forth in Paragraph
31, below.

   31.  Notwithstanding  anything to the  contrary in Paragraph 4 of this Lease,
Landlord agrees to waive the Base Rent that is due and payable for the first six
(6) months of the lease term,  that is from July 1, 1989  through and  including
December  31,  1989;  however,  nothing  herein  shall be  construed to abate or
diminish  Tenant's  obligation with respect to any Additional Rent payable under
this Lease during the period of any abated Base Rent.

   32.  Notwithstanding  anything to the contrary in Paragraph 24 of this Lease,
Tenant  acknowledges  that Landlord has herebefore  leased on an exclusive basis
that certain  parking  area  adjacent to the  Property,  more fully set forth on
Exhibit  "A".  Tenant  shall have an easement of access over all portions of the
Property cross-hatched on said Exhibit "A".

   Landlord  states that the parking  lots on the  Property are of a quality and
construction  similar  to  other  parking  lots in the  general  Franklin  Park,
Illinois area,  and that such parking lots are capable of handling  normal truck
traffic,  subject to periodic maintenance repair. The parties hereby acknowledge
that  Tenant  uses in its  business a  considerable  number of tractor  trailers
trucks,  and that said trucks cause undue wear and tear on said  parking  areas.
Notwithstanding anything contained in this Lease to the contrary,  Tenant agrees
to keep and maintain those parking areas designated for the parking of trucks in
good condition and repair;  and, upon  termination  of this Lease,  Tenant shall
return said parking  areas to Landlord in the same  condition as that  condition
which  existed  at the  time of the  commencement  of this  Lease.  Periodically
throughout  the  term of this  Lease  and upon the  termination  of this  Lease,
Landlord shall inspect said parking area for needed repairs.  During the term of
this Lease,  Landlord shall have the right to make repairs to said parking areas
whenever,  in Landlord's opinion,  Landlord believes such repairs are warranted.
In the event of any such repairs,  Tenant shall reimburse Landlord within thirty
(30)  after  receipt  of  Landlord's  invoice.  Failure  of Tenant to  reimburse
Landlord  within said thirty (30) days shall  constitute a breach of this Lease.
Upon the  termination  of this Lease,  Landlord shall inspect said parking areas
and,  in the event  Landlord  believes  that said  parking  areas are in need of
repair,  Landlord  shall make such repairs and Tenant shall  reimburse  Landlord
within thirty (30) days after receipt of Landlord's invoice.

   33.  Tenant  shall have the right and option to extend the term of this Lease
for one renewal period of five (5) years,  upon the following  additional  terms
and conditions:

   a. Tenant shall not have received a Notice of Default from Landlord which has
not yet been cured by Tenant or waived by Landlord at the time Tenant  exercises
its option or at the time the primary term expires.

   b. Tenant shall give to Landlord written notice exercising Tenant's option to
extend the term of this  Lease not less than nine (9)  months  days prior to the
expiration of the primary term.

   c. During the first three (3) years of such option period the Base Rent shall
be equal to Two Hundred  Ninety-eight  Thousand,  Five Hundred,  Twenty-four and
00/100 ($298,524.00) Dollars, per year, payable in equal monthly installments of
Twenty-four  Thousand,  Eight  Hundred,  Seventy-seven  and 00/100  ($24,877.00)
Dollars each.  During the remaining two (2) years, the Base Rent shall be at the
rate prevailing in the neighborhood for comparable space. See Rider 5.

   d. All  other  terms and  conditions  of this  Lease  shall be  binding  upon
Landlord  and  Tenant  and in  full  force  and  effect,  as if such  terms  and
conditions  were  again  fully  recited  herein.  In the event  Tenant  does not
exercise its option

                                       11

<PAGE>

to extend this Lease as herein provided,  Landlord shall have the right,  during
the nine (9) months prior to the end of the primary  term,  to show the Premises
during normal business hours to other prospective tenants.

   IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  these  Additional
Provisions to Lease the day and year first above-written.

                                    LANDLORD:

                                    NOONEY MANAGEMENT COMPANY,
                                    Agent for the Owner


                                    By:      /s/ Patrick A. Byrne
                                             President


                                    TENANT:

                                    HOUSEHOLD FINANCE CORPORATION III,
                                    a Delaware corporation


                                    By:      /s/ K.M. Ebner
                                             K. M. Ebner
                                    Title:   Vice President

                                       12
<PAGE>
                                      RIDER
Lease
Dated      May, 26, 1989

Between    The Owner of the lease premises through its Agent,  Nooney Management
           Company

And HOUSEHOLD FINANCE CORPORATION III

1.   Landlord and Tenant hereby agree wherever Landlord's consent or approval is
     required,  such consent or approval  will not be  unreasonably  withheld or
     delayed.

2.   Notwithstanding anything to the contrary contained in the Lease, Tenant may
     sublet all or a portion of the  demised  premises  or assign  this lease to
     Household  Finance  Corporation,  a Delaware  corporation,  or to any other
     corporation  which is a  subsidiary  or  affiliate  of, or more than 51% of
     whose shares are owned by Household Finance Corporation.

3.   Notwithstanding anything to the contrary contained in the Lease, as long as
     Tenant pays the rent and is not in default of any of the terms,  conditions
     or  covenants of the Lease,  its  possession  of the premises  shall not be
     disturbed by Landlord,  any  Mortgagee  or anyone  claiming by,  through or
     under Landlord.

4.   Notwithstanding  anything to the contrary  contained  in the Lease,  Tenant
     shall execute all subordination  instruments,  non-disturbance  agreements,
     estoppel  certificates or offset statements within 15 days after receipt of
     Landlord's written request.

     The  third  and each  subsequent  such  request  for  Tenant  to  execute a
     subordination, nondisturbance or attornment agreement, estoppel certificate
     or similar document shall be accompanied by a $150 processing fee.

5.   Notwithstanding  anything to the contrary  contained  in the Lease,  if the
     parties  are  unable  to agree  on the  rent for the last two  years of the
     option period on or before the  commencement  of the fourth year, the issue
     as to rent (based as aforesaid on the prevailing  rate) shall be settled in
     accordance  with the  rules of the  American  Arbitration  Association  and
     judgment  upon the award may be  entered in any court  having  jurisdiction
     thereof.  While such  arbitration is pending,  Tenant shall continue paying
     rent at the last  rental rate  payable  during the third year of the option
     period.  Once a decision  is  reached in  arbitration,  the  parties  shall
     execute and deliver to each other an acknowledgment reflecting the new rent
     and Tenant  (Landlord) shall promptly pay to Landlord  (Tenant) a sum equal
     to the increase  (decrease) in the monthly rent multiplied by the number of
     months in the last two  years of the  option  period  during  which  Tenant
     continued paying rent at the last rental rate payable during the third year
     of the option period.

Approved:

Landlord:                                     Tenant:

NOONEY MANAGEMENT COMPANY,                    HOUSEHOLD FINANCE
Agent for the Owner                           CORPORATION III


/s/  Patrick A. Byrne                         By  /s/ K. M. Ebner
                                                  K. M. Ebner, Vice President

<PAGE>

                                    EXHIBIT A

[MAP OF LEASED PREMISES]




<PAGE>

                          EXHIBIT B - LEGAL DESCRIPTION

That part of the South East Quarter of Section 19, Township 40 North,  Range 12,
East of the Third Principal Meridian, described as follows:

Commencing  at a point in the East  line of said  South  East  Quarter  which is
1849.19 feet North of the South East corner thereof;  thence South 89 Degrees 59
Minutes 13 Seconds West, in a line drawn at right angles to said East line,  for
a distance of 2299.41  feet to a point,  said point being the place of beginning
of the following  described  tract of land,  to-wit:  Thence North 00 Degrees 00
Minutes 47 Seconds West on a line  2299.41  feet West of and  parallel  with the
East line of said  South  East  Quarter  for a  distance  of  137.41  feet to an
intersection  with the South line of the right-of-way of a tract of the Chicago,
Milwaukee, St. Paul and Pacific Railroad;  thence South 73 Degrees 56 Minutes 40
Seconds  East for a distance of 80.13 feet,  to its  intersection  with a curved
line,  convex to the North  East and  having a radius  of  394.28  feet;  thence
Southeasterly along said curved line for a distance of 518.97 feet to a point of
tangency;  thence  South 00 Degrees 00 Minutes 47 Seconds East on a line tangent
to the last  described  curved line and being  1927.41 feet West of and parallel
with the East line of said South East  Quarter  for a distance  of 184.99  feet;
thence South 9 Degrees 26 Minutes 57 Seconds  West 121.66 feet;  thence South 00
Degrees 00 Minutes 47 Seconds East 30.0 feet; thence South 89 Degrees 59 Minutes
13 Seconds  West 322.0 feet;  thence North 00 Degrees 00 Minutes 47 Seconds West
601.26 feet; thence South 89 Degrees 59 Minutes 13 Seconds West 30.0 feet to the
point of beginning; in Cook County, Illinois.

<PAGE>

                            FIRST AMENDMENT TO LEASE
                            ------------------------

   THIS FIRST  AMENDMENT  TO LEASE,  made and entered into this 6th day of July,
1994, by and between Nooney Krombach Company,  Agent for the Owner  (hereinafter
referred to as "Landlord")  and Household  Finance  Corporation  III, a Delaware
corporation (hereinafter referred to as "Tenant");

   WITNESSETH:

   WHEREAS, Landlord and Tenant entered into that certain Office/Warehouse Lease
Agreement,  dated June 2, 1989 (hereinafter referred to as "Lease"), for certain
space located at 3465 North Powell Avenue, Franklin Park, Cook County, Illinois,
containing approximately 91,855 square feet of space (hereinafter referred to as
the "Premises"); and

   WHEREAS,  the primary term of said Lease  commenced on July 1, 1989 and shall
expire on December 31, 1994; and

   WHEREAS,  both  Landlord  and Tenant are  desirous of further  amending  said
Lease;

   NOW THEREFORE,  for and in  consideration  of the  foregoing,  and the mutual
covenants set forth below,  it is agreed that said Lease is hereby  modified and
amended as follows:

   1.  The term of said Lease is hereby extended for a period of five (5) years,
that is from January 1, 1995 through and including  December 31, 1999,  upon the
same terms and conditions as said Lease, except as set forth below.

   2.   Paragraph 4 of said Lease is hereby amended such that,  Tenant shall pay
to Landlord the following Base Rent, on the first day of each calendar month, in
advance, without setoff or deduction, at the office of Landlord:

   a. For the period  January 1, 1995 through and  including  December 31, 1997,
Tenant  shall pay to  Landlord,  as Base Rent,  an amount  equal to Two  Hundred
Seventy Thousand, Nine Hundred Seventy-two and 00/100 ($270,972.00) Dollars, per
year, payable in equal monthly installments of Twenty-two Thousand, Five Hundred
Eighty-one and 00/100 ($22,581.00) Dollars each.

   b. For the period  January 1, 1998 through and  including  December 31, 1999,
Tenant  shall pay to  Landlord,  as Base Rent,  an amount  equal to Two  Hundred
Eighty Thousand,  One Hundred Fifty-seven and 76/100 ($280,157.76)  Dollars, per
year,  payable in equal monthly  installments  of Twenty-three  Thousand,  Three
Hundred Forty-six and 48/100 ($23,346.48) Dollars each.


<PAGE>

   3.  Tenant shall have the right to perform certain interior finish within the
Premises, in accordance,  provided all such construction is pursuant to drawings
and  specifications  prepared by Tenant and  approved  by Landlord  prior to the
commencement  of any such  construction.  Any plans  prepared  by  Tenant  shall
incorporate all requirements of the Americans with Disabilities Act of 1990, and
Tenant shall be solely responsible for compliance with such Act, notwithstanding
Landlord's  approval of any said plans or Tenant's  construction.  Any  changes,
alterations,  or additions  made to any  approved  plans shall be in writing and
shall also be approved  by  Landlord  prior to  construction.  All  construction
undertaken  by Tenant  shall be in  compliance  with state,  federal,  and local
codes, and shall be built in a good and workmanlike manner, and shall be subject
to  Landlord's  inspection  from time to time.  Tenant shall  indemnify and hold
Landlord  harmless  from any and all claims and  damages  (including  reasonable
attorneys' fees), to persons or property of Landlord or third persons, caused by
Tenant's  construction.   Tenant  shall  also  indemnify  Landlord  against  any
mechanic's liens or other liens arising out of any construction  performed by or
on behalf of  Tenant;  and  Tenant,  shall  within  thirty  (30) days  after any
construction  furnish  to  Landlord  lien  waivers  for all work  performed  and
materials  furnished.  Upon the termination of this Lease, all such improvements
shall be delivered to Landlord with the Premises.

   4.  On January  1,  1995,  Landlord  shall pay to  Tenant an amount  equal to
Seventy-five  Thousand and 00/100 ($75,000.00)  Dollars,  which Tenant may apply
toward the costs of construction of its interior finish.

   5.  Tenant  shall  have the right and option to extend the term of said Lease
for one renewal period of five (5) years,  upon the following  additional  terms
and conditions:

   a. Tenant shall not have received a notice of Default from Landlord which has
not been cured by Tenant or waived by Landlord at the time Tenant  exercises its
option or at the time the then current term expires.

   b. Tenant shall give to Landlord written notice exercising Tenant's option to
extend  the term of this  Lease  not less  than  nine  (9)  months  prior to the
expiration of the then current term.

   c. During such option period the Base Rent shall be at an agreed upon rate or
at market rate,  determined by Landlord in Landlord's sole judgment,  reasonably
exercised,  based upon the rate for  comparable  space in the Property as of the
commencement date of the intended renewal term.

   d. All  other  terms and  conditions  of this  Lease  shall be  binding  upon
Landlord  and  Tenant  and in  full  force  and  effect,  as if such  terms  and
conditions were again fully recited herein.

   e. In the event  Tenant does not  exercise its option to extend said Lease as
herein provided, Landlord shall have the right, during the nine (9) months prior
to the end of the then current term, to show the Premises during normal business
hours to other prospective tenants.

<PAGE>

   6. Paragraph 33 of said Lease is hereby deleted in its entirety.

   7.  Landlord  and Tenant each  warrant that they have dealt with no broker or
other  person  claiming  a  commission  for or in  connection  with  this  First
Amendment  to  Lease,  other  than  Nooney  Krombach  Company,  Stein &  Company
Industrial  Services,  and CB Commercial Real Estate Group, Inc.; and each party
shall hold the other party  harmless for any breach of such  warranty.  Landlord
shall be liable for any commissions payable to the aforesaid brokers.

   8.  Tenant   acknowledges  that  Landlord  has  to  date  complied  with  all
alterations, additions, replacements and services under said Lease, and that the
Premises are not in need of repair or  maintenance;  and Tenant hereby  ratifies
acceptance of the Premises in its present "AS IS" condition.

   Except as hereby amended,  all other terms and conditions of said Lease shall
remain  unchanged,  and shall be in full  force and  effect as if again  recited
herein.

   WHEREFORE,  the parties have executed  this First  Amendment to Lease the day
and year first above written.

LANDLORD:                               TENANT:

NOONEY KROMBACH COMPANY,                HOUSEHOLD FINANCE CORPORATION III,
Agent for the Owner                     a Delaware corporation


By: /s Patricia A. Nooney               By: /s/ K. M. Ebner


Print Name: Patricia A. Nooney          Print Name: K. M. Ebner

Title:      Senior Vice President       Title:      Vice President


<PAGE>
                            SECOND AMENDMENT TO LEASE

   THIS SECOND AMENDMENT TO LEASE, made and entered into this 30th day of March,
1999,  by and  between  Nooney,  Inc.,  Agent for the Owner  (said  Owner  being
hereinafter  referred to as "Landlord") and Household Finance Corporation III, a
Delaware corporation (hereinafter referred to as "Tenant");

   WITNESSETH:

   WHEREAS, Landlord and Tenant entered into that certain Office/Warehouse Lease
Agreement,  dated June 2, 1989 (hereinafter referred to as "Lease"), for certain
space known and  numbered  as 3465 North  Powell  Avenue,  Franklin  Park,  Cook
County,  Illinois  60131  containing  approximately  91,855 square feet of space
(hereinafter referred to as the "Premises"); and

   WHEREAS, the primary term of said Lease commenced on July 1, 1989 and expired
on December 31, 1994; and

   WHEREAS,  Landlord and Tenant  entered into that certain  First  Amendment to
Lease,  dated July 6, 1994,  wherein the term of said Lease was  extended  for a
period of five (5) years,  that is from  January 1, 1995  through and  including
December 31, 1999; and

   WHEREAS,  both  Landlord  and Tenant are  desirous of further  amending  said
Lease;

   NOW THEREFORE,  for and in  consideration  of the  foregoing,  and the mutual
covenants set forth below,  it is agreed that said Lease is hereby  modified and
amended as follows:

   1.  Term. The term of said Lease is hereby  extended for a period of five (5)
years (hereinafter  referred to as the "Extended Term"), that is from January 1,
2000 through and including December 31, 2004, upon the same terms and conditions
as said Lease, except as set forth below.

   2.   Construction.  Tenant shall have the right to perform  certain  interior
finish work within the  Premises to configure  the  interior of Tenant's  space;
however,  all such work must be performed in accordance with a work letter to be
prepared by Tenant and approved by Landlord  prior to the  commencement  of such
work.  It is  expressly  understood  that any plans  prepared by or on behalf of
Tenant shall incorporate all requirements of the Americans with Disabilities Act
of 1990, and Tenant shall be solely  responsible  for compliance  with such Act,
and hold Landlord harmless therefrom, notwithstanding Landlord's approval of any
such plans or any  construction.  Tenant shall select and contract directly with
the general  contractor  performing  such interior  finish work;  however,  such
contractor shall be subject to Landlord's  prior approval,  which approval shall
not be unreasonably withheld. Any changes, alterations, or additions made to the
original  approved work letter shall be in writing and also approved by Landlord
prior to construction.

   Landlord  shall  contribute  an allowance  toward the actual cost of Tenant's
interior finish work in an amount not to exceed Two Hundred  Thousand and 00/100
Dollars  ($200,000.00),  which  amount  shall be paid to Tenant upon  Landlord's
approval of said work  letter,  even if such work letter is  delivered to Tenant
prior to the commencement of the Extended Term.

   All  construction  undertaken  by Tenant shall be in  compliance  with state,
federal,  and local codes, and shall be built in a good and workmanlike  manner,
and shall be subject to Landlord's  inspection  from time to time.  Tenant shall
indemnify  and hold  Landlord  harmless  from  any and all  claims  and  damages
(including  reasonable  attorneys'  fees), to persons or property of Landlord or
third  persons,  caused by Tenant's  construction.  Tenant shall also  indemnify
Landlord  against  any  mechanic's  liens  or  other  liens  arising  out of any
construction  performed by or on behalf of Tenant.  In the event a lien is filed
against the Property for any reason as a result of any construction performed or
alleged to have been performed by or on behalf of Tenant, Tenant shall remove or
bond over such lien  within  thirty (30) days.  Should  Tenant fail to remove or
bond over any such lien within said  thirty (30) days,  Landlord  shall have the
absolute  right to  cause  such  lien to be  removed  by  whatever  measures  as
Landlord,  in Landlord's  sole  discretion,  shall deem  convenient or necessary
including,  without  limitation,  payment  to  any  contractor,   subcontractor,
laborer,   supplier  or  materialman  (and  any  relating  attorney's  fees)  to
extinguish  such lien;  and, in such event,  Tenant  shall pay to  Landlord,  as
Additional  Rent,  all of Landlord's  reasonable  costs and expenses  including,
without   limitation,   any  payment   made  by  Landlord  to  any   contractor,
subcontractor,  laborer, supplier or materialman,  the payment of any attorneys'
fees of any lien holder, as well as the payment of Landlord's attorneys' fees to
extinguish such lien.

   Upon the termination of this Lease, all improvements  made to the Premises by
Tenant and which are  pre-approved  in writing by Landlord shall be delivered to
Landlord  with the  Premises.  All  improvements  made to the Premises by Tenant
which are not  pre-approved  in  writing  by  Landlord  shall,  at the option of
Landlord,  be either delivered to Landlord with the Premises or removed from the
Premises prior to the lease  termination  date. In the event Landlord elects for
Tenant to remove any such

<PAGE>

improvements,  Tenant  shall  repair and  restore  the  Premises  to a condition
substantially  similar to the condition of the Premises immediately prior to the
installation of such  improvements;  and, in the event Tenant fails to so repair
and  restore  the  Premises,  Tenant  shall be liable for the  reasonable  costs
thereof, which liability shall survive the termination of this Lease.

   3.  Option to Terminate.  Notwithstanding anything to the contrary in Section
1 of this Amendment,  provided said Lease is in full force and effect and Tenant
is not in  Default  thereunder,  Tenant  shall  have the  right  and  option  to
terminate  said Lease at any time during the Extended  Term,  upon the following
terms  and  conditions.  In order to  exercise  such  option,  Tenant  must give
Landlord written notice at least three (3) months prior to the effective date of
termination  (which  date  of  termination  is  hereinafter  referred  to as the
"Termination  Date").  In the event  Tenant  elects to  terminate  said Lease as
aforesaid,  Tenant shall pay to Landlord the following amounts on or before said
Termination Date.

   a. If the Termination Date is within the first twenty-four (24) months of the
Extended Term (on or before  December 31, 2001),  Tenant shall pay to Landlord a
termination  fee equal to the sum of (a) the Base Rent which,  but for the Lease
termination,  would have been payable to Tenant for the twenty-four  (24) months
next following the  Termination  Date,  plus (b) the product of (i) Tenant's pro
rata share of those  charges of the Property for real estate  taxes,  insurance,
and fire and  crime  prevention,  which are  payable  by  Landlord  for the full
calendar year in which Tenant exercises its termination option (and in the event
such  amounts  are not known at that time,  an amount  reasonably  estimated  by
Landlord to reflect  Tenant's  obligation  for such amounts under said Lease for
that same full calendar  year);  times (ii) two (2); plus (c) an amount equal to
the unamortized portion of Landlord's  construction  allowance payable to Tenant
pursuant  to  Section  2  above,  it  being   understood  and  agreed  that  the
amortization  period for such construction  allowance shall be the five (5) year
period  constituting  the Extended Term, and interest shall be calculated on the
unamortized portion at a rate per annum equal to two percent (2%) over and above
the interest rate announced by CitiBank as its "prime rate" on commercial loans,
as of the date of Landlord's receipt of Tenant's notice of termination.

   b. If the Termination Date is after the first  twenty-four (24) months of the
Extended Term,  Tenant shall pay to Landlord a termination  fee equal to the sum
of (a) the Base Rent  which,  but for the  Lease  termination,  would  have been
payable to Tenant for the twelve  (12)  months next  following  the  Termination
Date, plus (b) Tenant's pro rata share of those charges of the Property for real
estate taxes,  insurance,  and fire and crime  prevention,  which are payable by
Landlord for the full  calendar year in which Tenant  exercises its  termination
option  (and in the event such  amounts  are not known at that  time,  an amount
reasonably estimated by Landlord to reflect Tenant's obligation for such amounts
under said Lease for that same full calendar year);  plus (c) an amount equal to
the unamortized portion of Landlord's  construction  allowance payable to Tenant
pursuant  to  Section  2  above,  it  being   understood  and  agreed  that  the
amortization  period for such construction  allowance shall be the five (5) year
period  constituting  the Extended Term, and interest shall be calculated on the
unamortized portion at a rate per annum equal to two percent (2%) over and above
the interest rate announced by CitiBank as its "prime rate" on commercial loans,
as of the date of Landlord's receipt of Tenant's notice of termination.

   4.   Option  to Renew.  Except as  specifically  set forth  below,  all prior
options  of Tenant to renew the term of said  Lease  have been or are now hereby
made null and void and of no force and effect.  Tenant  shall have the right and
option to further  extend the term of said Lease for one (l)  renewal  period of
five (5) years, upon the following additional terms and conditions:

   a. Tenant shall not have received a notice of Default from Landlord which has
not been cured by Tenant or waived by Landlord at the time Tenant  exercises its
option or at the time the Extended Term expires.

   b. Tenant shall give to Landlord written notice exercising Tenant's option to
further extend the term of said Lease, not less than twelve (12) months prior to
the expiration of the Extended Term.

   c.  During  the  renewal  term the Base  Rent  shall be at  market  rate,  as
determined by Landlord in Landlord's reasonable judgment,  based upon the market
rate for  comparable  space in the  market as of the  commencement  date of such
renewal  term.  Within  fifteen  (15) days  after  receipt of  Tenant's  notice,
Landlord  shall notify  Tenant in writing of  Landlord's  determination  of Base
Rent. In the event Tenant disagrees with Landlord's determination,  Tenant shall
notify  Landlord  in writing  within five (5) days after  receipt of  Landlord's
notice,  setting forth  Tenant's  written  proposal of Base Rent. If the parties
cannot agree upon the Base Rent for the renewal term, within five (5) days after
Landlord's receipt of Tenant's notice, Tenant's right to extend the term of this
Lease shall be null and void,  unless Tenant elects in writing,  within  fifteen
(15) days after Tenant's receipt of Landlord's original  determination of market
rate, to have the Base Rent determined by the arbitration procedure set forth in
Subsection (d), below.

                                        2

<PAGE>

   d. In the event Tenant elects to have Base Rent  determined  by  arbitration,
such  election  shall  also  constitute  Tenant's  non-rescindable  election  to
exercise its option to extend the lease term.  Therefore,  after such  election,
both parties shall be bound by Tenant's  election even though the Base Rent will
thereafter be determined. Within ten (10) days after the date of Tenant's notice
to  arbitrate,  the  parties  shall agree upon a single  commercial  real estate
broker, who has been practicing his or her profession in Franklin Park, Illinois
and the  surrounding  municipalities  for at least  ten (10)  years  immediately
preceding Tenant's notice of election,  and who has substantial  experience with
the leasing of  office/warehouse  buildings in Franklin  Park,  Illinois and the
surrounding  municipalities.  If the parties agree upon such  arbitrator  within
said ten (10)  days,  said  arbitrator  shall  determine  the Base  Rent for the
renewal term based upon  comparable  space in the market as of the  commencement
date of such renewal term.

   In the event Landlord and Tenant cannot agree upon such an arbitrator  within
said ten (10) day  period,  Landlord  and Tenant  shall each  appoint a separate
arbitrator  within five (5) days  thereafter,  said arbitrators both to have the
aforesaid qualifications. Each arbitrator shall then independently determine the
Base  Rent  within  ten (10)  days  thereafter.  In the  event  the Base Rent as
determined by Landlord's arbitrator is within five percent (5%) of the Base Rent
as determined by Tenant's  arbitrator,  the two (2) Base Rents shall be combined
and blended for a single composite Rent. However, in the event the Base Rents as
determined by the parties' respective  arbitrators are in excess of five percent
(5%) of one another, the two arbitrators shall appoint a third arbitrator within
five (5) days after both arbitrators  receive notice of each other's  respective
determination.  Said third arbitrator shall have similar  qualifications  as the
other  arbitrators,  and he/she,  alone,  shall then  determine the Base Rent by
selecting  either the Base Rent determined by Landlord's  arbitrator or the Base
Rent determined by Tenant's arbitrator.

   Each party shall pay the fees and  expenses of its  arbitrator  and  one-half
(1/2) of the fees and,  not  needed  expenses  of a single or third  arbitrator.
However,  in the event the  arbitrator('s)  determination of Base Rent is within
five percent (5%) of that Base Rent  originally  determined by Landlord,  Tenant
shall pay all costs of arbitration.  Notwithstanding anything to the contrary in
this Section, in no event shall the monthly Base Rent payable by Tenant for such
renewal  term be less than the monthly  Base Rent  payable by Tenant  during the
last year of the Extended Term.

   e. All  other  terms and  conditions  of said  Lease  shall be  binding  upon
Landlord  and  Tenant  and in  full  force  and  effect,  as if such  terms  and
conditions were again fully recited herein.

   f. In the event  Tenant does not  exercise its option to extend said Lease as
herein  provided,  Landlord shall have the right,  during the twelve (12) months
prior to the end of the  Extended  Term,  to show  the  Premises  during  normal
business hours to other prospective tenants.

   5.  Rent.  Tenant shall pay to Landlord the following  Base Rent,  during the
Extended  Term, on the first day of each  calendar  month,  prior to demand,  in
advance, without setoff or deduction, at the office of Landlord, pursuant to the
terms and conditions of said Lease:

<TABLE>
<CAPTION>
<S>          <C>                                        <C>                      <C>
                                                         MONTHLY                   ANNUAL
             PERIOD                                     BASE RENT                 BASE RENT
--------------------------------------------------------------------------------------------
January 1, 2000 - December 31, 2000                    $23,346.48                $280,157.76
January 1, 2001 - December 31, 2001                    $24,035.39                $288,424.68
January 1, 2002 - December 31, 2002                    $24,724.30                $296,691.60
January 1, 2003 - December 31, 2003                    $25,489.76                $305,877.12
January 1, 2004 - December 31, 2004                    $26,255.22                $315,062.64

</TABLE>

   6.   Insurance.  The second and third  paragraphs of Section 19 of said Lease
(INSURANCE)  are  hereby  deleted  in  their  entirety  and  replaced  with  the
following:

         "Tenant shall maintain in full force and effect  throughout the term of
      this Lease the following  insurance  policies:  (a) occurrence  commercial
      liability  insurance in amounts of not less than a per occurrence limit of
      $1,000,000,  with not less than a $2,000,000 general aggregate applying to
      the  Property,  or such other  amounts as  Landlord  may from time to time
      reasonably  require (but in no event more than a $3,000,000 per occurrence
      and general aggregate limit), insuring Tenant, and as additional insureds,
      Landlord,  Landlord's  managing agent,  and their  respective  affiliates,
      against  all  liability  or  injury to or death of  persons,  or damage to
      property,  arising from the use and/or occupancy of the Premises by Tenant
      or any  of  Tenant's  agents,  employees,  contractors  or  invitees;  (b)
      contractual  liability  insurance  coverage  sufficient

                                        3

<PAGE>

      to  cover  Tenant's  indemnity  obligations  hereunder;  and (d)  all-risk
      property  insurance  covering  the full value of all  property  within the
      Premises  including,  without limitation,  Tenant's equipment,  inventory,
      trade  fixtures and supplies,  all interior  finish  constructed by either
      Landlord  or Tenant  within the  Premises,  and all  property of any third
      persons  placed or  otherwise  located  within  the  Premises,  subject to
      Tenant's right of  self-insurance  below. All insurance  deductibles under
      Tenant's  insurance  coverages shall be the sole  responsibility of Tenant
      without  right of  reimbursement  from  Landlord for any reason.  Tenant's
      insurance shall be primary and  non-contributing  with or in excess of any
      insurance coverage carried by Landlord.  Tenant acknowledges that Landlord
      makes no representations  that the aforesaid required insurance  coverages
      and limits will  necessarily be adequate to protect Tenant and,  except as
      otherwise  specifically set forth in this Lease,  such coverage and limits
      shall  not be deemed  as a  limitation  on  Tenant's  liability  under the
      indemnities  granted  to  Landlord  under  this  Lease.  Prior  to  taking
      occupancy  and thirty (30) days prior to the  expiration  of any insurance
      policy,  Tenant  shall  furnish  certificates  of all  insurance  required
      hereunder  to  be  carried  by  Tenant,  executed  by  a  duly  authorized
      representative  of each insurer,  or such other evidence  satisfactory  to
      Landlord of the maintenance of all insurance coverages required hereunder,
      and Tenant shall obtain a written obligation on the part of each insurance
      company to notify  Landlord at least thirty (30) days before  cancellation
      or a material  change of any such insurance.  All such insurance  policies
      shall be in a form,  and issued by companies  reasonably  satisfactory  to
      Landlord,  and with a Best's  rating of  B+VIII.  Failure of  Landlord  to
      demand any insurance  certificate or other  evidence with these  insurance
      requirements,  or failure  of  Landlord  to  identify  a  deficiency  from
      evidence that is provided by Tenant to Landlord, shall not be construed as
      a waiver of Tenant's obligation to maintain such coverage. For purposes of
      this Section, the term, "affiliate", shall mean any person or entity which
      directly or  indirectly,  controls,  is controlled  by, or is under common
      control with the party in question.  Tenant shall not do any act which may
      make void or voidable any  insurance  on the Premises or Property.  In the
      event  Tenant's  use  of the  Premises  shall  result  in an  increase  in
      Landlord's  insurance  premiums,  Landlord shall notify Tenant in writing;
      and in the event Tenant fails to correct or take such measures as Landlord
      reasonably  determines to be necessary with respect to Tenant's use of the
      Premises  to reduce  such  premiums,  Tenant  shall pay to  Landlord  upon
      demand, as Additional Rent, an amount equal to such increase in insurance.

         Tenant may elect to insure its personal property, equipment, inventory,
      trade  fixtures,  supplies and any  property of any third  persons at less
      than one hundred (100%) percent of such  property's  replacement  cost, or
      elect  to  entirely  self-insure  such  property.  However,  in the  event
      Tenant's  property is damaged for any reason,  including the negligence of
      Landlord or Landlord's  agents or employees,  it shall be deemed that such
      property  is insured to the extent of one  hundred  (100%)  percent of its
      replacement  cost.  Therefore,  as Tenant would otherwise waive all claims
      against  Landlord for any damage insured by a third party insurer,  Tenant
      hereby  agrees to  similarly  waive all claims  against  Landlord  for any
      damage  which  is  not  insured  to  one  hundred  (100%)  percent  of its
      replacement cost or which is self-insured by Tenant.

         Notwithstanding  anything to the  contrary in this Lease,  it is agreed
      that,  except  for  Landlord's  right to  recover  against  any  liability
      policies  herein  required  to be carried by Tenant,  Landlord  and Tenant
      hereby  mutually waive any and all right of recovery  against one another,
      directly,  by way of  subrogation  or otherwise,  due to the negligence of
      either  party,  their agents or employees,  for real or personal  property
      damage occurring to the Premises,  the Property,  or any personal property
      located therein,  or from loss of income (whether or not such insurance is
      actually  carried).  Each party shall have the affirmative  duty to inform
      their respective  insurance carriers of this Section and the mutual waiver
      of subrogation contained herein."

   7.   Notices.  Section 23 of said Lease is hereby deleted in its entirety and
is replaced with the following:

         "All Rents which are  required to be paid by Tenant  shall be delivered
      to Landlord by United States mail, postage prepaid,  at Landlord's address
      below. All notices that are required to be given under said Lease shall be
      in  writing,  and  delivered  by either (a) United  States  registered  or
      certified mail,  return receipt  requested or (b) an overnight  commercial
      package  courier/delivery  service.  All  notices  shall  be sent  postage
      prepaid,  addressed to the parties  hereto at their  respective  addresses
      below:

                                        4

<PAGE>

       LANDLORD:                            TENANT:
       Nooney, Inc.                         Household Finance Corporation
       500 North Broadway, Suite 1200       2700 Sanders Road
       St. Louis, Missouri 63102            Prospect Heights, Illinois 60070
                                            Attention: Property Management
                                                       Department - Leasing

         Either party may designate a different  address by giving notice to the
      other party at the address set forth above, or at any other address as the
      parties may  subsequently  designate.  Notices shall be deemed received on
      the date of the return receipt. If any such notices are refused, or if the
      party to whom any such  notice  is sent has  relocated  without  leaving a
      forwarding  address,  then the notice shall be deemed received on the date
      the  notice-receipt  is returned  stating  that the same was refused or is
      undeliverable at such address."

   8.   Brokerage.  The parties  warrant  that they have dealt with no broker or
other person  claiming a commission in connection  with this  transaction  other
than Nooney,  Inc.  (representing the Landlord),  Tenant is not represented by a
broker in this  transaction.  Each party shall hold the other party harmless for
any  breach  of such  warranty.  Landlord  shall be liable  for any  commissions
payable to the aforesaid broker.

   9.   Acknowledgment.  Tenant  acknowledges  that,  as of  the  date  of  this
Amendment, Landlord is not in default of any term or condition of said Lease and
that the Premises are not in need of repair or  maintenance;  and Tenant  hereby
ratifies acceptance of the Premises in its present "AS IS" condition.

   Except as hereby amended,  all other terms and conditions of said Lease shall
remain  unchanged,  and shall be in full  force and  effect as if again  recited
herein.

   WHEREFORE,  the parties have executed this Second  Amendment to Lease the day
and year first above written.

TENANT:                                      LANDLORD:

HOUSEHOLD FINANCE CORPORATION III,           NOONEY, INC.,
a Delaware corporation                       Agent for the Owner

By:  /s/ R. K. Patenaude                     By:    /s/ Patricia A. Nooney

Print Name: R. K. Patenaude                  Print Name: Patricia A. Nooney
            Vice President - Leasing
Title:      and Licensing Division           Title:      President


                                        5