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                                                                   EXHIBIT 10.16

                            TWO NORTH RIVERSIDE PLAZA
                                Chicago, Illinois

                             OFFICE LEASE AGREEMENT

                                     BETWEEN

    TWO NORTH RIVERSIDE PLAZA JOINT VENTURE LIMITED PARTNERSHIP, an Illinois
     limited partnership, sole beneficiary of LaSalle National Trust, N.A.,
    successor trustee under Trust Agreement dated June 26, 1969 and known as
       Trust No, 39712 ("LANDLORD") by its agent, EQUITY OFFICE PROPERTIES
                    MANAGEMENT CORP., a Delaware corporation

                                       AND

               iDINE REWARDS NETWORK INC., a Delaware corporation
                                   ("TENANT")

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                                TABLE OF CONTENTS

I.      Basic Lease Information..............................................  1
II.     Lease Grant..........................................................  2
III.    Adjustment of Commencement Date; Possession..........................  2
IV.     Rent.................................................................  3
V.      Compliance with Laws; Use............................................  7
VI.     Security Deposit.....................................................  7
VII.    Services to be Furnished by Landlord.................................  7
VIII.   Leasehold Improvements...............................................  8
IX.     Repairs and Alterations..............................................  8
X.      Use of Electrical Services by Tenant.................................  9
XI.     Entry by Landlord.................................................... 10
XII.    Assignment and Subletting............................................ 10
XIII.   Liens................................................................ 11
XIV.    Indemnity and Waiver of Claims....................................... 11
XV.     Insurance............................................................ 12
XVI.    Subrogation.......................................................... 12
XVII.   Casualty Damage...................................................... 12
XVIII.  Condemnation......................................................... 13
XIX.    Events of Default.................................................... 13
XX.     Remedies............................................................. 14
XXI.    Limitation of Liability.............................................. 15
XXII.   No Waiver............................................................ 15
XXIII.  Quiet Enjoyment...................................................... 15
XXIV.   Relocation........................................................... 15
XXV.    Holding Over......................................................... 15
XXVI.   Subordination to Mortgages; Estoppel Certificate..................... 16
XXVII.  Attorneys' Fees...................................................... 16
XXVIII. Notice............................................................... 16
XXIX.   Excepted Rights...................................................... 16
XXX.    Surrender of Premises................................................ 17
XXXI.   Demolition........................................................... 17
XXXII.  Miscellaneous........................................................ 17
XXXIII. Entire Agreement..................................................... 18

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                             OFFICE LEASE AGREEMENT

This Office Lease Agreement (the "Lease") is made and entered into as of May 5,
2003, by and between TWO NORTH RIVERSIDE PLAZA JOINT VENTURE LIMITED
PARTNERSHIP, an Illinois limited partnership, sole beneficiary of LaSalle
National Trust, N.A., successor trustee under Trust Agreement dated June 26,
1969 and known as Trust No. 39712 ("Landlord") by its agent, EQUITY OFFICE
PROPERTIES MANAGEMENT CORP., a Delaware corporation, and iDINE REWARDS NETWORK,
INC., a Delaware corporation ("Tenant").

I.   Basic Lease Information.

     A.   "Building" shall mean the building located at Two North Riverside
          Plaza, Chicago, Illinois, and commonly known as Two North Riverside
          Plaza.

     B.   "Rentable Square Footage of the Building" is deemed to be 512,944
          square feet.

     C.   "Premises" shall mean the area shown on Exhibit A to this Lease. The
          Premises are located on the 9th floor and known as suite number 950.
          The "Rentable Square Footage of the Premises" is deemed to be 14,324
          square feet. If the Premises include one or more floors in their
          entirety, all corridors and restroom facilities located on such full
          floor(s) shall be considered part of the Premises. Landlord and Tenant
          stipulate and agree that the Rentable Square Footage of the Building
          and the Rentable Square Footage of the Premises are correct and shall
          not be remeasured. Notwithstanding anything to the contrary contained
          in this Lease, commencing on the Commencement Date (as defined below),
          Tenant shall have access to the entire Premises, however, initially
          Tenant only requires approximately 10,000 rentable square feet of the
          Premises (the "Initial Occupied Premises"). Commencing with the
          Commencement Date, Tenant shall pay Base Rent on the Initial Occupied
          Premises, but Additional Rent on all of the Premises. The Initial
          Occupied Premises shall be increased over the Term (as defined below)
          of the Lease, by increments of 1,000 or more rentable square feet (the
          "Increased Occupied Premises") until the entire Premises is occupied
          by Tenant. Notwithstanding anything in Section XI of the Lease to the
          contrary, during the Term of the Lease, Tenant agrees that Landlord
          shall have the right to enter the Premises from time to time to
          determine the actual rentable square feet then being occupied by
          Tenant.

     D.   "Base Rent" - Initial Occupied Premises:

                              Annual Rate       Annual       Monthly
            Period         Per Square Foot    Base Rent     Base Rent
            ------         ---------------   -----------   ----------
     09/01/03 - 08/31/04       $18.50        $185,000.04   $15,416.67
     09/01/04 - 08/31/05       $19.00        $189,999.96   $15,833.33
     09/01/05 - 08/31/06       $19.50        $195,000.00   $16,250.00
     09/01/06 - 08/31/07       $20.00        $200,000.04   $16,666.67
     09/01/07 - 08/31/08       $20.50        $204,999.96   $17,083.33

          The Annual Base Rent and Monthly Base Rent shall be adjusted, from
          time to time, to reflect the sum of the Initial Occupied Premises plus
          the Increased Occupied Premises by the then Annual Rate Per Square
          Foot.

     E.   "Tenant's Pro Rata Share": 2.7925%.

     F.   "Base Year" for Taxes: 2003; "Base Year" for Expenses: 2003.

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     G.   "Term": A period of 60 months and 0 days. The Term shall commence on
          September 1, 2003 (the "Commencement Date") and, unless terminated
          early in accordance with this Lease, end on August 31, 2008 (the
          "Termination Date").

     H.   Tenant allowance(s): None.

     I.   "Security Deposit": None.

     J.   "Guarantor(s)": As the date hereof, there are no Guarantors.

     K.   "Broker(s)": Julien J. Studley.

     L.   "Permitted Use": General office use.

     M.   "Notice Addresses":

          Tenant:

          On and after the Commencement Date, notices shall be sent to Tenant at
          the Premises. Prior to the Commencement Date, notices shall be sent to
          Tenant at the following address:

          iDine Rewards Network Inc.
          11900 Biscayne Boulevard
          North Miami, FL 33149
          Attention: George S. Wiedemann, President and CEO
          Phone #: 305-892-3306
          Fax #: 305-892-3342

          Landlord:                         With a copy to:

          Two North Riverside Plaza Joint   Equity Office Properties
          Venture Limited Partnership       Two North Riverside Plaza
          c/o Equity Office Properties      Suite 2100
          Two North Riverside Plaza         Chicago, Illinois 60606
          Suite 1430                        Attention: Chicago Region Counsel
          Chicago, Illinois 60606
          Attention: Building Manager

          Rent (defined in Section IV.A) is payable to the order of Equity
          Office Properties at the following address:

               Equity Office Properties
               DBA Two North Riverside Plaza
               3973 Collection Center Drive
               Chicago, Illinois 60693

     N.   "Business Day(s)" are Monday through Friday of each week, exclusive of
          New Year's Day, Memorial Day, Independence Day, Labor Day,
          Thanksgiving Day and Christmas Day ("Holidays"). Landlord may
          designate additional Holidays, provided that the additional Holidays
          are commonly recognized by other office buildings in the area where
          the Building is located.

     O.   "Landlord Work" means the work that Landlord is obligated to perform
          in the Premises pursuant to a separate work letter agreement (the
          "Work Letter"), if any, attached as Exhibit D. The occurrence of the
          Commencement Date shall not be conditioned upon the performance of
          work by Landlord.

     P.   "Law(s)" means all applicable statutes, codes, ordinances, orders,
          rules and regulations of any municipal or governmental entity.

     Q.   "Normal Business Hours" for the Building shall mean 8:00 A.M. to 6:00
          P.M. Mondays through Fridays, and 8:00 A.M. to 1:00 P.M. on Saturdays,
          exclusive of Holidays.

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     R.   "Property" means the Building and the parcel(s) of land on which it is
          located and, at Landlord's discretion, the Building garage and other
          improvements serving the Building, if any, and the parcel(s) of land
          on which they are located.

II.  Lease Grant.

     Landlord leases the Premises to Tenant and Tenant leases the Premises from
Landlord, together with the right in common with others to use any portions of
the Property that are designated by Landlord for the common use of tenants and
others, such as sidewalks, unreserved parking areas, common corridors, elevator
foyers, restrooms, vending areas and lobby areas (the "Common Areas").

III. Adjustment of Commencement Date; Possession.

     A.   Intentionally Omitted.

     B.   Subject to Landlord's obligations under Section IX.B., the Premises
          are accepted by Tenant in "as is" condition and configuration. By
          taking possession of the Premises, Tenant agrees that the Premises are
          in good order and satisfactory condition, and that there are no
          representations or warranties by Landlord regarding the condition of
          the Premises or the Building. If Landlord is delayed delivering
          possession of the Premises or any other space due to the holdover or
          unlawful possession of such space by any party, Landlord shall use
          reasonable efforts to obtain possession of the space. The Commencement
          Date shall be postponed until the date Landlord delivers possession of
          the Premises to Tenant free from occupancy by any party, and the
          Termination Date, at the option of Landlord, may be postponed by an
          equal number of days.

     C.   If Tenant takes possession of the Premises before the Commencement
          Date, such possession shall be subject to the terms and conditions of
          this Lease and Tenant shall pay Rent (defined in Section IV.A.) to
          Landlord for each day of possession before the Commencement Date.
          However, except for the cost of services requested by Tenant (e.g.
          freight elevator usage), Tenant shall not be required to pay Rent for
          any days of possession before the Commencement Date during which
          Tenant, with the approval of Landlord, is in possession of the
          Premises for the sole purpose of performing improvements or installing
          furniture, equipment or other personal property.

IV.  Rent.

     A.   Payments. As consideration for this Lease, Tenant shall pay Landlord,
          without any setoff or deduction (but subject to abatement as provided
          elsewhere in this Lease), the total amount of Base Rent and Additional
          Rent due for the Term. "Additional Rent" means all sums (exclusive of
          Base Rent) that Tenant is required to pay Landlord. Additional Rent
          and Base Rent are sometimes collectively referred to as "Rent". Tenant
          shall pay and be liable for all rental, sales and use taxes (but
          excluding income taxes), if any, imposed upon or measured by Rent
          under applicable Law. Base Rent and recurring monthly charges of
          Additional Rent shall be due and payable in advance on the first day
          of each calendar month without notice or demand, provided that the
          installment of Base Rent for the first full calendar month of the Term
          shall be payable upon the execution of this Lease by Tenant. All other
          items of Rent shall be due and payable by Tenant on or before 30 days
          after billing by Landlord. All payments of Rent shall be by good and
          sufficient check or by other means (such as automatic debit or
          electronic transfer) acceptable to Landlord. If Tenant fails to pay
          any item or installment of Rent when due, Tenant shall pay Landlord an
          administration fee equal to 3% of the past due Rent, provided that
          Tenant shall be entitled to a grace period of 10 days for the first 2
          late payments of Rent in a given calendar year. If the Term commences
          on a day other than the first day of a calendar month or terminates on
          a day other than the last day of a calendar month, the monthly Base
          Rent and Tenant's Pro Rata Share of any Tax Excess (defined in Section
          IV.B.) or Expense Excess (defined in Section IV.B.) for the month
          shall be prorated based on the number of days in such calendar month.
          Landlord's acceptance of less than the correct amount of Rent shall be
          considered a payment on account of the earliest Rent due. No
          endorsement or statement on a

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          check or letter accompanying a check or payment shall be considered an
          accord and satisfaction, and either party may accept the check or
          payment without prejudice to that party's right to recover the balance
          or pursue other available remedies. Tenant's covenant to pay Rent is
          independent of every other covenant in this Lease.

     B.   Expense Excess and Tax Excess. Tenant shall pay Tenant's Pro Rata
          Share of the amount, if any, by which Expenses (defined in Section
          IV.C.) for each calendar year during the Term exceed Expenses for the
          Base Year (the "Expense Excess") and also the amount, if any, by which
          Taxes (defined in Section IV.D.) for each calendar year during the
          Term exceed Taxes for the Base Year (the "Tax Excess"). If Expenses
          and/or Taxes in any calendar year decrease below the amount of
          Expenses and/or Taxes for the Base Year, Tenant's Pro Rata Share of
          Expenses and/or Taxes, as the case may be, for that calendar year
          shall be $0. Landlord shall provide Tenant with a good faith estimate
          of the Expense Excess and of the Tax Excess for each calendar year
          during the Term. On or before the first day of each month, Tenant
          shall pay to Landlord a monthly installment equal to one-twelfth of
          Tenant's Pro Rata Share of Landlord's estimate of the Expense Excess
          and one-twelfth of Tenant's Pro Rata Share of Landlord's estimate of
          the Tax Excess. If Landlord determines that its good faith estimate of
          the Expense Excess or of the Tax Excess was incorrect by a material
          amount, Landlord may provide Tenant with a revised estimate. After its
          receipt of the revised estimate, Tenant's monthly payments shall be
          based upon the revised estimate. If Landlord does not provide Tenant
          with an estimate of the Expense Excess or of the Tax Excess by January
          1 of a calendar year, Tenant shall continue to pay monthly
          installments based on the previous year's estimate(s) until Landlord
          provides Tenant with the new estimate. Upon delivery of the new
          estimate, an adjustment shall be made for any month for which Tenant
          paid monthly installments based on the previous year's estimate(s).
          Tenant shall pay Landlord the amount of any underpayment within 30
          days after receipt of the new estimate. Any overpayment shall be
          refunded to Tenant within 30 days or credited against the next due
          future installments(s) of Additional Rent.

          As soon as is practical following the end of each calendar year,
          Landlord shall furnish Tenant with a statement of the actual Expenses
          and Expense Excess and the actual Taxes and Tax Excess for the prior
          calendar year. If the estimated Expense Excess and/or estimated Tax
          Excess for the prior calendar year is more than the actual Expense
          Excess and/or actual Tax Excess, as the case may be, for the prior
          calendar year, Landlord shall apply any overpayment by Tenant against
          Additional Rent due or next becoming due, provided if the Term expires
          before the determination of the overpayment, Landlord shall refund any
          overpayment to Tenant after first deducting the amount of Rent due. If
          the estimated Expense Excess and/or estimated Tax Excess for the prior
          calendar year is less than the actual Expense Excess and/or actual Tax
          Excess, as the case may be, for such prior year, Tenant shall pay
          Landlord within 30 days after its receipt of the statement of Expenses
          and/or Taxes, any underpayment for the prior calendar year.

     C.   Expenses Defined. "Expenses" means all costs and expenses incurred in
          each calendar year in connection with operating, maintaining,
          repairing, and managing the Building and the Property, including, but
          not limited to:

          1.   Labor costs, including, wages, salaries, social security and
               employment taxes, medical and other types of insurance, uniforms,
               training, and retirement and pension plans.

          2.   Management fees, the cost of equipping and maintaining a
               management office, accounting and bookkeeping services, legal
               fees not attributable to leasing or collection activity, and
               other administrative costs. Landlord, by itself or through an
               affiliate, shall have the right to directly perform or provide
               any services under this Lease (including management services),
               provided that the cost of any such services shall not exceed the
               cost that would have been incurred had Landlord entered into an
               arms-length contract for such services with an unaffiliated
               entity of comparable skill and experience.

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          3.   The cost of services, including amounts paid to service providers
               and the rental and purchase cost of parts, supplies, tools and
               equipment.

          4.   Premiums and deductibles paid by Landlord for insurance,
               including workers compensation, fire and extended coverage,
               earthquake, general liability, rental loss, elevator, boiler and
               other insurance customarily carried from time to time by owners
               of comparable office buildings.

          5.   Electrical Costs (defined below) and charges for water, gas,
               steam and sewer, but excluding those charges for which Landlord
               is reimbursed by tenants. "Electrical Costs" means: (a) charges
               paid by Landlord for electricity; (b) costs incurred in
               connection with an energy management program for the Property;
               and (c) if and to the extent permitted by Law, a fee for the
               services provided by Landlord in connection with the selection of
               utility companies and the negotiation and administration of
               contracts for electricity, provided that such fee shall not
               exceed 50% of any savings obtained by Landlord. Electrical Costs
               shall be adjusted as follows: (i) amounts received by Landlord as
               reimbursement for above standard electrical consumption shall be
               deducted from Electrical Costs; (ii) the cost of electricity
               incurred to provide overtime HVAC to specific tenants (as
               reasonably estimated by Landlord) shall be deducted from
               Electrical Costs; and (iii) if Tenant is billed directly for the
               cost of building standard electricity to the Premises as a
               separate charge in addition to Base Rent, the cost of electricity
               to individual tenant spaces in the Building shall be deducted
               from Electrical Costs.

          6.   The amortized cost of capital improvements (as distinguished from
               replacement parts or components installed in the ordinary course
               of business) made to the Property which are: (a) performed
               primarily to reduce operating expense costs or otherwise improve
               the operating efficiency of the Property; or (b) required to
               comply with any Laws that are enacted, or first interpreted to
               apply to the Property, after the date of this Lease. The cost of
               capital improvements shall be amortized by Landlord over the
               lesser of the useful life of the capital improvement or 10 years.
               The amortized cost of capital improvements may, at Landlord's
               option, include actual or imputed interest at the rate that
               Landlord would reasonably be required to pay to finance the cost
               of the capital improvement. Notwithstanding the foregoing, the
               portion of the annual amortized costs to be included in Expenses
               in any calendar year with respect to a capital improvement which
               is intended to reduce expenses or improve the operating
               efficiency of the Property or Building shall equal the lesser of:
               (a) such annual amortized costs; and (b) the projected annual
               amortized reduction in expenses for that portion of the
               amortization period] of the capital improvement which falls
               within the Term (based on the total cost savings for such period,
               as reasonably estimated by Landlord).

          If Landlord incurs Expenses for the Property together with one or more
          other buildings or properties, whether pursuant to a reciprocal
          easement agreement with respect to adjacent properties, common area
          agreement with respect to adjacent properties or otherwise, the shared
          costs and expenses shall be equitably prorated and apportioned between
          the Property and the other buildings or properties. Expenses shall not
          include: the cost of capital improvements (except as set forth above);
          depreciation; interest (except as provided above for the amortization
          of capital improvements); principal payments of mortgage and other
          non-operating debts of Landlord; the cost of repairs or other work to
          the extent Landlord is reimbursed by insurance or condemnation
          proceeds; costs in connection with leasing space in the Building,
          including brokerage commissions; lease concessions, including rental
          abatements and construction allowances, granted to specific tenants;
          costs incurred in connection with the sale, financing or refinancing
          of the Building; fines, interest and penalties incurred due to the
          late payment of Taxes (defined in Section IV.D) or Expenses;
          organizational expenses associated with the creation and operation of
          the entity which constitutes Landlord; or any penalties or damages
          that Landlord pays to Tenant

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          under this Lease or to other tenants in the Building under their
          respective leases. If the Building is not at least 95% occupied during
          any calendar year or if Landlord is not supplying services to at least
          95% of the total Rentable Square Footage of the Building at any time
          during a calendar year, Expenses shall, at Landlord's option, be
          determined as if the Building had been 95% occupied and Landlord had
          been supplying services to 95% of the Rentable Square Footage of the
          Building during that calendar year. If Tenant pays for its Pro Rata
          Share of Expenses based on increases over a "Base Year" and Expenses
          for a calendar year are determined as provided in the prior sentence,
          Expenses for the Base Year shall also be determined as if the Building
          had been 95% occupied and Landlord had been supplying services to 95%
          of the Rentable Square Footage of the Building. The extrapolation of
          Expenses under this Section shall be performed by appropriately
          adjusting the cost of those components of Expenses that are impacted
          by changes in the occupancy of the Building.

     D.   Taxes Defined. "Taxes" shall mean: (1) all real estate taxes and other
          assessments on the Building and/or Property, including, but not
          limited to, assessments for special improvement districts and building
          improvement districts, taxes and assessments levied in substitution or
          supplementation in whole or in part of any such taxes and assessments
          and the Property's share of any real estate taxes and assessments
          under any reciprocal easement agreement, common area agreement or
          similar agreement as to the Property; (2) all personal property taxes
          for property that is owned by Landlord and used in connection with the
          operation, maintenance and repair of the Property; and (3) all costs
          and fees incurred in connection with seeking reductions in any tax
          liabilities described in (1) and (2), including, without limitation,
          any costs incurred by Landlord for compliance, review and appeal of
          tax liabilities. Without limitation, Taxes shall not include any
          income, capital levy, franchise, capital stock, gift, estate or
          inheritance tax or penalties or fines relating to the late payment or
          non-payment of Taxes. If an assessment is payable in installments,
          Taxes for the year shall include the amount of the installment and any
          interest due and payable during that year. For all other real estate
          taxes, Taxes for that year shall, at Landlord's election, include
          either the amount accrued, assessed or otherwise imposed for the year
          or the amount due and payable for that year, provided that Landlord's
          election shall be applied consistently throughout the Term. If a
          change in Taxes is obtained for any year of the Term during which
          Tenant paid Tenant's Pro Rata Share of any Tax Excess, then Taxes for
          that year will be retroactively adjusted and Landlord shall provide
          Tenant with a credit, if any, based on the adjustment. Likewise, if a
          change is obtained for Taxes for the Base Year, Taxes for the Base
          Year shall be restated and the Tax Excess for all subsequent years
          shall be recomputed. Tenant shall pay Landlord the amount of Tenant's
          Pro Rata Share of any such increase in the Tax Excess within 30 days
          after Tenant's receipt of a statement from Landlord.

     E.   Audit Rights. Tenant may, within 90 days after receiving Landlord's
          statement of Expenses, give Landlord written notice ("Review Notice")
          that Tenant intends to review Landlord's records of the Expenses for
          that calendar year. Within a reasonable time after receipt of the
          Review Notice, Landlord shall make all pertinent records available for
          inspection that are reasonably necessary for Tenant to conduct its
          review. If any records are maintained at a location other than the
          office of the Building, Tenant may either inspect the records at such
          other location or pay for the reasonable cost of copying and shipping
          the records. If Tenant retains an agent to review Landlord's records,
          the agent must be with a licensed CPA firm. Tenant shall be solely
          responsible for all costs, expenses and fees incurred for the audit.
          Within 60 days after the records are made available to Tenant, Tenant
          shall have the right to give Landlord written notice (an "Objection
          Notice") stating in reasonable detail any objection to Landlord's
          statement of Expenses for that year. If Tenant fails to give Landlord
          an Objection Notice within the 60 day period or fails to provide
          Landlord with a Review Notice within the 90 day period described
          above, Tenant shall be deemed to have approved Landlord's statement of
          Expenses and shall be barred from raising any claims regarding the
          Expenses for that year. If Tenant provides Landlord with a timely
          Objection Notice, Landlord and Tenant shall work together in good
          faith to resolve any issues raised in Tenant's Objection Notice. If
          Landlord and Tenant determine that Expenses for the calendar year are
          less than reported, Landlord

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          shall provide Tenant with a credit against the next installment of
          Rent in the amount of the overpayment by Tenant. Likewise, if Landlord
          and Tenant determine that Expenses for the calendar year are greater
          than reported, Tenant shall pay Landlord the amount of any
          underpayment within 30 days. However, notwithstanding the foregoing,
          if Landlord and Tenant determine that Expenses for the Building for
          the year in question were less than stated by more than 5%, Landlord,
          within 30 days after its receipt of paid invoices therefor from
          Tenant, shall reimburse Tenant for the reasonable amounts paid by
          Tenant to third parties in connection with such review by Tenant. The
          records obtained by Tenant shall be treated as confidential. In no
          event shall Tenant be permitted to examine Landlord's records or to
          dispute any statement of Expenses unless Tenant has paid and continues
          to pay all Rent when due.

V.   Compliance with Laws; Use.

     The Premises shall be used only for the Permitted Use and for no other use
whatsoever. Tenant shall not use or permit the use of the Premises for any
purpose which is illegal, dangerous to persons or property or which, in
Landlord's reasonable opinion, unreasonably disturbs any other tenants of the
Building or interferes with the operation of the Building. Tenant shall
materially comply with all Laws, including the Americans with Disabilities Act,
regarding the operation of Tenant's business and the use, condition,
configuration and occupancy of the Premises. Notwithstanding the foregoing,
Landlord, not Tenant, shall be responsible for complying with any law,
ordinance, order, rule or regulation of any governmental agency to the extent
that such requires any structural alterations, unless the need to make a
structural alteration results from Tenant's particular manner of use of the
Premises including, but not limited to, Tenant's use of any part of the Premises
for a use deemed to be a "Public Accommodation" as defined by the ADA. Tenant,
within 10 days after receipt, shall provide Landlord with copies of any notices
it receives regarding a violation or alleged violation of any Laws. Tenant shall
materially comply with the rules and regulations of the Building attached as
Exhibit B and such other reasonable rules and regulations adopted by Landlord
from time to time. Tenant shall also cause its agents, contractors,
subcontractors, employees, customers, and subtenants to comply with all rules
and regulations. Landlord shall not knowingly discriminate against Tenant in
Landlord's enforcement of the rules and regulations.

VI.  Security Deposit.

     The Security Deposit, if any, shall be delivered to Landlord upon the
execution of this Lease by Tenant and shall be held by Landlord without
liability for interest (unless required by Law) as security for the performance
of Tenant's obligations. The Security Deposit is not an advance payment of Rent
or a measure of Tenant's liability for damages. Landlord may, from time to time,
without prejudice to any other remedy, use all or a portion of the Security
Deposit to satisfy past due Rent or to cure any uncured default by Tenant. If
Landlord uses the Security Deposit, Tenant shall on demand restore the Security
Deposit to its original amount. Landlord shall return any unapplied portion of
the Security Deposit to Tenant within 45 days after the later to occur of: (1)
the determination of Tenant's Pro Rata Share of any Tax Excess and Expense
Excess for the final year of the Term; (2) the date Tenant surrenders possession
of the Premises to Landlord in accordance with this Lease; or (3) the
Termination Date. If Landlord transfers its interest in the Premises, Landlord
may assign the Security Deposit to the transferee and, following the assignment,
Landlord shall have no further liability for the return of the Security Deposit.
Landlord shall not be required to keep the Security Deposit separate from its
other accounts.

VII. Services to be Furnished by Landlord.

     A.   Landlord agrees to furnish Tenant with the following services: (1)
          Water service for use in the lavatories on each floor on which the
          Premises are located; (2) Heat and air conditioning in season during
          Normal Business Hours, at such temperatures and in such amounts as are
          standard for comparable buildings or as required by governmental
          authority. Tenant, upon such advance notice as is reasonably required
          by Landlord, shall have the right to receive HVAC service during hours
          other than Normal Business Hours. Tenant shall pay Landlord the
          standard charge for the additional service as reasonably determined by
          Landlord from time to time; (3) Maintenance and repair of the Property
          as described in Section IX.B.; (4) Janitor service on Business Days.
          If Tenant's use, floor covering or other improvements require special
          services in excess of the

                                     Page 7

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          standard services for the Building, Tenant shall pay the additional
          cost attributable to the special services; (5) Elevator service; (6)
          Electricity to the Premises for general office use, in accordance with
          and subject to the terms and conditions in Article X; and (7) such
          other services as Landlord reasonably determines are necessary or
          appropriate for the Property.

     B.   Landlord's failure to furnish, or any interruption or termination of,
          services due to the application of Laws, the failure of any equipment,
          the performance of repairs, improvements or alterations, or the
          occurrence of any event or cause beyond the reasonable control of
          Landlord (a "Service Failure") shall not render Landlord liable to
          Tenant, constitute a constructive eviction of Tenant, give rise to an
          abatement of Rent, nor relieve Tenant from the obligation to fulfill
          any covenant or agreement. However, if the Premises, or a material
          portion of the Premises, is made untenantable for a period in excess
          of 3 consecutive Business Days as a result of the Service Failure,
          then Tenant, as its sole remedy, shall be entitled to receive an
          abatement of Rent payable hereunder during the period beginning on the
          4th consecutive Business Day of the Service Failure and ending on the
          day the service has been restored. If the entire Premises has not been
          rendered untenantable by the Service Failure, the amount of abatement
          that Tenant is entitled to receive shall be prorated based upon the
          percentage of the Premises rendered untenantable and not used by
          Tenant. In no event, however, shall Landlord be liable to Tenant for
          any loss or damage, including the theft of Tenant's Property (defined
          in Article XV), arising out of or in connection with the failure of
          any security services, personnel or equipment.

VIII. Leasehold Improvements.

     All improvements to the Premises (collectively, "Leasehold Improvements")
shall be owned by Landlord and shall remain upon the Premises without
compensation to Tenant. However, Landlord, by written notice to Tenant within 30
days prior to the Termination Date, may require Tenant to remove, at Tenant's
expense: (1) Cable (defined in Section IX.A) installed by or for the exclusive
benefit of Tenant and located in the Premises or other portions of the Building;
and (2) any Leasehold Improvements that are performed by or for the benefit of
Tenant and, in Landlord's reasonable judgment, are of a nature that would
require removal and repair costs that are materially in excess of the removal
and repair costs associated with standard office improvements (collectively
referred to as "Required Removables"). Without limitation, it is agreed that
Required Removables include internal stairways, raised floors, personal baths
and showers, vaults, rolling file systems and structural alterations and
modifications of any type. The Required Removables designated by Landlord shall
be removed by Tenant before the Termination Date, provided that upon prior
written notice to Landlord, Tenant may remain in the Premises for up to 5 days
after the Termination Date for the sole purpose of removing the Required
Removables. Tenant's possession of the Premises shall be subject to all of the
terms and conditions of this Lease, including the obligation to pay Rent on a
per diem basis at the rate in effect for the last month of the Term. Tenant
shall repair damage caused by the installation or removal of Required
Removables. If Tenant fails to remove any Required Removables or perform related
repairs in a timely manner, Landlord, at Tenant's expense, may remove and
dispose of the Required Removables and perform the required repairs. Tenant,
within 30 days after receipt of an invoice, shall reimburse Landlord for the
reasonable costs incurred by Landlord. Notwithstanding the foregoing, Tenant, at
the time it requests approval for a proposed Alteration (defined in Section
IX.C), may request in writing that Landlord advise Tenant whether the Alteration
or any portion of the Alteration will be designated as a Required Removable.
Within 10 days after receipt of Tenant's request, Landlord shall advise Tenant
in writing as to which portions of the Alteration, if any, will be considered to
be Required Removables.

IX.  Repairs and Alterations.

     A.   Tenant's Repair Obligations. Tenant shall, at its sole cost and
          expense, promptly perform all maintenance and repairs to the Premises
          that are not Landlord's express responsibility under this Lease, and
          shall keep the Premises in good condition and repair, reasonable wear
          and tear excepted. Tenant's repair obligations include, without
          limitation, repairs to: (1) floor covering; (2) interior partitions;
          (3) doors; (4) the interior side of demising walls; (5) electronic,
          phone and data cabling and related equipment (collectively, "Cable")
          that is installed by or for the exclusive benefit of Tenant and
          located in the Premises or other

                                     Page 8

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          portions of the Building; (6) supplemental air conditioning units,
          private showers and kitchens, including hot water heaters, plumbing,
          and similar facilities serving Tenant exclusively; and (7) Alterations
          performed by contractors retained by Tenant, including related HVAC
          balancing. All work shall be performed in accordance with the rules
          and procedures described in Section IX.C. below. If Tenant fails to
          make any repairs to the Premises for more than 15 days after notice
          from Landlord (although notice shall not be required if there is an
          emergency), Landlord may make the repairs, and Tenant shall pay the
          reasonable cost of the repairs to Landlord within 30 days after
          receipt of an invoice, together with an administrative charge in an
          amount equal to 10% of the cost of the repairs.

     B.   Landlord's Repair Obligations. Landlord shall keep and maintain in
          good repair and working order and make repairs to and perform
          maintenance upon: (1) structural elements of the Building; (2)
          mechanical (including HVAC), electrical, plumbing and fire/life safety
          systems serving the Building in general; (3) Common Areas; (4) the
          roof of the Building; (5) exterior windows of the Building; and (6)
          elevators serving the Building. Landlord shall promptly make repairs
          (considering the nature and urgency of the repair) for which Landlord
          is responsible.

     C.   Alterations. Tenant shall not make alterations, additions or
          improvements to the Premises or install any Cable in the Premises or
          other portions of the Building (collectively referred to as
          "Alterations") without first obtaining the written consent of Landlord
          in each instance, which consent shall not be unreasonably withheld or
          delayed. However, Landlord's consent shall not be required for any
          Alteration that satisfies all of the following criteria (a "Cosmetic
          Alteration"): (1) is of a cosmetic nature such as painting,
          wallpapering, hanging pictures and installing carpeting; (2) is not
          visible from the exterior of the Premises or Building; (3) will not
          affect the systems or structure of the Building; and (4) does not
          require work to be performed inside the walls or above the ceiling of
          the Premises. However, even though consent is not required, the
          performance of Cosmetic Alterations shall be subject to all the other
          provisions of this Section IX.C. Prior to starting work, Tenant shall
          furnish Landlord with plans and specifications reasonably acceptable
          to Landlord; names of contractors reasonably acceptable to Landlord
          (provided that Landlord may designate specific contractors with
          respect to Building systems); copies of contracts; necessary permits
          and approvals; evidence of contractor's and subcontractor's insurance
          in amounts reasonably required by Landlord; and any security for
          performance that is reasonably required by Landlord. Changes to the
          plans and specifications must also be submitted to Landlord for its
          approval. Alterations shall be constructed in a good and workmanlike
          manner using materials of a quality that is at least equal to the
          quality designated by Landlord as the minimum standard for the
          Building. Landlord may designate reasonable rules, regulations and
          procedures for the performance of work in the Building and, to the
          extent reasonably necessary to avoid disruption to the occupants of
          the Building, shall have the right to designate the time when
          Alterations may be performed. Tenant shall reimburse Landlord within
          30 days after receipt of an invoice for sums paid by Landlord for
          third party examination of Tenant's plans for non-Cosmetic
          Alterations. In addition, within 30 days after receipt of an invoice
          from Landlord, Tenant shall pay Landlord a fee for Landlord's
          oversight and coordination of any non-Cosmetic Alterations equal to
          10% of that part of the cost of the non-Cosmetic Alteration between
          $1.00 and $10,000.00, inclusive, and 3% of the cost of that part of
          the non-Cosmetic Alterations which is exceeds $10,000.00.
          Notwithstanding anything foregoing to the contrary, in lieu of the
          fees set forth above, with respect to the first $2,000,000.00 spent by
          Tenant for Alterations including, without limitation, the Tenant Work
          described in Exhibit D, Tenant shall pay Landlord no fee for
          Landlord's oversight and coordination of all Alterations (including
          Cosmetic Alterations), but shall pay all direct, reasonable, out of
          pocket fees incurred by Landlord in connection with third party
          examination of Tenant's plans for non-Cosmetic Alterations and such
          oversight and coordination (which sums will be paid within 30 days
          after receipt of an invoice for sums paid by Landlord).] Upon
          completion, Tenant shall furnish "as-built" plans (except for Cosmetic
          Alterations), completion affidavits, full and final waivers of lien
          and receipted bills covering all labor and materials. Tenant shall
          assure that the Alterations comply with all insurance requirements and
          Laws. Landlord's approval of an Alteration shall not

                                     Page 9

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          be a representation by Landlord that the Alteration complies with
          applicable Laws or will be adequate for Tenant's use.

X.   Use of Electrical Services by Tenant.

     A.   Electricity used by Tenant in the Premises shall be paid for by Tenant
          by a separate charge payable by Tenant to Landlord within 30 days
          after billing by Landlord. Electrical service to the Premises may be
          furnished by one or more companies providing electrical generation,
          transmission and distribution services, and the cost of electricity
          may consist of several different components or separate charges for
          such services, such as generation, distribution and stranded cost
          charges. Landlord shall have the exclusive right to select any company
          providing electrical service to the Premises, to aggregate the
          electrical service for the Property and Premises with other buildings,
          to purchase electricity through a broker and/or buyers group and to
          change the providers and manner of purchasing electricity. The charges
          to Tenant for electricity shall not exceed the rate that would be
          charged Tenant if billed directly by the local utility for the same
          services.

     B.   Tenant's use of electrical service shall not exceed, either in
          voltage, rated capacity, use beyond Normal Business Hours or overall
          load, 5 watts per square foot of the Premises, which Landlord deems to
          be standard for the Building. If Tenant requests permission to consume
          excess electrical service, Landlord may refuse to consent or may
          condition consent upon conditions that Landlord reasonably elects
          (including, without limitation, the installation of utility service
          upgrades, meters, submeters, air handlers or cooling units), and the
          additional usage (to the extent permitted by Law), installation and
          maintenance costs shall be paid by Tenant. Landlord shall have the
          right to separately meter electrical usage for the Premises and to
          measure electrical usage by survey or other commonly accepted methods.

XI.  Entry by Landlord.

     Landlord, its agents, contractors and representatives may enter the
Premises to inspect or show the Premises, to clean and make repairs, alterations
or additions to the Premises, and to conduct or facilitate repairs, alterations
or additions to any portion of the Building, including other tenants' premises.
Except in emergencies or to provide janitorial and other Building services after
Normal Business Hours, Landlord shall provide Tenant with reasonable prior
notice of entry into the Premises, which may be given orally. If reasonably
necessary for the protection and safety of Tenant and its employees, Landlord
shall have the right to temporarily close all or a portion of the Premises to
perform repairs, alterations and additions. However, except in emergencies,
Landlord will not close the Premises if the work can reasonably be completed on
weekends and after Normal Business Hours. Entry by Landlord shall not constitute
constructive eviction or entitle Tenant to an abatement or reduction of Rent.
Notwithstanding anything herein to the contrary, except in emergency situations
as determined by Landlord, Landlord shall exercise reasonable efforts to conduct
any entry into the Premises in such a manner as to minimize any disruption to
the operation of Tenant's business.

XII. Assignment and Subletting.

     A.   Except in connection with a Permitted Transfer (defined in Section
          XII.E. below), Tenant shall not assign, sublease, transfer or encumber
          any interest in this Lease or allow any third party to use any portion
          of the Premises (collectively or individually, a "Transfer") without
          the prior written consent of Landlord, which consent shall not be
          unreasonably withheld if Landlord does not elect to exercise its
          termination rights under Section XII.B below. Without limitation, it
          is agreed that Landlord's consent shall not be considered unreasonably
          withheld if: (1) the proposed transferee's financial condition does
          not meet the criteria Landlord uses to select Building tenants having
          similar leasehold obligations; (2) the proposed transferee's business
          is not suitable for the Building considering the business of the other
          tenants and the Building's prestige, or would result in a violation of
          another tenant's rights; (3) the proposed transferee is a governmental
          agency or occupant of the Building; (4) Tenant is in default after the
          expiration of the notice and cure periods in this Lease; or (5) any
          portion of the Building or Premises would likely become subject to
          additional or different Laws as a consequence of

                                    Page 10

<PAGE>

          the proposed Transfer. Notwithstanding the above, Landlord will not
          withhold its consent solely because the proposed subtenant or assignee
          is an occupant of the Building if Landlord does not have space
          available for lease in the Building that is comparable to the space
          Tenant desires to sublet or assign. Landlord shall be deemed to have
          comparable space if it has, or will have, space available on any floor
          of the Building that is approximately the same size as the space
          Tenant desires to sublet or assign within 6 months of the proposed
          commencement of the proposed sublease or assignment. Any attempted
          Transfer in violation of this Article shall, at Landlord's option, be
          void. Consent by Landlord to one or more Transfer(s) shall not operate
          as a waiver of Landlord's rights to approve any subsequent Transfers.
          In no event shall any Transfer or Permitted Transfer release or
          relieve Tenant from any obligation under this Lease.

     B.   As part of its request for Landlord's consent to a Transfer, Tenant
          shall provide Landlord with financial statements for the proposed
          transferee, a complete copy of the proposed assignment, sublease and
          other contractual documents and such other information as Landlord may
          reasonably request. Landlord shall, by written notice to Tenant within
          30 days of its receipt of the required information and documentation,
          either: (1) consent to the Transfer by the execution of a consent
          agreement in a form reasonably designated by Landlord or reasonably
          refuse to consent to the Transfer in writing; or (2) exercise its
          right to terminate this Lease with respect to the portion of the
          Premises that Tenant is proposing to assign or sublet. Any such
          termination shall be effective on the proposed effective date of the
          Transfer for which Tenant requested consent. Tenant shall pay Landlord
          a review fee of $750.00 for Landlord's review of any Permitted
          Transfer or requested Transfer, provided if Landlord's actual
          reasonable costs and expenses (including reasonable attorney's fees)
          exceed $750.00, Tenant shall reimburse Landlord for its actual
          reasonable costs and expenses in lieu of a fixed review fee.


     C.   Tenant shall pay Landlord 50% of all rent and other consideration
          which Tenant receives as a result of a Transfer that is in excess of
          the Rent payable to Landlord for the portion of the Premises and Term
          covered by the Transfer. Tenant shall pay Landlord for Landlord's
          share of any excess within 30 days after Tenant's receipt of such
          excess consideration. Tenant may deduct from the excess all reasonable
          and customary expenses directly incurred by Tenant attributable to the
          Transfer, including brokerage fees, legal fees and construction costs.
          If Tenant is in Monetary Default (defined in Section XIX.A. below),
          Landlord may require that all sublease payments be made directly to
          Landlord, in which case Tenant shall receive a credit against Rent in
          the amount of any payments received (less Landlord's share of any
          excess).

     D.   Except as provided below with respect to a Permitted Transfer, if
          Tenant is a corporation, limited liability company, partnership, or
          similar entity, and if the entity which owns or controls a majority of
          the voting shares/rights at any time changes for any reason (including
          but not limited to a merger, consolidation or reorganization), such
          change of ownership or control shall constitute a Transfer. The
          foregoing shall not apply so long as Tenant is an entity whose
          outstanding stock is listed on a recognized security exchange, or if
          at least 80% of its voting stock is owned by another entity, the
          voting stock of which is so listed.

     E.   Tenant may assign its entire interest under this Lease to a successor
          to Tenant by purchase, merger, consolidation or reorganization without
          the consent of Landlord, provided that all of the following conditions
          are satisfied (a "Permitted Transfer"): (1) Tenant is not in default
          under this Lease; (2) Tenant's successor shall own all or
          substantially all of the assets of Tenant; (3) Tenant's successor
          shall have a net worth which is at least equal to the greater of
          Tenant's net worth at the date of this Lease or Tenant's net worth as
          of the day prior to the proposed purchase, merger, consolidation or
          reorganization; (4) the Permitted Use does not allow the Premises to
          be used for retail purposes; and (5) Tenant shall give Landlord
          written notice at least 30 days prior to the effective date of the
          proposed purchase, merger, consolidation or reorganization. Tenant's
          notice to Landlord shall include information and documentation showing
          that each of the above

                                    Page 11

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          conditions has been satisfied. If requested by Landlord, Tenant's
          successor shall sign a commercially reasonable form of assumption
          agreement.

XIII. Liens.

     Tenant shall not permit mechanic's or other liens to be placed upon the
Property, Premises or Tenant's leasehold interest in connection with any work or
service done or purportedly done by or for benefit of Tenant. If a lien is so
placed, Tenant shall, within 30 days of notice from Landlord of the filing of
the lien, fully discharge the lien by settling the claim which resulted in the
lien or by bonding or insuring over the lien in the manner prescribed by the
applicable lien Law. If Tenant fails to discharge the lien, then, in addition to
any other right or remedy of Landlord, Landlord may bond or insure over the lien
or otherwise discharge the lien. Tenant shall reimburse Landlord for any amount
paid by Landlord to bond or insure over the lien or discharge the lien,
including, without limitation, reasonable attorneys' fees (if and to the extent
permitted by Law) within 30 days after receipt of an invoice from Landlord.

XIV. Indemnity and Waiver of Claims.

     A.   Except to the extent caused by the negligence or willful misconduct of
          Landlord or any Landlord Related Parties (defined below), Tenant shall
          indemnify, defend and hold Landlord, its trustees, members,
          principals, beneficiaries, partners, officers, directors, employees,
          Mortgagee(s) (defined in Article XXVI) and agents ("Landlord Related
          Parties") harmless against and from all liabilities, obligations,
          damages, penalties, claims, actions, costs, charges and expenses,
          including, without limitation, reasonable attorneys' fees and other
          professional fees (if and to the extent permitted by Law), which may
          be imposed upon, incurred by or asserted against Landlord or any of
          the Landlord Related Parties and arising out of or in connection with
          any damage or injury occurring in the Premises or any acts or
          omissions (including violations of Law) of Tenant, the Tenant Related
          Parties (defined below) or any of Tenant's transferees, contractors or
          licensees.

     B.   Except to the extent caused by the negligence or willful misconduct of
          Tenant or any Tenant Related Parties (defined below), Landlord shall
          indemnify, defend and hold Tenant, its trustees, members, principals,
          beneficiaries, partners, officers, directors, employees and agents
          ("Tenant Related Parties") harmless against and from all liabilities,
          obligations, damages, penalties, claims, actions, costs, charges and
          expenses, including, without limitation, reasonable attorneys' fees
          and other professional fees (if and to the extent permitted by Law),
          which may be imposed upon, incurred by or asserted against Tenant or
          any of the Tenant Related Parties and arising out of or in connection
          with the acts or omissions (including violations of Law) of Landlord,
          the Landlord Related Parties or any of Landlord's contractors.

     C.   Landlord and the Landlord Related Parties shall not be liable for, and
          Tenant waives, all claims for loss or damage to Tenant's business or
          loss, theft or damage to Tenant's Property or the property of any
          person claiming by, through or under Tenant resulting from: (1) wind
          or weather; (2) the failure of any sprinkler, heating or
          air-conditioning equipment, any electric wiring or any gas, water or
          steam pipes; (3) the backing up of any sewer pipe or downspout; (4)
          the bursting, leaking or running of any tank, water closet, drain or
          other pipe; (5) water, snow or ice upon or coming through the roof,
          skylight, stairs, doorways, windows, walks or any other place upon or
          near the Building; (6) any act or omission of any party other than
          Landlord or Landlord Related Parties; and (7) any causes not
          reasonably within the control of Landlord. Tenant shall insure itself
          against such losses under Article XV below. Notwithstanding the
          foregoing, except as provided in Article XVI to the contrary, Tenant
          shall not be required to waive any claims against Landlord (other than
          for loss or damage to Tenant's business) where such loss or damage is
          due to the negligence or willful misconduct of Landlord or any
          Landlord Related Parties. Nothing herein shall be construed as to
          diminish the repair and maintenance obligations of Landlord contained
          elsewhere in this Lease.

XV.  Insurance.

                                    Page 12

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     Tenant shall carry and maintain the following insurance ("Tenant's
Insurance"), at its sole cost and expense: (1) Commercial General Liability
Insurance applicable to the Premises and its appurtenances providing, on an
occurrence basis, a minimum combined single limit of $2,000,000.00; (2) All Risk
Property/Business Interruption Insurance, including flood and earthquake,
written at replacement cost value and with a replacement cost endorsement
covering all of Tenant's trade fixtures, equipment, furniture and other personal
property within the Premises ("Tenant's Property"); (3) Workers' Compensation
Insurance as required by the state in which the Premises is located and in
amounts as may be required by applicable statute; and (4) Employers Liability
Coverage of at least $1,000,000.00 per occurrence. Any company writing any of
Tenant's Insurance shall have an A.M. Best rating of not less than A-VIII
(unless otherwise approved by Landlord, which approval shall not be unreasonably
withheld). All Commercial General Liability Insurance policies shall name Tenant
as a named insured and Landlord (or any successor), Equity Office Properties
Trust, a Maryland real estate investment trust, EOP Operating Limited
Partnership, a Delaware limited partnership, and their respective members,
principals, beneficiaries, partners, officers, directors, employees, and agents,
and other designees of Landlord as the interest of such designees shall appear,
as additional insureds. All policies of Tenant's Insurance shall contain
endorsements that the insurer(s) shall give Landlord and its designees at least
30 days' advance written notice of any change, cancellation, termination or
lapse of insurance. Tenant shall provide Landlord with a certificate of
insurance evidencing Tenant's Insurance prior to the earlier to occur of the
Commencement Date or the date Tenant is provided with possession of the Premises
for any reason, and upon renewals at least 15 days prior to the expiration of
the insurance coverage. Landlord shall maintain so called All Risk property
insurance on the Building at replacement cost value, as reasonably estimated by
Landlord. Except as specifically provided to the contrary, the limits of either
party's' insurance shall not limit such party's liability under this Lease.

XVI. Subrogation.

     Notwithstanding anything in this Lease to the contrary, Landlord and Tenant
hereby waive and shall cause their respective insurance carriers to waive any
and all rights of recovery, claim, action or causes of action against the other
and their respective trustees, principals, beneficiaries, partners, officers,
directors, agents, and employees, for any loss or damage that may occur to
Landlord or Tenant or any party claiming by, through or under Landlord or
Tenant, as the case may be, with respect to Tenant's Property, the Building, the
Premises, any additions or improvements to the Building or Premises, or any
contents thereof, including all rights of recovery, claims, actions or causes of
action arising out of the negligence of Landlord or any Landlord Related Parties
or the negligence of Tenant or any Tenant Related Parties, which loss or damage
is (or would have been, had the insurance required by this Lease been carried)
covered by insurance.

XVII. Casualty Damage.

     A.   If all or any part of the Premises is damaged by fire or other
          casualty, Tenant shall immediately notify Landlord in writing. During
          any period of time that all or a material portion of the Premises is
          rendered untenantable as a result of a fire or other casualty, the
          Rent shall abate for the portion of the Premises that is untenantable
          and not used by Tenant. Landlord shall have the right to terminate
          this Lease if: (1) the Building shall be damaged so that, in
          Landlord's reasonable judgment, substantial alteration or
          reconstruction of the Building shall be required (whether or not the
          Premises has been damaged); (2) Landlord is not permitted by Law to
          rebuild the Building in substantially the same form as existed before
          the fire or casualty; (3) the Premises have been materially damaged
          and there is less than 1 year of the Term remaining on the date of the
          casualty; or (4) a material uninsured loss to the Building occurs.
          Landlord may exercise its right to terminate this Lease by notifying
          Tenant in writing within 90 days after the date of the casualty. In
          addition to Landlord's right to terminate as provided herein, Tenant
          shall have the right to terminate this Lease if: (a) a substantial
          portion of the Premises has been damaged by fire or other casualty and
          such damage cannot reasonably be repaired within 60 days after receipt
          of the Completion Estimate (defined in XVII.B. below); (b) there is
          less than 1 year of the Term remaining on the date of such casualty;
          (c) the casualty was not caused by the negligence or willful
          misconduct of Tenant or its agents, employees or contractors; and (d)
          Tenant provides Landlord with written notice of its intent to
          terminate within 30 days after the date of the fire or other casualty.
          If neither Landlord nor Tenant elect to terminate this Lease, Landlord
          shall commence and

                                    Page 13

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          proceed with reasonable diligence to repair and restore the Building
          and the Leasehold Improvements (excluding any Alterations that were
          performed by Tenant in violation of this Lease). However, in no event
          shall Landlord be required to spend more than the insurance proceeds
          received by Landlord available for restoration. Landlord shall not be
          liable for any loss or damage to Tenant's Property or to the business
          of Tenant resulting in any way from the fire or other casualty or from
          the repair and restoration of the damage. Landlord and Tenant hereby
          waive the provisions of any Law relating to the matters addressed in
          this Article, and agree that their respective rights for damage to or
          destruction of the Premises shall be those specifically provided in
          this Lease.

     B.   If all or any portion of the Premises shall be made untenantable by
          fire or other casualty, Landlord shall, with reasonable promptness,
          cause an architect or general contractor selected by Landlord to
          provide Landlord and Tenant with a written estimate of the amount of
          time required to substantially complete the repair and restoration of
          the Premises and make the Premises tenantable again, using standard
          working methods ("Completion Estimate"). If the Completion Estimate
          indicates that the Premises cannot be made tenantable within 270 days
          from the date the repair and restoration is started, then regardless
          of anything in Section XVII.A above to the contrary, either party
          shall have the right to terminate this Lease by giving written notice
          to the other of such election within 30 days after receipt of the
          Completion Estimate. Notwithstanding the foregoing, if Landlord does
          not substantially complete the repair and restoration of the Premises
          within 2 months after the expiration of the estimated period of time
          set forth in the Completion Estimate, which period shall be extended
          to the extent of any Reconstruction Delays, then Tenant may terminate
          this Lease by written notice to Landlord within 15 days after the
          expiration of such period, as the same may be extended. For purposes
          of this Lease, the term "Reconstruction Delays" shall mean: (i) any
          delays caused by the insurance adjustment process, (ii) any delays
          caused by Tenant, and (iii) any delays caused by events of Force
          Majeure.

XVIII. Condemnation.

     Either party may terminate this Lease if the whole or any material part of
the Premises shall be taken or condemned for any public or quasi-public use
under Law, by eminent domain or private purchase in lieu thereof (a "Taking").
Landlord shall also have the right to terminate this Lease if there is a Taking
of any portion of the Building or Property which would leave the remainder of
the Building unsuitable for use as an office building in a manner comparable to
the Building's use prior to the Taking. In order to exercise its right to
terminate the Lease, Landlord or Tenant, as the case may be, must provide
written notice of termination to the other within 45 days after the terminating
party first receives notice of the Taking. Any such termination shall be
effective as of the date the physical taking of the Premises or the portion of
the Building or Property occurs. If this Lease is not terminated, the Rentable
Square Footage of the Building, the Rentable Square Footage of the Premises and
Tenant's Pro Rata Share shall, if applicable, be appropriately adjusted. In
addition, Rent for any portion of the Premises taken or condemned shall be
abated during the unexpired Term of this Lease effective when the physical
taking of the portion of the Premises occurs. All compensation awarded for a
Taking, or sale proceeds, shall be the property of Landlord, any right to
receive compensation or proceeds being expressly waived by Tenant. However,
Tenant may file a separate claim at its sole cost and expense for Tenant's
Property and Tenant's reasonable relocation expenses, provided the filing of the
claim does not diminish the award which would otherwise be receivable by
Landlord.

XIX. Events of Default.

     Tenant shall be considered to be in default of this Lease upon the
occurrence of any of the following events of default:

     A.   Tenant's failure to pay when due all or any portion of the Rent, if
          the failure continues for 5 days after written notice to Tenant
          ("Monetary Default").

     B.   Tenant's failure (other than a Monetary Default) to comply with any
          term, provision or covenant of this Lease, if the failure is not cured
          within 30 days after written notice to Tenant. However, if Tenant's
          failure to comply cannot reasonably be cured within 30 days, Tenant
          shall be allowed additional time (not

                                    Page 14

<PAGE>

          to exceed 60 days) as is reasonably necessary to cure the failure so
          long as: (1) Tenant commences to cure the failure within 30 days, and
          (2) Tenant diligently pursues a course of action that will cure the
          failure and bring Tenant back into compliance with the Lease. However,
          if Tenant's failure to comply creates a hazardous condition, the
          failure must be cured immediately upon notice to Tenant. In addition,
          if Landlord provides Tenant with notice of Tenant's failure to comply
          with any particular material term, provision or covenant of the Lease
          on 3 occasions during any 12 month period, Tenant's subsequent
          violation of such material term, provision or covenant shall, at
          Landlord's option, be an incurable event of default by Tenant.

     C.   Tenant or any Guarantor becomes insolvent, makes a transfer in fraud
          of creditors or makes an assignment for the benefit of creditors, or
          admits in writing its inability to pay its debts when due.

     D.   The leasehold estate is taken by process or operation of Law.

     E.   Intentionally Omitted.

     F.   Intentionally Omitted.

XX.  Remedies.

     A.   Upon any default, Landlord shall have the right without notice or
          demand (except as provided in Article XIX) to pursue any of its rights
          and remedies at Law or in equity, including any one or more of the
          following remedies:

          1.   Terminate this Lease, in which case Tenant shall immediately
               surrender the Premises to Landlord. If Tenant fails to surrender
               the Premises, Landlord may, in compliance with applicable Law and
               without prejudice to any other right or remedy, enter upon and
               take possession of the Premises and expel and remove Tenant,
               Tenant's Property and any party occupying all or any part of the
               Premises. Tenant shall pay Landlord on demand the amount of all
               past due Rent and other losses and damages which Landlord may
               suffer as a result of Tenant's default, whether by Landlord's
               inability to relet the Premises on satisfactory terms or
               otherwise, including, without limitation, all Costs of Reletting
               (defined below) and any deficiency that may arise from reletting
               or the failure to relet the Premises. "Costs of Reletting" shall
               include all costs and expenses incurred by Landlord in reletting
               or attempting to relet the Premises, including, without
               limitation, reasonable legal fees, brokerage commissions, the
               cost of alterations and the value of other concessions or
               allowances granted to a new tenant.

          2.   Terminate Tenant's right to possession of the Premises and, in
               compliance with applicable Law, expel and remove Tenant, Tenant's
               Property and any parties occupying all or any part of the
               Premises. Landlord may (but shall not be obligated to) relet all
               or any part of the Premises, without notice to Tenant, for a term
               that may be greater or less than the balance of the Term and on
               such conditions (which may include concessions, free rent and
               alterations of the Premises) and for such uses as Landlord in its
               absolute discretion shall determine. Landlord may collect and
               receive all rents and other income from the reletting. Tenant
               shall pay Landlord on demand all past due Rent, all Costs of
               Reletting and any deficiency arising from the reletting or
               failure to relet the Premises. Landlord shall not be responsible
               or liable for the failure to relet all or any part of the
               Premises or for the failure to collect any Rent. The re-entry or
               taking of possession of the Premises shall not be construed as an
               election by Landlord to terminate this Lease unless a written
               notice of termination is given to Tenant.

          3.   In lieu of calculating damages under Sections XX.A.1 or XX.A.2
               above, Landlord may elect to receive as damages the sum of (a)
               all Rent accrued through the date of termination of this Lease or
               Tenant's right to possession, and (b) an amount equal to the
               total Rent that Tenant would

                                    Page 15

<PAGE>

               have been required to pay for the remainder of the Term
               discounted to present value at the Prime Rate (defined in Section
               XX.B. below) then in effect, minus the greater of then present
               fair rental value of the Premises for the remainder of the Term,
               similarly discounted, after deducting all anticipated Costs of
               Reletting, or the actual Rent paid by a successor tenant after
               deducting the Costs of Reletting, similarly discounted.

     B.   Unless expressly provided in this Lease, the repossession or
          re-entering of all or any part of the Premises shall not relieve
          Tenant of its liabilities and obligations under the Lease. No right or
          remedy of Landlord shall be exclusive of any other right or remedy.
          Each right and remedy shall be cumulative and in addition to any other
          right and remedy now or subsequently available to Landlord at Law or
          in equity. If Landlord declares Tenant to be in default, Landlord
          shall be entitled to receive interest on any unpaid item of Rent at a
          rate equal to the Prime Rate plus 4%. For purposes hereof, the "Prime
          Rate" shall be the per annum interest rate publicly announced as its
          prime or base rate by a federally insured bank selected by Landlord in
          the state in which the Building is located. Forbearance by Landlord to
          enforce one or more remedies shall not constitute a waiver of any
          default.

XXI. Limitation of Liability.

     NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE
LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) TO TENANT SHALL BE LIMITED
TO THE INTEREST OF LANDLORD IN THE PROPERTY. TENANT SHALL LOOK SOLELY TO
LANDLORD'S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD
AGAINST LANDLORD. NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE
PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY. BEFORE FILING SUIT FOR AN
ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S)
(DEFINED IN ARTICLE XXVI BELOW) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES
(DEFINED IN ARTICLE XXVI BELOW) ON THE PROPERTY, BUILDING OR PREMISES, NOTICE
AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT.

XXII. No Waiver.

     Either party's failure to declare a default immediately upon its
occurrence, or delay in taking action for a default shall not constitute a
waiver of the default, nor shall it constitute an estoppel. Either party's
failure to enforce its rights for a default shall not constitute a waiver of its
rights regarding any subsequent default. Receipt by Landlord of Tenant's keys to
the Premises shall not constitute an acceptance or surrender of the Premises.

XXIII. Quiet Enjoyment.

     Tenant shall, and may peacefully have, hold and enjoy the Premises, subject
to the terms of this Lease, provided Tenant pays the Rent and fully performs all
of its covenants and agreements. This covenant and all other covenants of
Landlord shall be binding upon Landlord and its successors only during its or
their respective periods of ownership of the Building, and shall not be a
personal covenant of Landlord or the Landlord Related Parties.

XXIV. Relocation. Intentionally Omitted.

XXV. Holding Over.

     Except for any permitted occupancy by Tenant under Article VIII, if Tenant
fails to surrender the Premises at the expiration or earlier termination of this
Lease, occupancy of the Premises after the termination or expiration shall be
that of a tenancy at sufferance. Tenant's occupancy of the Premises during the
holdover shall be subject to all the terms and provisions of this Lease and
Tenant shall pay an amount (on a per month basis without reduction for partial
months during the holdover) equal to 150% of the greater of: (1) the sum of the
Base Rent and Additional Rent due for the period immediately preceding the
holdover; or (2) the fair market gross rental for the Premises as reasonably
determined by Landlord. No holdover by Tenant or payment by Tenant after the
expiration or early termination of this Lease shall be construed to extend the
Term or prevent Landlord from immediate recovery of possession of the Premises
by summary proceedings or otherwise. In addition to the payment of the amounts
provided above,

                                    Page 16

<PAGE>

if Landlord is unable to deliver possession of the Premises to a new tenant, or
to perform improvements for a new tenant, as a result of Tenant's holdover and
Tenant fails to vacate the Premises within 15 days after Landlord notifies
Tenant of Landlord's inability to deliver possession, or perform improvements,
Tenant shall be liable to Landlord for all damages, including, without
limitation, consequential damages, that Landlord suffers from the holdover.

XXVI. Subordination to Mortgages; Estoppel Certificate.

     Subject to the terms hereof, Tenant accepts this Lease subject and
subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other
lien(s) now or subsequently arising upon the Premises, the Building or the
Property, and to renewals, modifications, refinancings and extensions thereof
(collectively referred to as a "Mortgage"). The party having the benefit of a
Mortgage shall be referred to as a "Mortgagee". This clause shall be
self-operative only with respect to the existing Mortgagee. In lieu of having
the Mortgage be superior to this Lease, a Mortgagee shall have the right at any
time to subordinate its Mortgage to this Lease. If requested by a
successor-in-interest to all or a part of Landlord's interest in the Lease,
Tenant shall, without charge, attorn to the successor-in-interest. Landlord and
Tenant shall each, within 10 Business Days after receipt of a written request
from the other, execute and deliver an estoppel certificate to those parties as
are reasonably requested by the other (including a Mortgagee or prospective
purchaser). The estoppel certificate shall include a statement certifying that
this Lease is unmodified (except as identified in the estoppel certificate) and
in full force and effect, describing the dates to which Rent and other charges
have been paid, representing that, to such party's actual knowledge, there is no
default (or stating the nature of the alleged default) and indicating other
matters with respect to the Lease that may reasonably be requested.
Notwithstanding anything foregoing to the contrary, as a condition precedent to
the future subordination of this Lease, Landlord will be required to obtain a
non-disturbance, subordination and attornment agreement in favor of Tenant from
any future Mortgagee on such Mortgagee's then current standard form of
agreement, provided such form contains substantially similar provisions as those
set forth in Exhibit F or such other commercially reasonable changes to such
future Mortgagee's form of non-disturbance, subordination and attornment
agreement provided that Tenant's rights and obligations under such form are not
materially different from those set forth in Exhibit F. Upon agreement between
Tenant and such future Mortgagee, Tenant will execute such non-disturbance,
subordination and attornment agreement and return the same to the future
Mortgagee for execution. If Tenant and any future Mortgagee are unable to agree
upon the terms and conditions of the non-disturbance, subordination and
attornment agreement, Tenant, upon request of such future Mortgagee, agrees to
enter into a non-disturbance, subordination and attornment agreement on the form
attached hereto as Exhibit F. Landlord's failure to obtain a non-disturbance,
subordination and attornment agreement for Tenant from any future Mortgagee
shall have no effect on the rights, obligations and liabilities of Landlord and
Tenant or be considered to be a default by Landlord hereunder, provided that if
such future Mortgagee is unwilling to enter into a non-disturbance,
subordination and attornment agreement with Tenant (either on a negotiated form
or the form attached hereto as Exhibit F), this Lease shall not be subordinated
to the Mortgage held by the future Mortgagee and the lien of such Mortgagee's
Mortgage shall be subject to this Lease. If, however, Tenant is unwilling to
enter into such non-disturbance, subordination and attornment agreement on the
form attached hereto as Exhibit F, such refusal shall be considered to be a
default hereunder by Tenant, subject to the notice and cure provisions of
Section XIX hereof, and Landlord shall have no further obligation to attempt to
obtain a non-disturbance, subordination and attornment from such future
Mortgagee.

XXVII. Attorneys' Fees.

     If either party institutes a suit against the other for violation of or to
enforce any covenant or condition of this Lease, or if either party intervenes
in any suit in which the other is a party to enforce or protect its interest or
rights, the prevailing party shall be entitled to all of its costs and expenses,
including, without limitation, reasonable attorneys' fees.

XXVIII. Notice.

     If a demand, request, approval, consent or notice (collectively referred to
as a "notice") shall or may be given to either party by the other, the notice
shall be in writing and delivered by hand or sent by registered or certified
mail with return receipt requested, or sent by overnight or same day courier
service at the party's respective Notice Address(es) set forth in Article I,
except that if Tenant has vacated the Premises (or if the Notice Address for
Tenant is other than the Premises, and Tenant has vacated such address) without
providing Landlord a new Notice

                                    Page 17

<PAGE>

Address, Landlord may serve notice in any manner described in this Article or in
any other manner permitted by Law. Each notice shall be deemed to have been
received or given on the earlier to occur of actual delivery or the date on
which delivery is refused, or, if Tenant has vacated the Premises or the other
Notice Address of Tenant without providing a new Notice Address, three (3) days
after notice is deposited in the U.S. mail or with a courier service in the
manner described above. Either party may, at any time, change its Notice Address
by giving the other party written notice of the new address in the manner
described in this Article.

XXIX. Excepted Rights.

     This Lease does not grant any rights to light or air over or about the
Building. Landlord excepts and reserves exclusively to itself the use of: (1)
roofs, (2) telephone, electrical and janitorial closets, (3) equipment rooms,
Building risers or similar areas that are used by Landlord for the provision of
Building services, (4) rights to the land and improvements below the floor of
the Premises, (5) the improvements and air rights above the Premises, (6) the
improvements and air rights outside the demising walls of the Premises, and (7)
the areas within the Premises used for the installation of utility lines and
other installations serving occupants of the Building. Landlord has the right to
change the Building's name or address. Landlord also has the right to make such
other changes to the Property and Building as Landlord deems appropriate,
provided the changes do not materially affect Tenant's ability to use the
Premises for the Permitted Use. Landlord shall also have the right (but not the
obligation) to temporarily close the Building if Landlord reasonably determines
that there is an imminent danger of significant damage to the Building or of
personal injury to Landlord's employees or the occupants of the Building. The
circumstances under which Landlord may temporarily close the Building shall
include, without limitation, electrical interruptions, hurricanes and civil
disturbances. A closure of the Building under such circumstances shall not
constitute a constructive eviction nor entitle Tenant to an abatement or
reduction of Rent, provided, however, Tenant shall be entitled to an abatement
of Rent in accordance with Section VII.B. if the Building is closed and Tenant
is unable to use the Premises as a result of such closure, for a period of at
least 3 consecutive Business Days.

XXX. Surrender of Premises.

     At the expiration or earlier termination of this Lease or Tenant's right of
possession, Tenant shall remove Tenant's Property (defined in Article XV) from
the Premises, and quit and surrender the Premises to Landlord, broom clean, and
in good order, condition and repair, ordinary wear and tear excepted. Tenant
shall also be required to remove the Required Removables in accordance with
Article VIII. If Tenant fails to remove any of Tenant's Property within 2 days
after the termination of this Lease or of Tenant's right to possession,
Landlord, at Tenant's sole cost and expense, shall be entitled (but not
obligated) to remove and store Tenant's Property. Landlord shall not be
responsible for the value, preservation or safekeeping of Tenant's Property.
Tenant shall pay Landlord, upon demand, the expenses and storage charges
incurred for Tenant's Property. In addition, if Tenant fails to remove Tenant's
Property from the Premises or storage, as the case may be, within 30 days after
written notice, Landlord may deem all or any part of Tenant's Property to be
abandoned, and title to Tenant's Property shall be deemed to be immediately
vested in Landlord.

XXXI. Demolition.

     Landlord shall have the right to terminate this Lease if Landlord proposes
or is required, for any reason, to remodel, remove, or demolish the Building or
any substantial portion thereof. Such cancellation shall be exercised by
Landlord by the service of not less than ninety (90) days' written notice of
such termination. Such notice shall set forth the date upon which the
termination will be effective. No money or other consideration shall be payable
by Landlord to Tenant for Landlord's exercise of this right, and the right is
hereby reserved to Landlord and all purchasers, successors, assigns,
transferees, and ground tenants of Landlord, as the case may be, and is in
addition to all other rights of Landlord. Tenant has read the foregoing and
understands that Landlord has a right to terminate this Lease as provided above.

XXXII. Miscellaneous.

     A.   This Lease and the rights and obligations of the parties shall be
          interpreted, construed and enforced in accordance with the Laws of the
          state in which the Building is located and Landlord and Tenant hereby
          irrevocably consent to the jurisdiction and proper venue of such
          state. If any term or provision of this Lease shall to any extent be
          invalid or unenforceable, the remainder of this Lease shall

                                     Page 18

<PAGE>

          not be affected, and each provision of this Lease shall be valid and
          enforced to the fullest extent permitted by Law. The headings and
          titles to the Articles and Sections of this Lease are for convenience
          only and shall have no effect on the interpretation of any part of the
          Lease.

     B.   Tenant shall not record this Lease without Landlord's prior written
          consent, however, upon Tenant's written request, Landlord will execute
          a memorandum of Lease in form reasonably acceptable to Landlord and
          substantially in the form attached hereto as Exhibit G.

     C.   Landlord and Tenant hereby waive any right to trial by jury in any
          proceeding based upon a breach of this Lease.

     D.   Whenever a period of time is prescribed for the taking of an action by
          Landlord or Tenant, the period of time for the performance of such
          action shall be extended by the number of days that the performance is
          actually delayed due to strikes, acts of God, shortages of labor or
          materials, war, civil disturbances and other causes beyond the
          reasonable control of the performing party ("Force Majeure"). However,
          events of Force Majeure shall not extend any period of time for the
          payment of Rent or other sums payable by either party or any period of
          time for the written exercise of an option or right by either party.

     E.   Landlord shall have the right to transfer and assign, in whole or in
          part, all of its rights and obligations under this Lease and in the
          Building and/or Property referred to herein, and upon such transfer
          Landlord shall be released from any further obligations hereunder
          provided that, any successor pursuant to a voluntary, third-party
          transfer (but not as part of an involuntary transfer resulting from a
          foreclosure or deed in lieu thereof) shall have assumed Landlord's
          obligations under this Lease either by contractual obligation,
          assumption agreement or by operation of law, and Tenant agrees to look
          solely to the successor in interest of Landlord for the performance of
          such obligations. and further provided that Landlord and its
          successors, as the case may be, shall remain liable after their
          respective periods of ownership with respect to any sums due that
          arose during such period of ownership.

     F.   Tenant represents that it has dealt directly with and only with the
          Broker as a broker in connection with this Lease. Tenant shall
          indemnify and hold Landlord and the Landlord Related Parties harmless
          from all claims of any brokers, including Broker, claiming claiming to
          have represented Tenant in connection with this Lease. Landlord agrees
          to indemnify and hold Tenant and the Tenant Related Parties harmless
          from all claims of any brokers claiming to have represented Landlord
          in connection with this Lease.

     G.   Tenant covenants, warrants and represents that: (1) each individual
          executing, attesting and/or delivering this Lease on behalf of Tenant
          is authorized to do so on behalf of Tenant; (2) this Lease is binding
          upon Tenant; and (3) Tenant is duly organized and legally existing in
          the state of its organization and is qualified to do business in the
          state in which the Premises are located. If there is more than one
          Tenant, or if Tenant is comprised of more than one party or entity,
          the obligations imposed upon Tenant shall be joint and several
          obligations of all the parties and entities. Notices, payments and
          agreements given or made by, with or to any one person or entity shall
          be deemed to have been given or made by, with and to all of them.
          Landlord covenants, warrants and represents that: (1) each individual
          executing, attesting and/or delivering this Lease on behalf of
          Landlord is authorized to do so on behalf of Landlord; (2) this Lease
          is binding upon Landlord; and (3) Landlord is duly organized and
          legally existing in the state of its organization and is qualified to
          do business in the state in which the Premises are located.

     H.   Time is of the essence with respect to Tenant's exercise of any
          expansion, renewal or extension rights granted to Tenant. This Lease
          shall create only the relationship of landlord and tenant between the
          parties, and not a partnership, joint venture or any other
          relationship. This Lease and the covenants and conditions in this
          Lease shall inure only to the benefit of and be binding only upon
          Landlord and Tenant and their permitted successors and assigns.

                                     Page 19

<PAGE>

     I.   The expiration of the Term, whether by lapse of time or otherwise,
          shall not relieve either party of any obligations which accrued prior
          to or which may continue to accrue after the expiration or early
          termination of this Lease. Without limiting the scope of the prior
          sentence, it is agreed that Tenant's obligations under Sections IV.A,
          IV.B., VIII, XIV, XX, XXV and XXX shall survive the expiration or
          early termination of this Lease.

     J.   Landlord has delivered a copy of this Lease to Tenant for Tenant's
          review only, and the delivery of it does not constitute an offer to
          Tenant or an option. This Lease shall not be effective against any
          party hereto until an original copy of this Lease has been signed by
          such party.

     K.   All understandings and agreements previously made between the parties
          are superseded by this Lease, and neither party is relying upon any
          warranty, statement or representation not contained in this Lease.
          This Lease may be modified only by a written agreement signed by
          Landlord and Tenant.

     L.   Tenant, within 15 days after request, shall provide Landlord with a
          current financial statement and such other information as Landlord may
          reasonably request in order to create a "business profile" of Tenant
          and determine Tenant's ability to fulfill its obligations under this
          Lease. Landlord, however, shall not require Tenant to provide such
          information unless Landlord is requested to produce the information in
          connection with a proposed financing or sale of the Building. Upon
          written request by Tenant, Landlord shall enter into a commercially
          reasonable confidentiality agreement covering any confidential
          information that is disclosed by Tenant.

                                     Page 20

<PAGE>

XXXIII. Entire Agreement.

This Lease and the following exhibits and attachments constitute the entire
agreement between the parties and supersede all prior agreements and
understandings related to the Premises, including all lease proposals, letters
of intent and other documents: Exhibit A (Outline and Location of Premises),
Exhibit B (Rules and Regulations), Exhibit C (Intentionally Omitted), Exhibit D
(Work Letter Agreement, if required), Exhibit E (Additional Provisions), Exhibit
F (Subordination Agreement; Acknowledgment Of Lease Assignment, Estoppel,
Attornment And Non-Disturbance Agreement), and Exhibit G (Memorandum of Lease).

     Landlord and Tenant have executed this Lease as of the day and year first
above written.

WITNESS/ATTEST:                         LANDLORD: TWO NORTH RIVERSIDE PLAZA
                                                  JOINT VENTURE LIMITED
                                                  PARTNERSHIP, an Illinois
             Illegible                            limited partnership, sole
-------------------------------------             beneficiary of LaSalle
                                                  National Trust, N.A.,
Name (print): Illegible                           successor trustee under Trust
Name (print):                                     Agreement dated June 26, 1969
              -----------------------             and known as Trust No. 39712


                                             By:  Equity Office Properties
                                                  Management Corp., a Delaware
                                                  corporation, as agent


                                             By: /s/ George Kohl
                                                 -------------------------------
                                             Name: George Kohl
                                             Title: Assistant Vice President


WITNESS/ATTEST:                           TENANT: iDINE REWARDS NETWORK INC.,
                                                  a Delaware corporation


/s/ Carol Milhauser                          By: /s/ Stephen E. Lerch
-------------------------------------            -------------------------------
                                             Name: Stephen E. Lerch
Name (print): Carol Milhauser                Title: COO & CFO
Name (print):
              -----------------------

                                     Page 21

<PAGE>

                                    EXHIBIT A

                                    PREMISES

     This Exhibit is attached to and made a part of the Lease by and between TWO
NORTH RIVERSIDE PLAZA JOINT VENTURE LIMITED PARTNERSHIP, an Illinois limited
partnership, sole beneficiary of LaSalle National Trust, N.A., successor trustee
under Trust Agreement dated June 26, 1969 and known as Trust No. 39712
("Landlord") by its agent, EQUITY OFFICE PROPERTIES MANAGEMENT CORP., a Delaware
corporation, and iDINE REWARDS NETWORK INC., a Delaware corporation ("Tenant")
for space in the Building located at Two North Riverside Plaza, Chicago,
Illinois.

                              [DRAWING OF PREMISES]

                                     Page 22

<PAGE>

                                    EXHIBIT B

                         BUILDING RULES AND REGULATIONS

     The following rules and regulations shall apply, where applicable, to the
Premises, the Building, the parking garage (if any), the Property and the
appurtenances. Capitalized terms have the same meaning as defined in the Lease.

1.   Sidewalks, doorways, vestibules, halls, stairways and other similar areas
     shall not be obstructed by Tenant or used by Tenant for any purpose other
     than ingress and egress to and from the Premises. No rubbish, litter,
     trash, or material shall be placed, emptied, or thrown in those areas. At
     no time shall Tenant permit Tenant's employees to loiter in Common Areas or
     elsewhere about the Building or Property.

2.   Plumbing fixtures and appliances shall be used only for the purposes for
     which designed, and no sweepings, rubbish, rags or other unsuitable
     material shall be thrown or placed in the fixtures or appliances. Damage
     resulting to fixtures or appliances by Tenant, its agents, employees or
     invitees, shall be paid for by Tenant, and Landlord shall not be
     responsible for the damage.

3.   No signs, advertisements or notices shall be painted or affixed to windows,
     doors or other parts of the Building, except those of such color, size,
     style and in such places as are first approved in writing by Landlord. All
     tenant identification and suite numbers at the entrance to the Premises
     shall be installed by Landlord, at Tenant's cost and expense, using the
     standard graphics for the Building. Except in connection with the hanging
     of lightweight pictures and wall decorations, no nails, hooks or screws
     shall be inserted into any part of the Premises or Building except by the
     Building maintenance personnel.

4.   Landlord may provide and maintain in the first floor (main lobby) of the
     Building an alphabetical directory board or other directory device listing
     tenants, and no other directory shall be permitted unless previously
     consented to by Landlord in writing.

5.   Tenant shall not place any lock(s) on any door in the Premises or Building
     without Landlord's prior written consent and Landlord shall have the right
     to retain at all times and to use keys to all locks within and into the
     Premises. A reasonable number of keys to the locks on the entry doors in
     the Premises shall be furnished by Landlord to Tenant at Tenant's cost, and
     Tenant shall not make any duplicate keys. All keys shall be returned to
     Landlord at the expiration or early termination of this Lease.

6.   All contractors, contractor's representatives and installation technicians
     performing work in the Building shall be subject to Landlord's prior
     approval and shall be required to comply with Landlord's standard rules,
     regulations, policies and procedures, which may be revised from time to
     time.

7.   Movement in or out of the Building of furniture or office equipment, or
     dispatch or receipt by Tenant of merchandise or materials requiring the use
     of elevators, stairways, lobby areas or loading dock areas, shall be
     restricted to hours designated by Landlord. Tenant shall obtain Landlord's
     prior approval by providing a detailed listing of the activity. If approved
     by Landlord, the activity shall be under the supervision of Landlord and
     performed in the manner required by Landlord. Tenant shall assume all risk
     for damage to articles moved and injury to any persons resulting from the
     activity. If equipment, property, or personnel of Landlord or of any other
     party is damaged or injured as a result of or in connection with the
     activity, Tenant shall be solely liable for any resulting damage or loss.

8.   Landlord shall have the right to approve the weight, size, or location of
     heavy equipment or articles in and about the Premises. Damage to the
     Building by the installation, maintenance, operation, existence or removal
     of property of Tenant shall be repaired at Tenant's sole expense.

9.   Corridor doors, when not in use, shall be kept closed.

                                     Page 23

<PAGE>

10.  Tenant shall not: (1) make or permit any improper, objectionable or
     unpleasant noises or odors in the Building, or otherwise interfere in any
     way with other tenants or persons having business with them; (2) solicit
     business or distribute, or cause to be distributed, in any portion of the
     Building, handbills, promotional materials or other advertising; or (3)
     conduct or permit other activities in the Building that might, in
     Landlord's sole opinion, constitute a nuisance.

11.  No animals, except those assisting handicapped persons, shall be brought
     into the Building or kept in or about the Premises.

12.  No inflammable, explosive or dangerous fluids or substances shall be used
     or kept by Tenant in the Premises, Building or about the Property. Tenant
     shall not, without Landlord's prior written consent, use, store, install,
     spill, remove, release or dispose of, within or about the Premises or any
     other portion of the Property, any asbestos-containing materials or any
     solid, liquid or gaseous material now or subsequently considered toxic or
     hazardous under the provisions of 42 U.S.C. Section 9601 et seq. or any
     other applicable environmental Law which may now or later be in effect.
     Tenant shall comply with all Laws pertaining to and governing the use of
     these materials by Tenant, and shall remain solely liable for the costs of
     abatement and removal.

13.  Tenant shall not use or occupy the Premises in any manner or for any
     purpose which might injure the reputation or impair the present or future
     value of the Premises or the Building. Tenant shall not use, or permit any
     part of the Premises to be used, for lodging, sleeping or for any illegal
     purpose.

14.  Tenant shall not take any action which would violate Landlord's labor
     contracts or which would cause a work stoppage, picketing, labor disruption
     or dispute, or interfere with Landlord's or any other tenant's or
     occupant's business or with the rights and privileges of any person
     lawfully in the Building ("Labor Disruption"). Tenant shall take the
     actions necessary to resolve the Labor Disruption, and shall have pickets
     removed and, at the request of Landlord, immediately terminate any work in
     the Premises that gave rise to the Labor Disruption, until Landlord gives
     its written consent for the work to resume. Tenant shall have no claim for
     damages against Landlord or any of the Landlord Related Parties, nor shall
     the date of the commencement of the Term be extended as a result of the
     above actions.

15.  Tenant shall not install, operate or maintain in the Premises or in any
     other area of the Building, electrical equipment that would overload the
     electrical system beyond its capacity for proper, efficient and safe
     operation as determined solely by Landlord. Tenant shall not furnish
     cooling or heating to the Premises, including, without limitation, the use
     of electronic or gas heating devices, without Landlord's prior written
     consent. Tenant shall not use more than its proportionate share of
     telephone lines and other telecommunication facilities available to service
     the Building.

16.  Tenant shall not operate or permit to be operated a coin or token operated
     vending machine or similar device (including, without limitation,
     telephones, lockers, toilets, scales, amusement devices and machines for
     sale of beverages, foods, candy, cigarettes and other goods), except for
     machines for the exclusive use of Tenant's employees.

17.  Bicycles and other vehicles are not permitted inside the Building or on the
     walkways outside the Building, except in areas designated by Landlord.

18.  Landlord may from time to time adopt systems and procedures for the
     security and safety of the Building, its occupants, entry, use and
     contents. Tenant, its agents, employees, contractors, guests and invitees
     shall comply with Landlord's systems and procedures.

19.  Landlord shall have the right to prohibit the use of the name of the
     Building or any other publicity by Tenant that in Landlord's sole opinion
     may impair the reputation of the Building or its desirability. Upon written
     notice from Landlord, Tenant shall refrain from and discontinue such
     publicity immediately.

20.  Tenant shall not canvass, solicit or peddle in or about the Building or the
     Property.

                                     Page 24

<PAGE>

21.  Neither Tenant nor its agents, employees, contractors, guests or invitees
     shall smoke or permit smoking in the Common Areas, unless the Common Areas
     have been declared a designated smoking area by Landlord, nor shall the
     above parties allow smoke from the Premises to emanate into the Common
     Areas or any other part of the Building. Landlord shall have the right to
     designate the Building (including the Premises) as a non-smoking building.

22.  Landlord shall have the right to designate and approve standard window
     coverings for the Premises and to establish rules to assure that the
     Building presents a uniform exterior appearance. Tenant shall ensure, to
     the extent reasonably practicable, that window coverings are closed on
     windows in the Premises while they are exposed to the direct rays of the
     sun.

23.  Deliveries to and from the Premises shall be made only at the times, in the
     areas and through the entrances and exits designated by Landlord. Tenant
     shall not make deliveries to or from the Premises in a manner that might
     interfere with the use by any other tenant of its premises or of the Common
     Areas, any pedestrian use, or any use which is inconsistent with good
     business practice.

24.  The work of cleaning personnel shall not be hindered by Tenant after 5:30
     P.M., and cleaning work may be done at any time when the offices are
     vacant. Windows, doors and fixtures may be cleaned at any time. Tenant
     shall provide adequate waste and rubbish receptacles to prevent
     unreasonable hardship to the cleaning service.

                                     Page 25

<PAGE>

                                    EXHIBIT C

                               COMMENCEMENT LETTER

Intentionally Omitted.

                                     Page 26

<PAGE>

                                    EXHIBIT D

                                   WORK LETTER

     This Exhibit is attached to and made a part of the Lease by and between TWO
NORTH RIVERSIDE PLAZA JOINT VENTURE LIMITED PARTNERSHIP, an Illinois limited
partnership, sole beneficiary of LaSalle National Trust, N.A., successor trustee
under Trust Agreement dated June 26, 1969 and known as Trust No. 39712
("Landlord") by its agent, EQUITY OFFICE PROPERTIES MANAGEMENT CORP., a Delaware
corporation, and iDINE REWARDS NETWORK INC., a Delaware corporation ("Tenant")
for space in the Building located at Two North Riverside Plaza, Chicago,
Illinois.

As used in this Workletter, the "Premises" shall be deemed to mean the Premises,
as initially defined in the attached Lease.

1.   Landlord, at its sole cost and expense (subject to the terms and provisions
     of Section 2 below) shall paint and carpet the corridor to the Premises
     using Building standard methods, materials and finishes. The improvements
     to be performed are hereinafter referred to as the "Landlord Work".
     Landlord shall enter into a direct contract for the Landlord Work with a
     general contractor selected by Landlord. In addition, Landlord shall have
     the right to select and/or approve of any subcontractors used in connection
     with the Landlord Work.

2.   All other work and upgrades, subject to Landlord's approval, shall be at
     Tenant's sole cost and expense, plus any applicable state sales or use tax
     thereon, payable upon demand as Additional Rent. Tenant shall be
     responsible for any Tenant Delay in completion of the Premises resulting
     from any such other work and upgrades requested or performed by Tenant.

3.   Landlord's supervision or performance of any work for or on behalf of
     Tenant shall not be deemed to be a representation by Landlord that such
     work complies with applicable insurance requirements, building codes,
     ordinances, laws or regulations or that the improvements constructed will
     be adequate for Tenant's use.

4.   Tenant acknowledges that the Landlord Work may be performed by Landlord in
     the Premises during Normal Business Hours subsequent to the Commencement
     Date. Landlord and Tenant agree to cooperate with each other in order to
     enable the Landlord Work to be performed in a timely manner and with as
     little inconvenience to the operation of Tenant's business as is reasonably
     possible. Notwithstanding anything herein to the contrary, any delay in the
     completion of the Landlord Work or inconvenience suffered by Tenant during
     the performance of the Landlord Work shall not delay the Commencement Date
     nor shall it subject Landlord to any liability for any loss or damage
     resulting therefrom or entitle Tenant to any credit, abatement or
     adjustment of Rent or other sums payable under the Lease.

5.   This Exhibit shall not be deemed applicable to any additional space added
     to the Premises at any time or from time to time, whether by any options
     under the Lease or otherwise, or to any portion of the original Premises or
     any additions to the Premises in the event of a renewal or extension of the
     original Term of the Lease, whether by any options under the Lease or
     otherwise, unless expressly so provided in the Lease or any amendment or
     supplement to the Lease.

                                     Page 27

<PAGE>

                                    Exhibit F

          SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT,
                                    ESTOPPEL,
                    ATTORNMENT AND NON-DISTURBANCE AGREEMENT

RECORDING REQUESTED BY LASALLE NATIONAL TRUST, N.A.
AND WHEN RECORDED MAIL TO:

WELLS FARGO BANK, NATIONAL ASSOCIATION
Attention: Jean Zielinski
225 West Wacker Drive, Suite 2550
Chicago, Illinois 60606

================================================================================

          SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT,
                                    ESTOPPEL,
                    ATTORNMENT AND NON-DISTURBANCE AGREEMENT
                               (Lease To Mortgage)

THIS SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ESTOPPEL,
ATTORNMENT AND NON-DISTURBANCE AGREEMENT ("Agreement") is made August     , 2001
                                                                      ----
by and between TWO NORTH RIVERSIDE PLAZA JOINT VENTURE LIMITED PARTNERSHIP, an
Illinois limited partnership ("Owner"),
                                        ----------------------------------------
                             ("Lessee"), and WELLS FARGO BANK, NATIONAL
----------------------------
ASSOCIATION ("Lender").

                                    RECITALS

A.   Pursuant to the terms and provisions of a lease dated                     ,
                                                           --------------------
     2003 ("Lease"), Owner, as "Lessor", granted to Lessee a leasehold estate in
     and to a portion of the property described on Exhibit A attached hereto and
     incorporated herein by this reference (which property, together with all
     improvements now or hereafter located on the property, is defined as the
     "Property").

B.   Owner has executed a Mortgage, Security Agreement and Assignment of Rents
     (as amended, "Mortgage"), securing, among other things, a Promissory Note
     Secured by Mortgage (as amended, the "Note") in the principal sum of
                                                     ), dated                  ,
     ------------------------------------------------         -----------------
     in favor of Lender, which Note is payable with interest and upon the terms
     and conditions described therein ("Loan").

C.   Lender requires that the Mortgage be unconditionally and at all times
     remain a lien on the Property, prior and superior to all the rights of
     Lessee under the Lease and that the Lessee specifically and unconditionally
     subordinate the Lease to the lien of the Mortgage.

D.   Owner and Lessee have agreed to the subordination, attornment and other
     agreements herein in favor of Lender.

NOW THEREFORE, for valuable consideration and to induce Lender to make the Loan,
Owner and Lessee hereby agree for the benefit of Lender as follows:

SUBORDINATION. Owner and Lessee hereby agree that:

Prior Lien. The Mortgage securing the Note in favor of Lender, and any
modifications, renewals or extensions thereof, shall unconditionally be and at
all times remain a lien on the Property prior and superior to the Lease; and

                                     Page 28

<PAGE>

Whole Agreement. This Agreement shall be the whole agreement and only agreement
with regard to the subordination of the Lease to the lien of the Mortgage and
shall supersede and cancel, but only insofar as would affect the priority
between the Mortgage and the Lease, any prior agreements as to such
subordination, including, without limitation, those provisions, if any,
contained in the Lease which provide for the subordination of the Lease to a
deed or deeds of trust or to a mortgage or mortgages.

AND FURTHER, Lessee individually declares, agrees and acknowledges for the
benefit of Lender, that:

Use of Proceeds. Lender, in making disbursements pursuant to the Note, the
Mortgage or any loan agreements with respect to the Property, is under no
obligation or duty to, nor has Lender represented that it will, see to the
application of such proceeds by the person or persons to whom Lender disburses
such proceeds, and any application or use of such proceeds for purposes other
than those provided for in such agreement or agreements shall not defeat this
agreement to subordinate in whole or in part;

Waiver, Relinquishment and Subordination. Lessee intentionally and
unconditionally waives, relinquishes and subordinates all of Lessee's right,
title and interest in and to the Property to the lien of the Mortgage and
understands that in reliance upon, and in consideration of, this waiver,
relinquishment and subordination, specific loans and advances are being and will
be made by Lender and, as part and parcel thereof, specific monetary and other
obligations are being and will be entered into which would not be made or
entered into but for said reliance upon this waiver, relinquishment and
subordination.

ASSIGNMENT. Lessee acknowledges and consents to the assignment of the Lease by
Lessor in favor of Lender.

ESTOPPEL. Lessee acknowledges and represents that:

Lease Effective. The Lease has been duly executed and delivered by Lessee and,
subject to the terms and conditions thereof, the Lease is in full force and
effect, the obligations of Lessee thereunder are valid and binding and there
have been no modifications or additions to the Lease, written or oral;

No Default. To the best of Lessee's knowledge, as of the date hereof: (i) there
exists no breach, default, or event or condition which, with the giving of
notice or the passage of time or both, would constitute a breach or default
under the Lease; and (ii) there are no existing claims, defenses or offsets
against rental due or to become due under the Lease;

Entire Agreement. The Lease constitutes the entire agreement between Lessor and
Lessee with respect to the Property and Lessee claims no rights with respect to
the Property other than as set forth in the Lease; and

No Prepaid Rent. No deposits or prepayments of rent have been made in connection
with the Lease, except as follows: (if none, state "None") None

ADDITIONAL AGREEMENTS. Lessee covenants and agrees that, during all such times
as Lender is the Beneficiary under the Mortgage:

Modification, Termination and Cancellation. Lessee will not consent to any
modification, termination or cancellation of the Lease (in whole or in part) or
material amendment to the Lease, without Lender's prior written consent and will
not make any payment to Lessor in consideration of any modification, termination
or cancellation of the Lease (in whole or in part) without Lender's prior
written consent;

                                     Page 29

<PAGE>

Notice of Default. Lessee will notify Lender in writing concurrently with any
notice given to Lessor of any default by Lessor under the Lease, and Lessee
agrees that Lender has the right (but not the obligation) to cure any breach or
default specified in such notice within the time periods set forth below and
Lessee will not declare a default of the Lease, as to Lender, if Lender cures
such default within fifteen (15) days from and after the expiration of the time
period provided in the Lease for the cure thereof by Lessor; provided, however,
that if such default cannot with diligence be cured by Lender within such
fifteen (15) day period, the commencement of action by Lender within such
fifteen (15) day period to remedy the same shall be deemed sufficient so long as
Lender pursues such cure with diligence;

No Advance Rents. Lessee will make no payments or prepayments of rent more than
one (1) month in advance of the time when the same become due under the Lease;
and

Assignment of Rents. Upon receipt by Lessee of written notice from Lender that
Lender has elected to terminate the license granted to Lessor to collect rents,
as provided in the Mortgage, and directing the payment of rents by Lessee to
Lender, Lessee shall comply with such direction to pay and shall not be required
to determine whether Lessor is in default under the Loan and/or the Mortgage.

ATTORNMENT. Lessee agrees for the benefit of Lender (including for this purpose
any transferee of Lender or any transferee of Lessor's title in and to the
Property by Lender's exercise of the remedy of sale by foreclosure under the
Mortgage) as follows:

Payment of Rent. Lessee shall pay to Lender all rental payments required to be
made by Lessee pursuant to the terms of the Lease for the duration of the term
of the Lease, provided that Lender shall be subject to any defenses or offsets,
if any, applicable to Lender's acts or omissions following transfer to Lender of
title to the Property;

Continuation of Performance. Lessee shall be bound to Lender in accordance with
all of the provisions of the Lease for the balance of the term thereof, and
Lessee hereby attorns to Lender as its landlord, such attornment to be effective
and self-operative without the execution of any further instrument immediately
upon Lender succeeding to Lessor's interest in the Lease and giving written
notice thereof to Lessee;

No Offset. Lender shall not be liable for, nor subject to, any offsets or
defenses which Lessee may have by reason of any act or omission of Lessor under
the Lease, nor for the return of any sums which Lessee may have paid to Lessor
under the Lease as and for security deposits, advance rentals or otherwise,
except to the extent that such sums are actually delivered by Lessor to Lender,
provided that Lender shall be subject to any defenses or offsets, if any,
applicable to Lender's acts or omissions following transfer to Lender of title
to the Property; and

Subsequent Transfer. If Lender, by succeeding to the interest of Lessor under
the Lease, should become obligated to perform the covenants of Lessor
thereunder, then, upon any further transfer of Lessor's interest by Lender, all
of such obligations shall terminate as to Lender.

NON-DISTURBANCE. In the event of a foreclosure under the Mortgage, Lender agrees
for itself and its successors and assigns that the leasehold interest of Lessee
under the Lease shall not be extinguished or terminated by reason of such
foreclosure, but rather the Lease shall continue in full force and effect and
Lender shall recognize and accept Lessee as tenant under the Lease subject to
the terms and provisions of the Lease except as modified by this Agreement;
provided, however, that Lessee and Lender agree that the following provisions of
the Lease (if any) shall not be binding on Lender: any option to purchase with
respect to the Property; any right of first refusal with respect to the purchase
of the Property; any provision regarding the use of insurance proceeds or
condemnation proceeds with respect to the Property which is inconsistent with
the terms of the Mortgage.

MISCELLANEOUS.

Heirs, Successors, Assigns and Transferees. The covenants herein shall be
binding upon, and inure to the benefit of, the heirs, successors and assigns of
the parties hereto; and

Notices. All notices or other communications required or permitted to be given
pursuant to the provisions hereof shall be deemed served upon delivery or, if
mailed, upon the first to occur of receipt or the expiration of three (3) days
after deposit in United States Postal Service, certified mail, postage prepaid
and addressed to the address of Lessee or Lender appearing below:

                                     Page 30

<PAGE>

                 "OWNER"                                 "LENDER"

TWO NORTH RIVERSIDE PLAZA JOINT VENTURE   WELLS FARGO BANK, NATIONAL ASSOCIATION
LIMITED PARTNERSHIP                       Attention: Jean Zielinski
Attention: Building Manager               225 West Wacker Drive, Suite 2550
c/o Equity Office Properties              Chicago, Illinois 60606
Two North Riverside Plaza, Suite 1430
Chicago, Illinois 60606

          With a copy to:

EQUITY OFFICE PROPERTIES
Attention: Chicago Region Counsel
Two North Riverside Plaza
Suite 2100 Chicago, Illinois 60606

          "LESSEE"

provided, however, any party shall have the right to change its address for
notice hereunder by the giving of written notice thereof to the other party in
the manner set forth in this Agreement; and

Counterparts. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original and all of which together shall constitute
and be construed as one and the same instrument; and

Remedies Cumulative. All rights of Lender herein to collect rents on behalf of
Lessor under the Lease are cumulative and shall be in addition to any and all
other rights and remedies provided by law and by other agreements between Lender
and Lessor or others; and

Paragraph Headings. Paragraph headings in this Agreement are for convenience
only and are not to be construed as part of this Agreement or in any way
limiting or applying the provisions hereof.

INCORPORATION. Exhibit A is attached hereto and incorporated herein by this
reference.

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

                                                         "OWNER"

                                          TWO NORTH RIVERSIDE PLAZA JOINT
                                          VENTURE LIMITED PARTNERSHIP, an
                                          Illinois limited partnership, sole
                                          beneficiary of LaSalle National Trust,
                                          N.A., successor trustee under Trust
                                          Agreement dated June 26, 1969 and
                                          known as Trust No. 39712


                                          By: Equity Office Properties
                                              Management Corp., a Delaware
                                              corporation, as agent


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

                                     Page 31

<PAGE>

                                                         "LENDER"

                                          WELLS FARGO BANK, NATIONAL ASSOCIATION


                                          By:
                                              ----------------------------------
                                          Its:
                                               ---------------------------------


                                                         "LESSEE"


                                          By:
                                              ----------------------------------
                                          Its:
                                               ---------------------------------

                                     Page 32

<PAGE>

                                    Exhibit A

                             DESCRIPTION OF PROPERTY

                                    Attached

                                     Page 33

<PAGE>

STATE OF ILLINOIS   )
                    ) SS:
COUNTY OF COOK      )

     On             , 2001, before me, the undersigned, a Notary Public in and
        ------------
for said State personally appeared                        known to me to be the
                                   ----------------------
                    of                       , as the agent of TWO NORTH
-------------------    ----------------------
RIVERSIDE PLAZA JOINT VENTURE LIMITED PARTNERSHIP, a Delaware limited
partnership, and acknowledged to me that such individual executed the within
instrument on behalf of said corporation as agent of and on behalf of said
limited partnership.

     WITNESS my hand and official seal.


                                        ---------------------------------------
                                        Notary Public in and for said
                                        County and State

[SEAL]

                                     Page 34

<PAGE>

STATE OF ILLINOIS   )
                    ) SS:
COUNTY OF COOK      )

     On                    , 2001, before me, the undersigned, a Notary Public
        -------------------
in and for said State personally appeared                            known to me
                                          --------------------------
to be the                             of WELLS FARGO BANK, NATIONAL ASSOCIATION,
          ---------------------------
and acknowledged to me that such individual executed the within instrument on
behalf of WELL FARGO BANK, NATIONAL ASSOCIATION.

     WITNESS my hand and official seal.


                                        ----------------------------------------
                                        Notary Public in and for said
                                        County and State

[SEAL]

                                     Page 35

<PAGE>

STATE OF ILLINOIS   )
                    ) SS:
COUNTY OF COOK      )

     On                   , 2001, before me, the undersigned, a Notary Public in
        ------------------
and for said State personally appeared                                    known
                                       ----------------------------------
to me to be the                        of                                      ,
                ----------------------    -------------------------------------
and acknowledged to me that such individual executed the within instrument on
behalf of                                                  .
          -------------------------------------------------

     WITNESS my hand and official seal.


                                        ----------------------------------------
                                        Notary Public in and for said
                                        County and State

[SEAL]

                                     Page 36

<PAGE>

                                    EXHIBIT G

                               MEMORANDUM OF LEASE

DATE OF LEASE:                  , 200
                 ---------------     -

LANDLORD:

ADDRESS:

TENANT:

ADDRESS:

LEASE AREA:       Approximately            square feet in the Building located
                                ----------
                  at                   and described on the legal description
                     -----------------
                  attached hereto as Exhibit A.

TERM OF LEASE:    A period of       (___) years and       (___) months
                              -----                 -----
                  commencing on           , 20   and ending on             ,
                                ----------    --               ------------
                        , as such dates may be adjusted  pursuant to the terms
                  ------
                  of the Lease.

OPTION TO EXTEND: Lessor has granted to Lessee the option to extend the term of
                  the Lease for one additional term of      (__) years.
                                                       ----

     This Memorandum to Lease is only a memorandum of certain terms of the Lease
and shall not serve to expand or vary the existing Lease.

     IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of
Lease as of this      day of              , 200 .
                 ----        -------------     -

WITNESSES                               LANDLORD:

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

                                        TENANT:
-------------------------------------

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

This document was prepared by,
and after recording, return to:

     [NAME OF ATTORNEY]

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

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

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

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

                                        1

<PAGE>

STATE OF                  )
         -----------------
                          ) SS
COUNTY OF                 )
          ----------------

     BE IT REMEMBERED, that on the      day of            , 20  , before me, a
                                   ----        ----------     --
Notary Public in and for said County personally appeared
                                                         -----------------------
                             , by                         , its
----------------------------      -----------------------       ----------------
President, the                            in the foregoing
               --------------------------                  ------------------
who acknowledged that the signing thereof was the duly authorized act and deed
of said corporation and his free and voluntary act and deed as said officer for
the uses and purposes therein mentioned.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal on the day and year first above written.


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

My Commission Expires:

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

STATE OF                   )
         ------------------
                           ) SS
COUNTY OF                  )
          -----------------

     BE IT REMEMBERED, that on the      day of              , 20  , before me, a
                                   ----        -------------    --
Notary Public in and for said County, personally appeared
                                                          ----------------------
                            , the                         in the foregoing
----------------------------      -----------------------
GUARANTY, who acknowledged that the signing thereof was              free and
                                                        ------------
voluntary act and deed for the uses and purposes therein mentioned.

     IN TESTIMONY  WHEREOF,  I have hereunto set my hand and affixed my official
seal on the day and year first above written.


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

My Commission Expires:

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

State of California        )
County of                  )
          ----------------

     On               ,           before me,                                   ,
        --------------  ---------            ----------------------------------
personally appeared
                    ------------------------------------------------------------
personally known to me - OR - proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

                                        WITNESS my hand and official seal.


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

                                        2

<PAGE>

                                    EXHIBIT A

                                LEGAL DESCRIPTION

                                        3