<PAGE>   1

                                                                     Exhibit 10g



                               SUBLEASE AGREEMENT
                               ------------------

     THIS SUBLEASE AGREEMENT (the "Sublease") is entered into as of the 8th day
of October 1998, by and between FirstMerit Bank, N.A., a national banking
association (the "Bank"), and Great Lakes Bank, a Ohio Corporation (the
"Lessee")


                                  WITNESSETH:

     WHEREAS, the Bank has heretofore entered into that certain Lease with
LAKELAND REALTY II LTD (the "Landlord") dated December 15, 1998 (the "Lease")
whereby the Bank agreed to lease from the Landlord certain premises located at
4012 Erie Street Willoughby, Ohio (the "Premises"); and

     WHEREAS, the Lessee desires to sublease a portion of said Premises from the
Bank.

     NOW, THEREFORE, in consideration of the premises contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:


                                   ARTICLE I
                                   ---------
                    DEMISE, DESCRIPTION, USE, TERM, AND RENT
                    ----------------------------------------

     The Bank hereby subleases to Lessee, and Lessee hereby subleases from the
Bank, Lakeland Realty II Ltd. comprised of approximately 1,920 square feet, as
more further described in Exhibit A attached hereto and made a part hereof (the
"Leased Premises"), to be used only for office purposes and uses normally
incident thereto and for no other purpose, for the term of *Sixty (60) months
commencing on Regulatory Approval and ending on Year 2004, for the annual rental
of $30,000., payable as specified in Article 2.


                                   ARTICLE 2
                                   ---------
                                      RENT
                                      ----

     Lessee shall pay to the Bank the aggregate amount of $150,000 as rent for
the Leased Premises during the term hereof, in equal monthly installments of
$2,500 each. All such sums are due and payable in advance on the first day of
each and every calendar month during such term, commencing Reg. Approval, at the
main office of the Bank at 106 S. Main St., Suite 400, Akron, OH 44308, or at
such other place as the Bank may designate in writing. All payments shall be
without set off or deduction, except as otherwise expressly provided herein.
Lessee shall also be liable for its pro rata share of all common area and
utility expenses, real estate taxes, and insurance ("Operating Expenses").
Operating Expenses shall be determined and paid by Lessee in accordance with the
terms of the Lease.


*OPT FOR ADD 5 YEAR INCREASE BY CPI
<PAGE>   2

                                   ARTICLE 3
                                   ---------
                                   THE LEASE
                                   ---------

     All of the terms and provisions of the Lease are incorporated by reference
as if fully rewritten herein, and Lessee shall be entitled to all of the
benefits, and subject to all of the conditions and obligations of, the Bank as
lessee under the Lease, except as otherwise provided herein.


                                   ARTICLE 4
                                   ---------
                           INSURANCE AND RISK OF LOSS
                           --------------------------

     4.1. (a) All personal property belonging to the Lessee or to any other
person, located in or about the Leased Premises or the surrounding building and
premises, shall be at the sole risk of the Lessee or such other person, and
neither the Landlord, the Bank nor their agents shall be liable for the theft or
misappropriation thereof, or for any damage or injury thereto, or for any damage
or injury to the Lessee or other persons or to any of their respective property
caused by fire, water, snow, frost, steam, heat, cold, dampness, falling
plaster, sewers or sewage, gas, odors, noise, the bursting or leaking of pipes,
plumbing, electrical wiring or equipment or fixtures of any kind, or of any
other extended coverage perils, or by any act or neglect of any other tenant or
occupant of the building, or of any other person or caused in any manner
whatsoever.

     Lessee shall, during the entire term of the Sublease, carry and keep or
cause to be kept in force, at its expense, insurance for personal injury and
property damage liability (public liability insurance) upon the Leased Premises
in the amount of at least $500,000 per occurrence and $1,000,000 in the
aggregate, and will provide a Certificate of Insurance to the Bank within thirty
(30) days after the execution of this Sublease and within thirty (30) days of
each renewal date of said insurance. It is further agreed that no cancellation
or material change in the Lessee's policies shall become effective except upon
thirty (30) days prior written notice to the Bank.

         (b) The Lessee will protect, indemnify and save harmless the Landlord
and the Bank from all losses, costs or damages sustained by reason of any act or
other occurrence causing injury or harm to any person or property whatsoever,
resulting directly or indirectly from the Lessee's use of the Leased Premises or
any part thereof.

     4.2 If Lessee shall fail to secure or maintain insurance as required by
Section 4.1, above, at any time during the term hereof, the Bank shall be
permitted, but not required, to obtain such insurance in Lessee's name or as the
agent of Lessee and shall be compensated by Lessee for the cost thereof.

     4.3 If the Leased Premises or the building in which it is situated become
untenantable due to fire, flood or other casualty, and if the Landlord
terminates the Lease, then this Sublease shall terminate and rent shall be
abated for the unexpired portion of this Sublease, effective as of the date of
such termination. If the Landlord does not terminate the Lease, but undertakes
to repair, restore or rehabilitate the building or the Leased Premises, the rent
payable hereunder during said period shall not be abated.
<PAGE>   3

                                   ARTICLES 5
                                   ----------
                               WASTE AND NUISANCE
                               ------------------

     Lessee shall not commit, or suffer to be committed, any waste on the Leased
Premises, nor shall it maintain, commit, or permit the maintenance or commission
of any nuisance on the Leased Premises or use the Leased Premises for any
unlawful purpose.


                                   ARTICLE 6
                                   ---------
                         POSSESSION AND QUIET ENJOYMENT
                         ------------------------------

     6.1 The Bank shall, on the commencement date of the term of this Sublease
as hereinabove set forth, place Lessee in possession of the Leased Premises and
shall secure Lessee in the quiet enjoyment thereof against all persons lawfully
claiming the same under the Bank during the entire Sublease term.

     6.2 This Sublease shall be subordinate, at the option of the Landlord, to
any mortgages placed by the Landlord upon the building or land of which of the
Leased Premises is a part, or the underlying leasehold interest. Lessee agrees
to execute a subordination agreement in the format requested.

     6.3 During the entire term hereof, Lessee shall remain in possession of the
Leased Premises and operate its business therefrom during regular working hours.


                                   ARTICLE 7
                                   ---------
                            MODIFICATION OF SUBLEASE
                            ------------------------

     In the event that any future mortgagee of the Bank or Landlord requires
that certain modifications be made to this Sublease, Lessee agrees to execute
any and all documents reasonably necessary to effect such modifications;
provided, however, that nothing contained in this Article 7 shall be construed
as Lessee's agreement to a modification which in any way (i) increases Lessee's
financial obligations hereunder including, but not limited to, rent; (ii)
affects the size or location of the Leased Premises; or (iii) prevents Lessee
from deriving any of the material benefits of this Sublease.


                                   ARTICLE 8
                                   ---------
                          SURRENDER OF LEASED PREMISES
                          ----------------------------

     8.1 Lessee shall, without demand therefor and at its own cost and expense,
within ten (10) days after the expiration or sooner termination of the term
hereof, remove all property belonging to the Lessee and all alterations,
additions, or improvements, and fixtures which by the terms of the Lease the
Lessee is permitted to remove, repair all damage to the Leased Premises caused
by such removal, and restore the Leased Premises to the condition it was in
prior to the installation of the property so removed. Any property not so
removed shall be deemed to have been abandoned by Lessee and may be retained or
disposed of by the Bank or the Landlord, as applicable.
<PAGE>   4

     8.2 Lessee agrees to and shall, on the expiration or sooner termination of
the term hereof, promptly surrender and deliver the Leased Premises to Bank
without demand therefor in good condition, ordinary wear and tear and damage by
the elements, fire, or act of God, or by other cause beyond the reasonable
control of Lessee, excepted.


                                   ARTICLE 9
                                   ---------
                                  CONDEMNATION
                                  ------------

     If during the term of this Sublease the Leased Premises should be taken for
any public or quasi-public use under any law, ordinance, or regulation or by
right of eminent domain, or should be sold to the condemning authority under
threat of condemnation, this sublease shall terminate and the rent shall be
abated during the unexpired portion of this Sublease, effective as of the date
of the taking of the Leased Premises by the condemning authority. Lessee agrees
that the Bank shall have all rights to any leasehold interest in the event of
any condemnation, and Lessee hereby assigns to the Bank all of its right, title
and interest to any such award. Lessee shall, however, be entitled to claim,
prove and receive in such condemnation proceedings such award as may be allowed
for fixtures and other equipment installed by it but only if such award shall be
in addition to the award for the land and building (or portion thereof)
containing the Leased Premises.


                                   ARTICLE 10
                                   ----------
                                OPTION TO RENEW
                                ---------------

     Lessee's option to renew shall be subject to the Lease.


                                   ARTICLE 11
                                   ----------
                             DEFAULTS AND REMEDIES
                             ---------------------

     If Lessee shall allow the rent to be in arrears more than five (5) days
after written notice of such delinquency is given to Lessee, or shall remain in
default under any other condition of this Sublease for a period of thirty (30)
days after written notice from the Bank, or shall remain in default under the
terms of the Lease beyond any applicable grace period set forth therein, or
should any person other than Lessee secure possession of the Leased Premises, or
any part thereof, by reason of any receivership, bankruptcy proceedings, or
other operation of law in any manner whatsoever, the Bank may, at its option,
without notice to Lessee, terminate this Sublease or, in the alternative, the
Bank may re-enter and take possession of the Leased Premises and remove all
persons and property therefrom, without being deemed guilty of any manner of
trespass, and re-let the Leased Premises or any part thereof for all or any part
of the remainder of said term to a party satisfactory to the Bank and the
Landlord, and at such monthly rental as the Bank may with reasonable diligence
be able to secure. Should the Bank be unable to re-let, or should such monthly
rental be less than the rental Lessee was obligated to pay under this Sublease,
plus the expense of re-letting, then Lessee shall pay the amount of such
deficiency to the Bank within ten (10) days of demand therefor. The Bank shall
have no duty to mitigate damages hereunder.
<PAGE>   5

         It is expressly agreed that in the event of default by Lessee
hereunder, the Bank shall have a lien upon all goods, chattels, or personal
property of any description belonging to Lessee which are placed in, or become a
part of, the Leased Premises, as security for rent due and to become due for the
remainder of the term hereof, which lien shall not be in lieu of or in any way
affect any statutory lessor's lien given by law, but shall be cumulative
thereto; and Lessee hereby grants to the Bank a security interest in all such
personal property placed in the Leased Premises for such purposes. This shall
not prevent the sale by Lessee of any merchandise in the ordinary course of
business free of such lien of the Bank. In the event the Bank exercises the
option to terminate this Sublease, re-enter and occupy or re-let the Leased
Premises as provided in the preceding paragraph, then the Bank may take
possession of all of Lessee's property on the Leased Premises and sell the same
at public or private sale after giving Lessee reasonable notice of the time and
place of any public sale or of the time after which any private sale is to be
made, for cash or on credit, or for such prices and terms as the Bank deems
best, with or without having the property present at such sale.

     The proceeds of such sale shall be applied first to the necessary and
proper expense of removing, storing, and selling such property, then to the
payment of any rent due or to become due under this Sublease, with the balance,
if any, to be paid to Lessee.

     All rights and remedies of the Bank under this Sublease shall be
cumulative, and none shall exclude any other right or remedy at law. Such rights
and remedies may be exercised and enforced concurrently and whenever and as
often as occasion therefor arises.


                                   ARTICLE 12
                                   ----------
                                   INSPECTION
                                   ----------

     Lessee shall permit the Bank, the Landlord, and their agents to enter into
and upon the Leased Premises at all reasonable times for the purpose of
inspecting the same or for the purpose of maintaining or making repairs or
alterations to the building.


                                   ARTICLE 13
                                   ----------
                            ASSIGNMENT AND SUBLEASE
                            -----------------------

     Lessee shall not assign or convey this Sublease or any interest hereunder;
allow any transfer hereof or any lien upon the Lessee's interest by operation of
law; sublet the Leased Premises or any part thereof; or permit the use or
occupancy of the Leased Premises or any part thereof by anyone other than
Lessee.


                                   ARTICLE 14
                                   ----------
                                 MISCELLANEOUS
                                 -------------

     14.1 All notices to be given under this Sublease shall be given by
certified or registered mail, return receipt requested, addressed to the proper
party as follows:
<PAGE>   6

Bank:   FirstMerit Bank, N.A.
        106 S. Main St.
        Suite 400
        Akron, Ohio 44308
        c/o Real Estate Management

Lessee: GREAT LAKES BANK
        7001 Center Street
        Mentor, Ohio  44060


     14.2 This Sublease shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, executors, administrators, legal
representatives, successors, and assigns when permitted hereby.

     14.3 This Sublease shall be construed under and in accordance with the laws
of the State of Ohio.

     14.4 In case any one or more of the provisions contained in this Sublease
shall for any reason be held to be invalid, illegal, or unenforceable, no other
provision hereof shall be affected thereby and this Sublease shall be construed
as if such invalid, illegal or unenforceable provision had never been contained
herein.

     14.5 This Sublease constitutes the sole and only agreement of the parties
hereto and supersedes any prior understandings or written or oral agreements
between the parties respecting the subject matter hereof.

     14.6 No amendment, modification, or alteration of the terms hereof shall be
binding unless the same shall be in writing, dated subsequent to the date
hereof, and duly executed by the parties hereto.

     14.7 The rights and remedies provided by this Sublease are cumulative and
the use of any one right or remedy by either party shall not preclude or waive
its right to use any or all other remedies. Said rights and remedies are given
in addition to any other rights the parties may have by law, statute, ordinance,
or otherwise.

     14.8 No waiver by the parties hereto of any default or breach of any term,
condition, or covenant of this Sublease shall be deemed to be a waiver of any
other breach of the same or any other term, condition or covenant contained
herein.

     14.9 In the event the Bank or Lessee breaches any of the terms of this
Sublease whereby the party not in default employs attorneys to protect or
enforce its rights hereunder and prevails, then the defaulting party agrees to
pay the other party reasonable attorneys' fees so incurred by such other party.
<PAGE>   7

     14.10 Neither the Bank nor the Lessee shall be required to perform any
term, condition, or covenant in this Sublease so long as such performance is
delayed or prevented by any acts of God, strikes, lock-outs, material or labor
restrictions by any governmental authority, civil riot, floods, or any other
cause not reasonable within the control of the Bank or the Lessee and which by
the exercise of due diligence such party is unable, in whole or in part, to
prevent or overcome.

     14.11 Time is of the essence of this Sublease.



     IN WITNESS WHEREOF, the Bank and the Lessee have caused this Sublease to be
executed by their duly authorized representatives as of the day and year first
written above.


Signed and acknowledged
in the presence of:                    FirstMerit Bank, N.A.

/s/ Paula L. Branson                   By: /s/ Don Whaley
---------------------------------          -----------------------------

---------------------------------      Title: V.P.
                                              --------------------------


                                       GREAT LAKES BANK
                                       ---------------------------------
/s/ Christine Hartog                   By: /s/ Richard T. Flenner Jr.
---------------------------------          -----------------------------
/s/ Debra Noble
---------------------------------      Title: PRESIDENT
                                              --------------------------


STATE OF OHIO        )
                     ) SS:
COUNTY OF SUMMIT
          ------

     The foregoing instrument was acknowledged before me this 15th day of
December, 1998 by __________________, the ____________ of _________________,
a _______________________________, on behalf of the ________________________.



STATE OF OHIO        )
                     ) SS:
COUNTY OF SUMMIT     )
          ------

     The foregoing instrument was acknowledged before me this 15th day of
December, 1998 by Don Whaley, the Vice President of FirstMerit Bank, N.A., a
national banking association, on behalf of such bank.

                                       /s/ Paula L. Branson
                                       Paula L. Branson
                                       Notary Public, State of Ohio
                                       My Commission Expires Aug. 29, 1999
<PAGE>   8

                                    CONSENT
                                    -------

         The undersigned, _____________________________, being the landlord
under that certain Lease dated as of___________________, hereby consents and
approves of the Sublease of the _________________________ leased thereunder by
FirstMerit Bank, N.A. to

Signed in the presence of: ______________________________________


_________________________________      By: __________________________________

_________________________________      Title: _______________________________
<PAGE>   9

                          TERMS AND CONDITIONS OF SALE


All properties in this sale are subject to the terms and conditions outlined
herein as well as additional terms, conditions and procedures that may be
included in the Due Diligence Package (DDP), Bid Package and the Purchase and
Sale Agreement. Any amendments to the terms and conditions will be made in
writing. In the event of a conflict between this document and the Purchase and
Sale Agreement, the provisions of the Purchase and Sale Agreement shall control.

BID DEADLINE. All bids must be received by LaSalle Partners, Limited,
("LASALLE") by October 8, 1998, 5:00 PM Central Standard Time (the "Bid
Deadline"). Send all bids to:

                         LaSalle Partners Incorporated
                                 Amoco Building
                             200 E. Randolph Drive
                               Chicago, IL 60601
                         Attn: National Sealed Bid Sale

                                    -------

                             (800) LASALLE Ext. 10
                       Mon - Fri, 8:30 AM - 5:00 PM (CST)

BID PROCEDURES. A separate Bid Package is required to bid on each property. The
Bid Package contains the sales documents to be executed, the sealed bid envelope
for return of bid, and instructions on how to complete and return bids to
LASALLE. A Bid Package will be included in each DDP.

In order for a bid to be conforming, it must contain (a) a certified or
cashier's check ("Initial Escrow Deposit") made payable to LASALLE PARTNERS
INCORPORATED (b) a fully executed Purchase and Sale Agreement or Sublease
Agreement, with attached Exhibit A (Legal Description), Exhibit B (These Terms
and Conditions of Sale), and (c) where applicable, the Investor/Broker
Certificate, other Exhibits as appropriate, and certain documents required by
state law. Seller reserves the right to reject any bid which is considered
non-conforming.

No alteration to any of the sales documents is allowed. Any changes may cause
the Seller to consider a bid non-conforming, in which case the bid may not be
evaluated and the Initial Escrow Deposit returned. Required closing documents
are incorporated in the Purchase and Sale Agreement by reference. All required
documents must be executed in the form provided, without amendment or alteration
by bidders.

Bidders wishing to bid on more than one property must submit a separate bid for
each property. Each bid must contain the items referenced above as well as
additional items that may be contained in the Bid Package.

CONFIDENTIALITY. All information contained in the DDP and Bid Package is
confidential and is to be kept confidential by each person and entity receiving
same. By ordering a DDP or Bid Package, bidders shall be deemed to consent to
the contents of this paragraph. However, such party may disclose information
obtained from the DDP and Bid Package, on a "need to
<PAGE>   10

know" basis, to the following persons and entities provided that they first
agree to keep information confidential: (a) the employees, officers, and
directors of such party or of such party's affiliates, (b) third-parties being
utilized to perform investigations, analyze information, so as to advise bidders
with respect to bidding upon the property: or (c) third-parties providing
bidders with financing for purchase of the property. The foregoing provisions of
this paragraph requiring confidentiality shall terminate as to a party only if
and when such party itself consummates the closing of said property.

PRE-BID PROPERTY INSPECTIONS. Improved properties may be inspected on the
viewing dates outlined in the Catalog and in the DDP. All viewings of improved
properties must be conducted so as to not unreasonably interfere with the
business of the tenants, occupants or customers of any of those properties.

NON-CONFORMING OR REJECTED BIDS. Non-conforming or rejected bids will be
returned via certified mail approximately seven (7) days after the Bid Deadline
along with the Initial Escrow Deposit.

INITIAL ESCROW DEPOSIT FOR FEE SIMPLE INTERESTS. All bids submitted must include
an Initial Escrow Deposit of (a) $2,500 or 5% of the bid price, whichever is
greater, for bid amounts of up to $200,000 or (b) $10,000 or 2.5% of the bid
price, whichever is greater, for bid amounts in excess of $200,000. Initial
Escrow Deposits must be in certified or cashier's funds, properly drawn on a
U.S. banking institution, made payable to LASALLE PARTNERS INCORPORATED. Bidders
should specify on the check the specific property address on which the bid is
being made. No other method of payment is acceptable.

BID DEPOSITS FOR LEASEHOLD INTERESTS. All bids submitted to sublease must
include an Escrow Deposit of $5,000 that, in the event the bid is accepted by
FirstMerit, will be applied toward the first rent payment(s) due. Bid Deposits
must be made payable to LASALLE PARTNERS INCORPORATED.

ADDITIONAL ESCROW DEPOSIT REQUIREMENTS. For Fee Simple properties, within three
(3) business days of notification of acceptance of the bid, the successful
bidder must deposit sufficient additional funds ("Additional Escrow Deposit")
which, when added to the Initial Escrow Deposit, shall equal ten percent (10%)
of the successful bid price, but in no event less than the Initial Escrow
Deposit. Such Additional Escrow Deposit shall be payable to LaSalle Partners
Incorporated, and shall be paid in immediately available funds. The Initial
Escrow Deposit and Additional Escrow Deposit are collectively referred to as the
"Escrow Deposit".

EVALUATION AND AWARD OF BIDS. Seller will immediately review all bids received
by the Bid Deadline. Bids rejected as non-conforming will be returned without
further evaluation. After consideration of all bids, the Seller, in its sole and
absolute discretion, will select a successful bidder if appropriate in
accordance with these Terms & Conditions of Sale. Seller will attempt to accept,
or reject, all bids within seven (7) days after the Bid Deadline.

In the event the bid prices of any property are clustered in a competitive
range, the Seller has the option of soliciting a best and final offer ("BAFO")
from the bidders whose bids fall within such
<PAGE>   11

range. Bidders will be notified of the Seller's intent to solicit a BAFO by
phone, fax, or mail, in which case bidders will be given 48 hours to raise their
bid. BAFOs will be incorporated by written amendment to the Purchase and Sale
Agreement. Bidders may not lower BAFO bids below their original bid amount. If
no BAFO is submitted, the original bid amount will remain in full force.

NON-REVOCATION OF BIDS. Sealed bids will be deemed in force as of the Bid
Deadline and will remain in full force and effect for fifteen (15) business days
after the Bid Deadline. Bids may not be revoked or withdrawn by the bidder
during that time.

EFFECTIVE DATE OF AWARD OF BID. The "Effective Date" of the award of the bid
shall be the date that the Seller executes the Purchase and Sale Agreement.
Since time is of essence, successful bidders will be notified of the award via
fax, if possible, with executed Purchase and Sale Agreement to be sent by
overnight mail.

BACKUP OFFERS. The Seller is seeking backup offers on a limited number of
properties which are currently "in escrow". These properties are identified in
the Catalogue, DDP and/or Purchase and Sale Agreements.

SELLER RESERVATIONS. Seller reserves the right to decline any and all bids,
postpone, extend or cancel any bid deadline, and, in its sole discretion, to
add, withdraw or combine properties in the sale at any time without notice. The
Seller further reserves the right, in its sole and absolute discretion and
without notifying any other bidder, or giving any other bidder similar
opportunity, or re-offering the subject property, to negotiate with any bidder
the terms of the bid: to overlook minor inconsistencies or non-conformance in
any bid: to extend deadlines for any property; and to accept a bid which Seller
deems in its best interest, whether or not it is in the highest dollar amount.
Seller may require verification of funds available to close on offers prior to
acceptance of bids. The Terms and Conditions of Sale are subject to such
modifications as may be required by the laws of the State in which the property
is located.

CLOSING. After acceptance by the Seller (the "Effective Date"), the successful
bidder and the Seller shall consummate and close the purchase within forty five
(45) days, or otherwise as set forth in the Purchase and Sale Agreement. Seller
reserves the sole right to extend the Scheduled Closing Date by a period of up
to sixty (60) days. In the event bidder fails to close on the Scheduled Closing
Date for any reason except for Seller's failure to convey good title or
otherwise perform, Seller may declare bidder in default, terminate the Purchase
and Sale Agreement, retain the bidder's Escrow Deposit, and enter into a
Purchase and Sale Agreement with another bidder or bona fide prospect or
exercise any other remedies provided under the Purchase and Sale Agreement.

SUBLEASE EXECUTION. For those assets offered as leasehold interests, the
successful bidder agrees to fully execute all Sublease Agreement documents that
will be specific to each leasehold included in the Bid Package. Upon acceptance
by FirstMerit, these Agreements shall be binding and FirstMerit will retain the
Escrow Deposit and apply it toward future rent payments. Transfer of Title. The
property will be conveyed with marketable title by a Limited Warranty Deed.
Seller will provide a title free and clear except for certain permitted
exceptions
<PAGE>   12

provided for under the Purchase and Sale Agreement. Title insurance coverage
will be at bidder's sole expense. Real estate taxes will be brought current and
prorated at closing. Prorations will apply as stated in the Purchase and Sale
Agreement. All properties will be conveyed "AS IS. WHERE IS. WITH ALL FAULTS,"
regarding any conditions affecting the properties, with no representations or
warranties whatsoever express or implied.

BROKER PARTICIPATION. (A) Fee Simple Sales. A real estate commission equal to
two percent (2%) of the purchase price will be paid upon closing to any duly
licensed broker or agent whose registered prospect pays for and closes on the
purchase of a property included in the sale. (B) Sublease A fee equal to three
percent (3%) of the total annual minimum rental paid by such subtenant during
the term of the lease, excluding any renewals, will be paid upon possession to
any duly licensed broker or agent whose registered prospect executed a Sublease
Agreement and whose bid is subsequently accepted by FirstMerit.

ALL brokers representing prospects or subtenants must register in writing with
LaSalle Partners Incorporated, Amoco Building, 200 East Randolph Drive, Chicago,
Illinois 60601, Attention: National Sealed Bid Sale. Registration should be sent
on company stationary, and must be sent by certified mail, return receipt
requested, postmarked at least three (3) days prior to the Bid Deadline. Letters
must bear the signature of the prospects acknowledging representation by their
broker. No commissions will be paid on any property to brokers investing in the
purchase of a property, and an affidavit may be required stating that the broker
is acting solely as broker and not as purchaser. A broker will not be recognized
for prospects who have previously contacted the Seller or its staff, LaSalle
Partners Incorporated, or their representatives and affiliates. Brokers must
also sign an Investor/Broker certificate which will be included in the Bid
Package. The Investor/Broker Certificate must be submitted along with the
Purchase and Sale Agreement prior to the Bid Deadline. No exceptions to the
Broker Registration procedures will be allowed.

SALE LEASEBACK SALES. Select number of properties contained in the Sealed Bid
Sale are being offered with sale leaseback provisions. These properties which
are currently being occupied by the Seller will be leased by the Seller for a
predetermined term and rental rate.

AMENDMENTS. The Seller reserves the absolute right in its sole discretion to
amend these Terms and Conditions of Sale, the Purchase and Sale Agreement and
any other required sale documents or closing documents.

DISCLAIMER THE SELLER, LASALLE PARTNERS INCORPORATED, AND THEIR EMPLOYEES,
AGENTS, SUBSIDIARIES OR AFFILIATES, ACKNOWLEDGE THAT THE SELLER MAY NOT HAVE
COMPLETE KNOWLEDGE OF THE PHYSICAL OR ECONOMIC CHARACTERISTICS OF THE PROPERTIES
BEING SOLD HEREIN KNOWN AS "PROPERTY". ACCORDINGLY (EXCEPT AS OTHERWISE
SPECIFICALLY STATED IN THE PURCHASE AND SALE AGREEMENT), SELLER, LASALLE
PARTNERS INCORPORATED, AND THEIR EMPLOYEES, AGENTS, SUBSIDIARIES OR AFFILIATES,
HEREBY DISCLAIM ANY WARRANTY, GUARANTY OR REPRESENTATION, EXPRESS OR IMPLIED,
ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO, OR CONCERNING (A) THE
CONDITION OR STATE OF REPAIR OF THE PROPERTY, (B) THE EXTENT OF ANY
RIGHT-OF-WAY, LEASE, POSSESSION,
<PAGE>   13

LIEN, ENCUMBRANCE, EASEMENT, LICENSE, RESERVATION, OR CONDITION IN CONNECTION
WITH THE PROPERTY. (C) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY
APPLICABLE LAWS, ORDINANCES, OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY,
INCLUDING WITHOUT LIMITATION, COMPLIANCE WITH ANY LAND USE, AMERICANS WITH
DISABILITIES ACT, WETLAND, OR ZONING LAW OR REGULATION, OR APPLICABLE
ENVIRONMENTAL OR COASTAL LAWS, RULES, ORDINANCES AND REGULATIONS: (D) TITLE TO
OR THE BOUNDARIES OF THE PROPERTY: AND (E) THE PHYSICAL CONDITION OF THE
PROPERTY, INCLUDING WITHOUT LIMITATION THE STRUCTURAL, MECHANICAL AND
ENGINEERING CHARACTERISTICS OF THE IMPROVEMENTS TO THE PROPERTY.

The sale of the Property shall be on an "AS IS, WHERE IS, WITH ALL FAULTS,"
basis, and Purchaser expressly agrees that the Seller, LaSalle Partners
incorporated, or their employees, agents, subsidiaries or affiliates, make no
warranty or representation, express or implied, or arising by operation of law,
including, but not limited to, any warranty of condition, habitability,
merchantability or fitness for a particular purpose, with respect to the
Property. Purchaser is buying the Property based on its own investigations, and,
by accepting title to all or part of the Property, acknowledges that it has
conducted such investigation as it has deemed necessary or advisable and that
Purchaser is not relying upon any representations of Seller or its agents
whatsoever. The materials and information concerning the Property contained
herein, together with, Post Card, Catalogue, Due Diligence Package (DDP) and Bid
Package and any and all other information provided by the Seller, LaSalle
Partners Incorporated, their counsel and /or their employees, agents,
subsidiaries or affiliates, is based in part upon information and materials
obtained from sources deemed reliable without independent verification. Bidders
must not base their bids upon information disseminated either verbally or in the
advertisements, Post Card, Catalogue, Due Diligence Package and Bid Package such
as, but not limited to, environmental studies, repair estimates, or other
studies, proforma and financial information that may be provided by the Seller
or LaSalle Partners Incorporated, but shall rely solely on their own estimates
and studies. No warranties or representations, express or implied, are made by
either the Seller, LaSalle Partners Incorporated, and their employees and
agents, as to the accuracy or completeness of any or all such information.