EXHIBIT 10.19



                               OFFICE SPACE LEASE



                                 by and between



                 CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM
                                  as Landlord,



                                       and



                           MOBILE DATA SOLUTIONS INC.,
                                    as Tenant



                                ONE PIERCE PLACE
                                ITASCA, ILLINOIS




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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

SCHEDULE......................................................................1

1.   DEMISE AND TERM..........................................................2

2.   RENT ....................................................................2

         A.   Definitions.....................................................2
         B.   Components of Rent..............................................4
         C.   Payment of Rent.................................................5

3.   USE      ................................................................5

4.   CONDITION OF PREMISES....................................................6

5.   BUILDING SERVICES........................................................6

         A.   Basic Services..................................................6
         B.   Electricity.....................................................6
         C.   Telephones......................................................6
         D.   Additional Services.............................................7
         E.   Failure or Delay in Furnishing Services.........................7

6.   RULES AND REGULATIONS....................................................7

7.   CERTAIN RIGHTS RESERVED TO LANDLORD......................................7

8.   MAINTENANCE AND REPAIRS..................................................8

9.   ALTERATIONS..............................................................8

         A.   Requirements....................................................8
         B.   Liens   ........................................................9

10.  INDEMNIFICATION AND INSURANCE............................................10

         A.   Damage or Injury...............................................10
         B.   Insurance Coverages and Amounts................................10
         C.   Insurance Requirements.........................................11
         D.   Waiver of Subrogation..........................................11
         E.   Landlord's Insurance...........................................11

11.  FIRE OR OTHER CASUALTY..................................................12

         A.   Destruction of the Building....................................12
         B.   Destruction of the Premises....................................12



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                                                                            Page
                                                                            ----

12.  CONDEMNATION............................................................14

13.  ASSIGNMENT AND SUBLETTING...............................................14

         A.   Landlord's Consent.............................................14
         B.   Standards for Consent..........................................14
         C.   Recapture......................................................15

14.  SURRENDER...............................................................16

15.  DEFAULTS AND REMEDIES...................................................16

         A.   Default .......................................................16
         B.   Right of Re-Entry..............................................17
         C.   Termination of Right to Possession.............................17
         D.   Termination of Lease...........................................17
         E.   Other Remedies.................................................17
         F.   Bankruptcy.....................................................18
         G.   Waivers of Jury Trial and Certain Damages......................18
         H.   Venue   .......................................................18

16.  HOLDING OVER............................................................18

17.  SECURITY DEPOSIT........................................................19

18.  SUBSTITUTION OF OTHER PREMISES..........................................19

19.  ESTOPPEL CERTIFICATE....................................................20

20.  SUBORDINATION...........................................................20

21.  QUIET ENJOYMENT.........................................................20

22.  BROKER..................................................................21

23.  NOTICES.................................................................21

24.  MISCELLANEOUS...........................................................21

         A.   Successors and Assigns.........................................21
         B.   Entire Agreement...............................................21
         C.   Time of Essence................................................22



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                                                                            Page
                                                                            ----

         D.   Execution and Delivery.........................................22
         E.   Severability...................................................22
         F.   Governing Law..................................................22
         G.   Attorneys' Fees................................................22
         H.   Delay in Possession............................................22
         I.   Joint and Several Liability....................................22
         J.   Force Majeure..................................................22
         K.   Captions ......................................................23
         L.   No Waiver......................................................23
         M.   Hazardous Materials............................................23
         N.   Limitation of Liability........................................24
         O.   Signage .......................................................25

25.  PARKING ................................................................25

26.  EXISTING LEASE..........................................................25

         A.   Existing Lease; Termination....................................25
         B.   Cross-Default..................................................26

27.  RIGHT TO TERMINATE......................................................26

28.  RIGHT TO EXTEND.........................................................26

         A.   Option Period..................................................26
         B.   Market Rate of Base Rent.......................................27
         C.   Arbitration....................................................27

29.  RIGHT OF FIRST REFUSAL..................................................28

         A.   Grant   .......................................................28
         B.   Landlord's Notice..............................................28
         C.   Tenant's Notice................................................29
         D.   Conditions.....................................................29
         E.   Possession.....................................................29
         F.   Amendment......................................................29

30.  EXPANSION OPTION........................................................30

31.  RIGHT OF FIRST OFFER....................................................31



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                                                                            Page
                                                                            ----
EXHIBITS
--------

         A.       Floor Plan of Premises
         A-1      Floor Plan of Expansion Space
         B.       Workletter
         C.       Rules and Regulations
















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<PAGE>

                               OFFICE SPACE LEASE

     THIS OFFICE SPACE LEASE  ("Lease") is made as of the 14th day of May, 1999,
between CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM ("Landlord"),  and MOBILE
DATA  SOLUTIONS  INC.,  a  Delaware  corporation  ("Tenant"),  for  space in the
building  commonly known as One Pierce Place,  Itasca,  Illinois (such building,
together  with the land upon which it is  situated  and  related  common  areas,
including  sidewalks,  parking areas and landscaped areas, being herein referred
to as the "Building").  The Building is situated in a development commonly known
as  "The  Chancellory"  (the   "Development").   The  following   schedule  (the
"Schedule") sets forth certain basic terms of this Lease:

                                    SCHEDULE

1.  Premises:                               as depicted on Exhibit A attached
                                            hereto

2.  Commencement Date:                      the earlier to occur of (a) December
                                            1, 1999 and (b) the date the Work
                                            (as defined in the Workletter
                                            attached hereto as Exhibit B (the
                                            "Workletter)) is substantially
                                            completed (as defined in the
                                            Workletter)

3.  Expiration Date:                        November 30, 2009

4.  Rentable Square Feet of the Premises:   approximately 29,258 square feet

5.  Rentable Square Feet of the Building:   approximately 525,422 square feet

6.  Base Rent:

             Period                         Monthly             Annual Base
                                           Base Rent                Rent

   Commencement Date - 11/30/99           See Section 26        See Section 26

       12/1/99 - 11/30/00                  $61,197.98           $734,375.76

       12/1/00 - 11/30/01                  $62,417.07           $749,004.84

       12/1/01 - 11/30/02                  $63,636.15           $763,633.80

       12/1/02 - 11/30/03                  $64,855.23           $778,262.76



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             Period                         Monthly             Annual Base
                                           Base Rent                Rent

       12/1/03 - 11/30/04                  $66,074.32           $792,891.84

       12/1/04 - 11/30/05                  $67,293.40           $807,520.80

       12/1/05 - 11/30/06                  $68,512.48           $822,149.76

       12/1/06 - 11/30/07                  $69,731.57           $836,778.84

       12/1/07 - 11/30/08                  $70,950.65           $851,407.80

       12/1/08 - 11/30/09                  $72,169.73           $866,036.76


7.  Tenant's Proportionate Share:           5.568%

8.  Base Year:                              1999

9.  Security Deposit:                       $61,197.98

10. Broker(s):                              Hines and BKB Commercial

11. Exhibits:

    A        Floor Plan of Premises
    A-1      Floor Plan of Expansion Space
    B        Workletter
    C        Rules and Regulations


     1.   DEMISE AND TERM.

     Landlord leases to Tenant and Tenant leases from Landlord the Premises,  as
described in Item 1 of the Schedule  and shown on the plans  attached  hereto as
Exhibit A, subject to the covenants and conditions set forth in this Lease,  for
a term (the "Term")  commencing on the Commencement Date, as described in Item 2
of the Schedule,  and expiring on the Expiration Date, as described in Item 3 of
the Schedule,  unless  extended or terminated  earlier as otherwise  provided in
this Lease.

     2.   RENT.

          A. Definitions.  For purposes of this Lease, the following terms shall
     have the following meanings:



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<PAGE>

               (i) "Base  Year"  shall  mean the year set forth in Item 8 of the
          Schedule.

               (ii) [intentionally omitted]

               (iii) [intentionally omitted]

               (iv) "Expenses" shall mean any and all reasonable expenses, costs
          and disbursements (other than Taxes) of any kind and nature whatsoever
          incurred  by  Landlord  in  connection  with the  ownership,  leasing,
          management,   maintenance,   operation  and  repair  of  the  Building
          (including, without limitation, the costs of maintaining and repairing
          parking lots,  parking structures and easements,  property  management
          fees,  increased interest costs as specified below,  salaries,  fringe
          benefits and related costs,  insurance costs of every kind and nature,
          heating and  airconditioning  costs,  common area utility costs, sewer
          and water  charges,  the costs of  routine  repairs,  maintenance  and
          decorating  and the  Building's  share of costs  and  expenses  of the
          Development)  which Landlord  shall pay or become  obligated to pay in
          respect of a calendar  year  (regardless  of when such  Expenses  were
          incurred),  except the following: (i) costs of alterations of tenants'
          premises;  (ii)  costs of  capital  improvements  and  costs of curing
          construction defects; (iii) depreciation;  (iv) interest and principal
          payments on mortgages,  and other debt costs; (v) real estate brokers'
          leasing commissions or compensation;  (vi) any cost or expenditure (or
          portion  thereof)  for  which  Landlord  is  reimbursed,   whether  by
          insurance  proceeds  or  otherwise,  and  (vii)  cost  of any  service
          furnished to any other  occupant of the Building  which  Landlord does
          not make  available  to  Tenant  hereunder.  Notwithstanding  anything
          contained  herein  to  the  contrary,   depreciation  of  any  capital
          improvements  made after the date of this Lease which are  intended to
          reduce  Expenses or which are required  under any  governmental  laws,
          regulations,  or ordinances  which were not applicable to the Building
          at the time it was  constructed,  shall be included in  Expenses.  The
          useful life of any such improvement shall be reasonably  determined by
          Landlord. In addition,  interest on the undepreciated cost of any such
          improvement  (at the  prevailing  construction  loan rate available to
          Landlord on the date the cost of such  improvement was incurred) shall
          also be included in Expenses.  Landlord  may, in a reasonable  manner,
          allocate insurance premiums for so-called "blanket" insurance policies
          which  insure  other  properties  as well  as the  Building  and  said
          allocated amount shall be deemed to be an Expenses.

               (v) "Rent"  shall mean Base Rent,  Adjustment  Rent and any other
          sums or charges due by Tenant hereunder.

               (vi) "Taxes"  shall mean all taxes,  assessments  and fees levied
          upon the  Building,  the property of Landlord  located  therein or the
          rents collected  therefrom,  by any governmental entity based upon the
          ownership,  leasing,  renting or operation of the Building,  including
          all costs and expenses of protesting any such taxes,



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<PAGE>

          assessments or fees.  Taxes shall not include any net income,  capital
          stock, succession,  transfer,  franchise,  gift, estate or inheritance
          taxes;  provided,  however,  if at any time during the Term,  a tax or
          excise on income is levied or assessed by any governmental  entity, in
          lieu of or as a substitute for, in whole or in part, real estate taxes
          or other ad valorem taxes,  such tax shall  constitute and be included
          in Taxes. For the purpose of determining Taxes for any given year, the
          amount to be included  for such year shall be Taxes which are assessed
          or become a lien  during such year rather than Taxes which are due for
          payment or paid during such year.

               (vii)  "Tenant's  Proportionate  Share" shall mean the percentage
          set  forth in Item 7 of the  Schedule  which  has been  determined  by
          dividing  the  Rentable  Square Feet of the  Premises by the  Rentable
          Square Feet of the Building.

          B. Components of Rent.  Tenant agrees to pay the following  amounts to
     Landlord  at the office of the  Building or at such other place as Landlord
     designates:

               (i) Base rent ("Base Rent") to be paid in monthly installments in
          the amount set forth in Item 6 of the Schedule in advance on or before
          the first day of each month of the Term, without demand.

               (ii)  Adjustment rent  ("Adjustment  Rent") in an amount equal to
          Tenant's  Proportionate  Share of (a) Expenses  for any calendar  year
          which exceed Expenses for the Base Year and (b) Taxes for any calendar
          year  which  exceed  Taxes for the Base Year.  Prior to each  calendar
          year, or as soon as reasonably  possible,  Landlord shall estimate and
          notify Tenant of the amount of Adjustment  Rent due for such year, and
          Tenant shall pay Landlord  one-twelfth  of such  estimate on the first
          day of each month  during such year.  Such  estimate may be revised by
          Landlord  whenever  it obtains  information  relevant  to making  such
          estimate more accurate.  After the end of each calendar year, Landlord
          shall deliver to Tenant a report setting forth the actual Expenses and
          Taxes  for  such  calendar  year  and a  statement  of the  amount  of
          Adjustment  Rent that  Tenant has paid and is  payable  for such year.
          Tenant  acknowledges  that actual Taxes for a calendar year may not be
          determined  until after  actual  Expenses for such  calendar  year are
          determined.  Accordingly, Tenant acknowledges that Landlord may report
          the actual  Expenses and actual Taxes for a calendar year  separately.
          Within  thirty  (30) days  after  receipt of such  report or  reports,
          Tenant  shall pay to Landlord  the amount of  Adjustment  Rent due for
          such  calendar  year minus any  payments  of  Adjustment  Rent made by
          Tenant for such year, it being acknowledged by Tenant that if Landlord
          separately  reports  actual  Expenses  and actual Taxes for a calendar
          year,  Landlord may reasonably allocate Adjustment Rent paid by Tenant
          for such  calendar  year between  Expenses and Taxes for such calendar
          year. If Tenant's  estimated  payments of  Adjustment  Rent exceed the
          amount due Landlord for such calendar year,  Landlord shall apply such
          excess as a credit against Tenant's other obligations under this Lease
          or promptly refund such excess



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          to Tenant if the Term has already expired, provided Tenant is not then
          in default hereunder, in either case without interest to Tenant.

               (iii) [intentionally omitted]

          C. Payment of Rent. The following  provisions shall govern the payment
     of Rent: (i) if this Lease  commences or ends on a day other than the first
     day or last day of a calendar year, respectively,  the Rent for the year in
     which  this  Lease so  begins or ends  shall be  prorated  and the  monthly
     installments  shall  be  adjusted  accordingly;   (ii)  except  as  may  be
     specifically  provided to the contrary  elsewhere  in this Lease,  all Rent
     shall be paid to Landlord without offset or deduction,  and the covenant to
     pay Rent shall be independent of every other covenant in this Lease;  (iii)
     if during all or any portion of any year the  Building is not fully  rented
     and occupied,  Landlord  shall make an  appropriate  adjustment of variable
     Expenses for such year to determine  the Expenses that would have been paid
     or incurred by Landlord had the Building been fully rented and occupied for
     the entire year and the amount so  determined  shall be deemed to have been
     the Expenses for such year;  (iv) any sum due from Tenant to Landlord which
     is not paid when due shall bear  interest  from the date due until the date
     paid at the annual rate of two  percentage  (2%) points above the rate then
     most recently announced by The First National Bank of Chicago,  NBD, as its
     corporate base lending rate,  from time to time in effect,  but in no event
     higher than the maximum rate permitted by law (the "Default Rate"); and, in
     addition,  Tenant  shall pay  Landlord a late  charge for any Rent  payment
     which is paid  more than  five (5) days  after  its due date  equal to five
     percent (5%) of such payment;  (v) if changes are made to this Lease or the
     Building changing the number of square feet contained in the Premises or in
     the Building,  Landlord  shall make an  appropriate  adjustment to Tenant's
     Proportionate Share; (vi) Tenant shall have the right to inspect Landlord's
     accounting  records  relative to Expenses and Taxes during normal  business
     hours at any time  within  thirty (30) days  following  the  furnishing  to
     Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall
     take written exception to any item in any such statement within such thirty
     (30) day period,  such statement  shall be considered as final and accepted
     by Tenant; (vii) in the event of the termination of this Lease prior to the
     determination  of any Adjustment Rent,  Tenant's  agreement to pay any such
     sums and Landlord's  obligation to refund any such sums (provided Tenant is
     not in default  hereunder)  shall  survive the  termination  of this Lease;
     (viii) no  adjustment  to the Rent by virtue of the  operation  of the rent
     adjustment  provisions  in this Lease shall result in the payment by Tenant
     in any year of less than the Base Rent shown on the Schedule; (ix) Landlord
     may at any time  change the fiscal  year of the  Building;  (x) each amount
     owed to  Landlord  under  this  Lease for which the date of  payment is not
     expressly  fixed  shall be due on the same  date as the Rent  listed on the
     statement  showing such amount is due;  and (xi) if Landlord  fails to give
     Tenant  an  estimate  of  Adjustment  Rent  prior to the  beginning  of any
     calendar year,  Tenant shall  continue to pay Adjustment  Rent, at the rate
     for the previous  calendar year until Landlord  delivers such estimate,  at
     which time Tenant  shall pay  retroactively  the  increased  amount for all
     previous months of such calendar year.



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<PAGE>

     3.   USE.  Tenant  agrees that it shall occupy and use the Premises only as
nongovernmental business offices and for no other purposes. Tenant shall, at its
own cost and  expense,  comply  with all  federal,  state  and  municipal  laws,
ordinances,  rules and regulations issued by any governmental  authority and all
covenants,  conditions and restrictions of record which relate to the condition,
use or occupancy of the Premises,  including, without limitation, any applicable
rules and regulations of the Development.

     4.   CONDITION OF  PREMISES.  Tenant shall accept the Premises in their "as
is" condition and Tenant's taking possession of the Premises shall be conclusive
evidence that the Premises were in good order and  satisfactory  condition  when
Tenant took possession.  No agreement of Landlord to alter,  remodel,  decorate,
clean or improve the  Premises or the  Building  (or to provide  Tenant with any
credit or allowance for the same), and no representation regarding the condition
of the Premises or the  Building,  have been made by or on behalf of Landlord or
relied upon by Tenant,  except,  however,  Landlord  shall  complete the Work in
accordance with the Workletter.

     5.   BUILDING SERVICES.

          A.  Basic  Services.  So long as Tenant is not in  default  hereunder,
     Landlord shall furnish the following services: (i) heating, ventilating and
     air conditioning to provide a temperature condition required, in Landlord's
     reasonable judgment, for comfortable occupancy of the Premises under normal
     business operations,  daily from 8:00 A.M. to 6:00 P.M. (Saturday from 8:00
     A.M.  to 12:00  Noon),  Sundays  and  holidays  excepted;  (ii)  water  for
     drinking,  and, subject to Landlord's  approval,  water at Tenant's expense
     for any private  restrooms and office  kitchen  requested by Tenant;  (iii)
     men's and women's restrooms at locations designated by Landlord,  in common
     with other  tenants of the Building;  (iv) janitor  service in the Premises
     and common areas of the Building;  (v) maintenance of exterior common areas
     of the Building, including snow removal as necessary and maintenance of the
     landscaped  areas;  and (vi)  elevator  service in common with Landlord and
     other tenants of the Building.

          B.  Electricity.   The  Premises  shall  be  separately   metered  for
     electrical  use.  Electricity  shall be  distributed to the Premises by the
     electric  utility  company  serving the Building and Landlord  shall permit
     Landlord's wire and conduits, to the extent available,  suitable and safely
     capable,  to be used for such  distribution.  Tenant at its cost shall make
     all necessary  arrangements  with the electric utility company for metering
     and paying for electric current furnished to the Premises.  All electricity
     used  during  the  performance  of  janitor  service,  or the making of any
     alterations or repairs in the Premises, or the operation of any special air
     conditioning systems serving the Premises shall be paid for by Tenant.

          C.  Telephones.  Tenant shall arrange for telephone  service  directly
     with one or more of the public telephone  companies  servicing the Building
     and shall be solely responsible for paying for such telephone  service.  If
     Landlord acquires  ownership of the telephone cables in the Building at any
     time, Landlord shall permit Tenant to connect to such cables on such



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<PAGE>

     terms and conditions as Landlord may reasonably prescribe. In no event does
     Landlord  make any  representation  or warranty  with  respect to telephone
     service in the Building and Landlord  shall have no liability  with respect
     thereto.

          D. Additional Services. Landlord shall not be obligated to furnish any
     services  other than those  stated  above.  If  Landlord  elects to furnish
     services  requested by Tenant in addition to those stated above  (including
     services  at times other than those  stated  above),  Tenant  shall pay one
     hundred  twenty  percent  (120%) of Landlord's  actual cost to furnish such
     services.  If Tenant  shall fail to make any such  payment,  Landlord  may,
     without notice to Tenant and in addition to all other remedies available to
     Landlord,  discontinue any additional  services.  No  discontinuance of any
     such  service  shall  result in any  liability  of Landlord to Tenant or be
     considered as an eviction or a disturbance of Tenant's use of the Premises.
     In addition, if Tenant's  concentration of personnel or equipment adversely
     affects  the  temperature  or humidity  in the  Premises  or the  Building,
     Landlord may install  supplementary air conditioning units in the Premises,
     and  Tenant  shall pay one  hundred  twenty  percent  (120%) of the cost of
     installation, operation and maintenance thereof.

          E.  Failure  or Delay  in  Furnishing  Services.  Tenant  agrees  that
     Landlord shall not be liable for damages for failure or delay in furnishing
     any service stated above if such failure or delay is caused, in whole or in
     part, by any one or more of the events stated in Section 24.J.  below,  nor
     shall  any such  failure  or  delay  be  considered  to be an  eviction  or
     disturbance  of Tenant's use of the  Premises,  or relieve  Tenant from its
     obligation to pay any Rent when due or from any other obligations of Tenant
     under this Lease.

     6.   RULES AND  REGULATIONS.  Tenant  shall  observe and comply,  and shall
cause its subtenants,  assignees, invitees, employees, contractors and agents to
observe and comply,  with the Rules and Regulations listed on Exhibit C attached
hereto and with such reasonable  modifications and additions thereto as Landlord
may make from time to time.  Landlord  shall not be liable  for  failure  of any
person to obey the Rules and  Regulations.  Landlord  shall not be  obligated to
enforce  the Rules and  Regulations  against  any  person,  and the  failure  of
Landlord to enforce any such Rules and Regulations shall not constitute a waiver
thereof or relieve Tenant from compliance  therewith,  provided,  however,  that
Landlord shall not discriminate  against Tenant in the enforcement of such Rules
and Regulations.

     7.   CERTAIN RIGHTS RESERVED TO LANDLORD.  Landlord  reserves the following
rights, each of which Landlord may exercise without notice to Tenant and without
liability to Tenant,  and the exercise of any such rights shall not be deemed to
constitute  an eviction or  disturbance  of Tenant's  use or  possession  of the
Premises  and shall not give rise to any claim for set-off or  abatement of rent
or any other claim:  (a) to change the name or street address of the Building or
the suite number of the Premises; (b) to install, affix and maintain any and all
signs  on the  exterior  or  interior  of the  Building;  (c) to  make  repairs,
decorations,  alterations,  additions or  improvements,  whether  structural  or
otherwise,  in and about the  Building,  and for such purposes to enter upon the
Premises, temporarily close doors, corridors and other areas of the Building and



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<PAGE>

interrupt or  temporarily  suspend  services or use of common areas,  and Tenant
agrees to pay Landlord for overtime and similar  expenses  incurred if such work
is done other than during ordinary  business hours at Tenant's  request;  (d) to
retain at all  times,  and to use in  appropriate  instances,  keys to all doors
within and into the  Premises;  (e) to grant to any  person or to  reserve  unto
itself the exclusive  right to conduct any business or render any service in the
Building;  (f) to show or inspect  the  Premises  at  reasonable  times and,  if
vacated or abandoned,  to prepare the Premises for reoccupancy;  (g) to install,
use and maintain in and through the Premises  pipes,  conduits,  wires and ducts
serving the Building, provided that such installation,  use and maintenance does
not  unreasonably  interfere with Tenant's use of the Premises;  (h) to take any
other action which Landlord deems  reasonable in connection  with the operation,
maintenance,  marketing or preservation of the Building;  and (i) to approve the
weight,  size and location of safes or other heavy equipment or articles,  which
articles may be moved in, about or out of the Building or Premises  only at such
times and in such manner as Landlord  shall  direct,  at Tenant's  sole risk and
responsibility.

     8.   MAINTENANCE AND REPAIRS.  Tenant,  at its expense,  shall maintain and
keep the  Premises  in good  order  and  repair at all  times  during  the Term.
Landlord  shall perform any  maintenance  or make any repairs to the Building or
Premises as Landlord shall desire or deem necessary for the safety, operation or
preservation of the Building,  or as Landlord may be required or requested to do
by the order or decree of any  court or by any other  proper  authority.  Tenant
shall reimburse Landlord for any such maintenance or repairs of the Premises.

     9.   ALTERATIONS.

          A.  Requirements.  Tenant shall not make any replacement,  alteration,
     improvement  or addition to or removal from the Premises  (collectively  an
     "alteration") without the prior written consent of Landlord,  which consent
     shall not be unreasonably withheld.  Notwithstanding the foregoing,  Tenant
     may  perform  an  alteration  to  the  interior  of  the  Premises  without
     Landlord's   prior  written  consent   provided  such  alteration  (or  the
     performance thereof) does not (i) affect the mechanical,  electrical, HVAC,
     life  safety,  or  other  Building  operating  systems,   (ii)  affect  the
     structural  components of the Building or require  penetration of the floor
     or ceiling of the  Premises,  (iii) involve the use or  disturbance  of any
     Hazardous  Material  (as  hereinafter  defined)  or  (iv)  cost  more  than
     $10,000.00  in any one  instance,  and further  provided  that Tenant gives
     Landlord prior written notice of such alteration and further  provided that
     such  alteration  (and  the  performance  thereof)  shall  otherwise  be in
     compliance   with  the  provisions  of  this  Article  9  (except  for  the
     requirement of Landlord's consent).

          If Tenant  proposes to make any  alteration,  Tenant  shall,  prior to
     commencing such alteration,  submit to Landlord for prior written approval:
     (i) detailed plans and specifications; (ii) the names, addresses and copies
     of contracts for all contractors;  (iii) all necessary  permits  evidencing
     compliance  with  all  applicable   governmental  rules,   regulations  and
     requirements;  (iv)  certificates of insurance in form and amounts required
     by Landlord,  naming  Landlord,  its managing  agent and any other  parties
     designated by Landlord as additional insureds; and


                                        8
<PAGE>

     (v) all other documents and information as Landlord may reasonably  request
     in connection with such alteration; provided, however, that with respect to
     alterations  which cost less than $20,000.00,  Landlord's charge for review
     shall be $100.00 and there shall be no supervisory  fee payable to Landlord
     in  connection  with  such  alteration.  Tenant  agrees  to pay  Landlord's
     reasonable  charges  for  review  (including,   without   limitation,   any
     architectural  or engineering  review) of all such items and supervision of
     the  alteration.  Neither  approval  of the  plans and  specifications  nor
     supervision of the alteration by Landlord shall constitute a representation
     or  warranty  by  Landlord as to the  accuracy,  adequacy,  sufficiency  or
     propriety of such plans and specifications or the quality of workmanship or
     the compliance of such alteration with applicable law. Tenant shall pay the
     entire cost of the alteration and, if requested by Landlord,  shall deposit
     with Landlord,  prior to the  commencement of the alteration,  security for
     the payment and completion of the alteration in form and amount required by
     Landlord.  Each  alteration  shall be performed  in a good and  workmanlike
     manner,  in  accordance  with the  plans  and  specifications  approved  by
     Landlord,  and shall  meet or exceed the  standards  for  construction  and
     quality of materials established by Landlord for the Building. In addition,
     each  alteration  shall be  performed  in  compliance  with all  applicable
     governmental and insurance company laws, regulations and requirements. Each
     alteration shall be performed by a reputable contractor selected by Tenant,
     subject to  Landlord's  approval,  and  capable of working in harmony  with
     Landlord's  employees,  contractors  and other  tenants.  Each  alteration,
     whether temporary or permanent in character,  made by Landlord or Tenant in
     or upon the Premises  (excepting  only  Tenant's  furniture,  equipment and
     trade fixtures) shall become Landlord's  property and shall remain upon the
     Premises  at  the   expiration  or   termination   of  this  Lease  without
     compensation to Tenant;  provided,  however,  that if such alteration is in
     Landlord's judgment not a customary office improvement, then Landlord shall
     have the right to require Tenant to remove such alteration at Tenant's sole
     cost and expense in  accordance  with the  provisions of Section 14 of this
     Lease,  which required removal shall be specified by Landlord when Landlord
     consents to Tenant's requested alterations.  Notwithstanding the foregoing,
     Landlord  shall  not have the  right  to  require  Tenant  to  remove  such
     alterations if such  alterations  were performed at the request of Landlord
     to comply  with the  requirements  of  applicable  laws or  otherwise.  The
     requirements  of this Section 9.A. are not  applicable to  Landlord's  Work
     under the Workletter.

          B. Liens.  Upon  completion of any  alteration,  Tenant shall promptly
     furnish  Landlord with sworn owner's and  contractors'  statements and full
     and final waivers of lien covering all labor and materials included in such
     alteration. Tenant shall not permit any mechanic's lien to be filed against
     the Building, or any part thereof, arising out of any alteration performed,
     or alleged to have been performed,  by or on behalf of Tenant.  If any such
     lien is filed,  Tenant shall within ten (10) days thereafter have such lien
     released  of record or deliver  to  Landlord  a bond in form,  amount,  and
     issued by a surety satisfactory to Landlord,  indemnifying Landlord against
     all costs and  liabilities  resulting from such lien and the foreclosure or
     attempted  foreclosure  thereof.  If  Tenant  fails  to have  such  lien so
     released  or  to  deliver   such  bond  to  Landlord,   Landlord,   without
     investigating the validity of such lien,


                                        9
<PAGE>

     may pay or discharge  the same,  and Tenant shall  reimburse  Landlord upon
     demand for the amount so paid by Landlord,  including  Landlord's  expenses
     and attorneys' fees.

     10.  INDEMNIFICATION AND INSURANCE.

          A.  Damage or  Injury.  Landlord  shall not be liable to  Tenant,  and
     Tenant hereby waives all claims against  Landlord or its agents,  officers,
     employees or contractors  (each a "Landlord  Party"),  for any damage to or
     loss or theft of any property or for any bodily or personal injury, illness
     or death of any person in, on or about the Premises or the Building arising
     at any time and from any cause  whatsoever,  except to the extent caused by
     the  negligence or wilful  misconduct  of the  respective  Landlord  Party.
     Tenant shall indemnify and defend each Landlord Party against and hold each
     Landlord Party  harmless from all claims,  demands,  liabilities,  damages,
     losses,  costs  and  expenses,  including  reasonable  attorneys'  fees and
     disbursements,  arising  from or  related  to any use or  occupancy  of the
     Premises,  or  any  condition  of  the  Premises,  or  any  default  in the
     performance of Tenant's  obligations under this Lease, or any damage to any
     property  (including  property of employees  and invitees of Tenant) or any
     bodily  or  personal  injury,  illness  or death of any  person  (including
     employees  of Tenant)  occurring  in, on or about the  Premises or any part
     hereof  arising  at any time and from any cause  whatsoever  (except to the
     extent  caused by the  negligence or willful  misconduct of the  respective
     Landlord Party) or occurring in, on or about any part of the Building other
     than the Premises when such damage,  bodily or personal injury,  illness or
     death is caused by any act or omission  of Tenant or its agents,  officers,
     employees or contractors.  This Section 10.A. shall survive the termination
     of this  Lease with  respect  to any  damage,  bodily or  personal  injury,
     illness or death occurring prior to such termination.

          B. Insurance Coverages and Amounts.  Tenant shall, at all times during
     the term of this Lease and at Tenant's  sole cost and  expense,  obtain and
     keep in force the insurance coverages and amounts set forth in this Section
     10.B.  Tenant  shall  maintain  commercial  general  liability   insurance,
     including contractual liability, broad form property damage liability, fire
     legal liability,  premises and completed  operations,  with limits not less
     than one million dollars  ($1,000,000)  per occurrence and aggregate,  with
     additional  umbrella  liability  coverage of not less than eighteen million
     dollars  ($18,000,000.00)  general  aggregate,  insuring against claims for
     bodily injury,  personal  injury and property  damage arising from the use,
     occupancy or maintenance of the Premises and the Building. The policy shall
     contain an exception to any pollution  exclusion  which  insures  damage or
     injury  arising  out of heat,  smoke or fumes from a hostile  fire.  Tenant
     shall maintain business auto liability  insurance with limits not less than
     one million dollars  ($1,000,000) per accident covering owned,  hired . and
     non-owned  vehicles used by Tenant.  Tenant shall maintain  umbrella excess
     liability  insurance  on a following  form basis in excess of the  required
     commercial  general  liability,   business  auto  and  employers  liability
     insurance with limits not less than five million dollars  ($5,000,000)  per
     occurrence  and  aggregate.  Tenant shall  maintain  workers'  compensation
     insurance  for all of its  employees  in  statutory  limits in the state in
     which the  Building  is located and  employers  liability  insurance  which
     affords not less than five hundred thousand


                                       10
<PAGE>

     dollars  ($500,000)  for each  coverage.  Tenant  shall  maintain  all risk
     property  insurance for all personal  property of Tenant and  improvements,
     fixtures and equipment  constructed  or installed by Tenant in the Premises
     in an amount not less than the full  replacement  cost, which shall include
     extra  expense  coverage  with  limits not less than four (4)  months  Rent
     obligation  of Tenant  under this Lease.  If required by  Landlord,  Tenant
     shall maintain boiler and machinery  insurance  against loss or damage from
     an accident from the  equipment in the Premises in an amount  determined by
     Landlord and plate glass insurance coverage against breakage of plate glass
     in the  Premises.  Any  deductibles  selected  by Tenant  shall be the sole
     responsibility of Tenant.

          C.  Insurance  Requirements.  All insurance  and all renewals  thereof
     shall be  issued by  companies  with a rating  of at least  "A-"  "VIII" or
     better in the current edition of Best's  Insurance  Reports and be licensed
     to do and doing  business  in the state in which the  Building  is located.
     Each policy shall  expressly  provide that the policy shall not be canceled
     or materially  altered  without  thirty (30) days prior  written  notice to
     Landlord and shall remain in effect  notwithstanding  any such cancellation
     or alteration  until such notice shall have been given to Landlord and such
     period of thirty  (30) days shall have  expired.  All  liability  insurance
     (except  employers  liability) shall name Landlord,  Landlord's  lender, if
     any, and  Landlord's  property  manager as  additional  insureds,  shall be
     primary  and  noncontributing  with any  insurance  which may be carried by
     Landlord,  shall afford  coverage for all claims arising out of any insured
     act,  omission,  event or condition that occurred or arose (or the onset of
     which  occurred or arose)  during the policy  period,  and shall  expressly
     provide that Landlord,  although named as an insured, shall nevertheless be
     entitled  to recover  under the  policy  for any loss,  injury or damage to
     Landlord.  All  property  insurance  shall name  Landlord  as loss payee as
     respects  Landlord's  interest in any improvements and betterments.  Tenant
     shall  deliver  certificates  of  insurance,  acceptable  to  Landlord,  to
     Landlord at least ten (10) days before the  Commencement  Date and at least
     ten (10) days before  expiration of each policy.  If Tenant fails to insure
     or fails to furnish any such insurance certificate, Landlord shall have the
     right from time to time to effect such  insurance for the benefit of Tenant
     or  Landlord or both of them,  and Tenant  shall pay to Landlord on written
     demand, as additional rent, all premiums paid by Landlord.

          D. Waiver of  Subrogation.  Each party hereto hereby waives all claims
     for  recovery  from the  other  party  for any loss or damage to any of its
     property  insured  under valid and  collectible  insurance  policies to the
     extent of any recovery  collectible  under such  insurance,  subject to the
     limitation  that this waiver  shall apply only when it is either  permitted
     or, by the use of such good faith efforts,  could have been so permitted by
     the  applicable  policy  of  insurance.  Tenant  shall  cause  its fire and
     extended coverage policy to include a provision or endorsement by which the
     insurer  expressly  waives all rights of  subrogation  which such  insurers
     might have had against Landlord.

          E.  Landlord's  Insurance.  Landlord  shall,  during  the term of this
     Lease,  procure and maintain  such property and  liability  insurance  with
     respect to the Building as is from time


                                       11
<PAGE>

     to time customarily maintained by owners of similar office buildings in the
     Itasca/Schaumburg,  Illinois  area.  Landlord  may provide  such  coverages
     through   blanket   policies   of   insurance   or  through   programs   of
     self-insurance.

     11.  FIRE OR OTHER CASUALTY.

          A.   Destruction   of  the  Building.   If  the  Building   should  be
     substantially destroyed (which, as used herein, means destruction or damage
     to at least 50% of the  Building) by fire or other  casualty,  either party
     hereto may, at its option,  terminate  this Lease by giving  written notice
     thereof to the other party  within  thirty (30) days of such  casualty.  In
     such event, the Rent shall be apportioned to and shall cease as of the date
     of such casualty. If neither party exercises this option, then the Premises
     shall  be   reconstructed   and  restored,   at  Landlord's   expense,   to
     substantially the same condition as they were prior to the casualty.

          B. Destruction of the Premises.  If the Premises are damaged, in whole
     or  in  part,  by  fire  or  other  casualty,   but  the  Building  is  not
     substantially  destroyed as provided above, or if a portion of the Building
     is destroyed,  but the Building is not substantially  destroyed as provided
     above,  such that the Premises are  inaccessible  or otherwise the Premises
     cannot be used for the conduct of business,  then the parties  hereto shall
     have the following options:

               (i) If, in Landlord's  reasonable judgment,  the Premises or such
          portion of the Building cannot be reconstructed or restored within one
          hundred twenty (120) days of such casualty to  substantially  the same
          condition  as  they  were in  prior  to such  casualty,  Landlord  may
          terminate  this Lease by written  notice given to Tenant within thirty
          (30) days of the casualty.  If, in Landlord's reasonable judgment, the
          Premises or such portion of the Building  cannot be  reconstructed  or
          restored  within one  hundred  twenty  (120) days of such  casualty to
          substantially  the  same  condition  as  they  were in  prior  to such
          casualty, but nonetheless Landlord does not so elect to terminate this
          Lease,  then  Landlord  shall notify  Tenant,  within thirty (30) days
          after the  casualty,  of the amount of time  necessary,  as reasonably
          estimated by Landlord,  to reconstruct or restore the Premises.  After
          receipt of such notice from  Landlord,  Tenant may elect to  terminate
          this Lease.  This election  shall be made by Tenant by giving  written
          notice  to  Landlord  within  thirty  (30)  days  after  the  date  of
          Landlord's  notice. If neither party terminates this Lease pursuant to
          the  foregoing,  Landlord  shall  proceed  with all due  diligence  to
          reconstruct  and  restore the  Premises  or  portions of the  Building
          sufficient to permit Tenant access to the Premises and use thereof, as
          applicable,  to substantially the same condition as they were in prior
          to the casualty. In such event this Lease shall continue in full force
          and effect to the balance of the term, upon the same terms, conditions
          and covenants as are contained  herein;  provided,  however,  that the
          Rent shall be abated in the proportion  which the approximate  area of
          the damaged or unused  portions of the Premises  portion  bears to the
          total  area in the  Premises,  from  the  date of the  casualty  until
          substantial


                                       12
<PAGE>

          completion  of  the  reconstruction  of  the  Premises  or  applicable
          portions of the Building.

               Notwithstanding the above, if the casualty occurs during the last
          twelve  (12)  months of the term of this Lease,  either  party  hereto
          shall  have the right to  terminate  this  Lease as of the date of the
          casualty, which right shall be exercised by written notice to be given
          by either party to the other party within thirty (30) days  therefrom.
          If this right is  exercised,  Rent shall be  apportioned  to and shall
          cease as of the date of the casualty.  After a casualty  occurs during
          the last twelve  (12) months of the term of the Lease,  Tenant may not
          exercise  any  renewal  options  without  first  obtaining  Landlord's
          written consent.

               Additionally,  notwithstanding  anything  contained herein to the
          contrary,  Landlord  shall  have no  duty to  repair  or  restore  the
          Premises or Building if the damage is due to an uninsurable  casualty,
          or if insurance  proceeds are  insufficient  to pay for such repair or
          restoration,  or if the  holder  of any  mortgage,  deed of  trust  or
          similar  instrument  applies  proceeds of insurance to reduce its loan
          balance and the remaining proceeds,  if any, available to Landlord are
          not  sufficient  to pay for such  repair or  restoration.  If Landlord
          elects  not to repair or  restore  the  Premises  or the  Building  as
          provided above, Landlord shall provide written notice of such election
          to Tenant within thirty (30) days after the date of the casualty.

               (ii) If, in Landlord's reasonable judgment, the Premises are able
          to be restored  within one hundred  twenty (120) days of such casualty
          to  substantially  the  same  condition  as they  were  prior  to such
          casualty,  Landlord  shall so notify Tenant within thirty (30) days of
          the casualty,  and Landlord  shall then proceed with all due diligence
          to  reconstruct  and restore the damaged  portion of the Premises,  at
          Landlord's  expense,  to  substantially  the same  condition as it was
          prior to the casualty,  Rent shall be abated in the  proportion  which
          the approximate area of the damaged portion bears to the total area in
          the  Premises  from  the  date  of  the  casualty  until   substantial
          completion  of  the  reconstruction  repairs,  and  this  Lease  shall
          continue  in full force and effect for the  balance of the term,  upon
          the same terms, conditions and covenants as are contained herein.

               (iii) If Landlord undertakes reconstruction or restoration of the
          Premises  pursuant to subparagraph  (i) or (ii) above,  Landlord shall
          use reasonable  diligence in completing such  reconstruction  repairs,
          but if Landlord  fails to  substantially  complete the same within one
          hundred  eighty  (180)  days  from  the date of the  casualty  (except
          however, if under subparagraph (i) above Landlord notified Tenant that
          it would take longer than one hundred twenty (120) days to reconstruct
          or  restore  the  Premises,  but  Tenant  nonetheless  elected  not to
          terminate the Lease but require Landlord to reconstruct or restore the
          Premises,  then the  foregoing one hundred and eighty (180) day period
          shall be extended to the time  period set forth in  Landlord's  notice
          plus



                                       13
<PAGE>

          sixty (60)  days),  except as a result of any of the  occurrences  set
          forth in Section  24.J.  below,  Tenant may, at its option,  terminate
          this  Lease  upon  giving  Landlord  written  notice  to that  effect,
          whereupon both parties shall be released from all further  obligations
          and liability hereunder.

     12.  CONDEMNATION. If the Premises or the Building is rendered untenantable
by reason of a condemnation  (or by a deed given in lieu  thereof),  then either
party may terminate  this Lease by giving  written  notice of termination to the
other party within thirty (30) days after such condemnation, in which event this
Lease shall  terminate  effective as of the date of such  condemnation.  If this
Lease so terminates,  Rent shall be paid through and  apportioned as of the date
of such  condemnation.  If such condemnation does not render the Premises or the
Building  untenantable,  this Lease shall  continue in effect and Landlord shall
promptly restore the portion not condemned to the extent reasonably  possible to
the  condition  existing  prior to the  condemnation.  In such  event,  however,
Landlord  shall not be  required  to expend an amount in excess of the  proceeds
received by Landlord from the condemning authority. Landlord reserves all rights
to  compensation  for any  condemnation.  Tenant hereby  assigns to Landlord any
right  Tenant  may have to such  compensation,  and  Tenant  shall make no claim
against Landlord or the condemning authority for compensation for termination of
Tenant's  leasehold  interest  under this Lease or  interference  with  Tenant's
business.

     13.  ASSIGNMENT AND SUBLETTING.

               A.  Landlord's  Consent.  Tenant  shall  not,  without  the prior
          written consent of Landlord: (i) assign, convey, mortgage or otherwise
          transfer  this  Lease  or any  interest  hereunder,  or  sublease  the
          Premises, or any part thereof,  whether voluntarily or by operation of
          law; or (ii) permit the use of the  Premises by any person  other than
          Tenant and its employees. Any such transfer, sublease or use described
          in the preceding  sentence (a "Transfer")  occurring without the prior
          written consent of Landlord shall be void and of no effect. Landlord's
          consent to any Transfer  shall not  constitute a waiver of  Landlord's
          right to  withhold  its  consent  to any future  Transfer.  Landlord's
          consent to any  Transfer  or  acceptance  of rent from any party other
          than Tenant shall not release  Tenant from any covenant or  obligation
          under this Lease.  Landlord  may require as a condition to its consent
          to  any  assignment  of  this  Lease  that  the  assignee  execute  an
          instrument in which such assignee  assumes the  obligations  of Tenant
          hereunder.  For the purposes of this paragraph,  the transfer (whether
          direct or  indirect)  of all or a majority of the  capital  stock in a
          corporate  Tenant  (other  than the shares of the  capital  stock of a
          corporate  Tenant  whose  stock is  publicly  traded)  or the  merger,
          consolidation or reorganization of such Tenant, the transfer of all or
          any general  partnership  interest in any  partnership  Tenant and any
          change in the manager of any limited liability company Tenant shall be
          considered a Transfer.

               B.  Standards  for  Consent.  If Tenant  desires  the  consent of
          Landlord to a Transfer,  Tenant  shall  submit to  Landlord,  at least
          thirty (30) days prior to the proposed effective date of the Transfer,
          a written notice which includes such information as Landlord



                                       14
<PAGE>

          may require about the proposed  Transfer and the transferee,  together
          with a  non-refundable  processing  fee in the  amount of one  hundred
          dollars ($100.00). If Landlord does not terminate this Lease, in whole
          or in part,  pursuant to Section 13.C, Landlord shall not unreasonably
          withhold its consent to any  assignment or sublease,  which consent or
          lack thereof shall be provided  within fifteen (15) days of receipt of
          Tenant's  notice.  Landlord  shall not be deemed to have  unreasonably
          withheld  its  consent  if,  in the  judgment  of  Landlord:  (i)  the
          transferee is of a character or engaged in a business  which is not in
          keeping with the standards or criteria used by Landlord in leasing the
          Building;  (ii) the financial condition of the transferee is such that
          it may not be able to perform its  obligations in connection with this
          Lease;  (iii)  the  transferee  is a tenant of the  Building,  unless,
          however,  Landlord cannot accommodate the space needs of such proposed
          transferee  in the  Building;  (iv) the  transferee  and Landlord have
          executed  a written  letter  of  intent  for the lease of space in the
          Building; (v) the transferee is a governmental unit; (vi) Tenant is in
          Default  under this Lease;  (vii) in the judgment of Landlord,  such a
          Transfer would violate any term,  condition,  covenant or agreement of
          the Landlord involving the Building or any other tenant's lease within
          it;  or  (viii)  any  other  basis  which  Landlord  reasonably  deems
          appropriate.  If  Landlord  wrongfully  withholds  its  consent to any
          Transfer,  Tenant's soleand exclusive remedy therefor shall be to seek
          specific  performance  of  Landlord's  obligation  to  consent to such
          Transfer; provided, however, that notwithstanding the foregoing, if it
          is  determined  by a court of  competent  jurisdiction  that  Landlord
          wilfully and maliciously  withheld its consent to a proposed Transfer,
          then, in addition to such remedy of specific performance, Tenant shall
          be entitled to direct  damages  suffered by Tenant as a result of such
          withholding.

               C.  Recapture.  Landlord  shall have the right to terminate  this
          Lease  as to that  portion  of the  Premises  covered  by a  Transfer.
          Landlord  may exercise  such right to  terminate  by giving  notice to
          Tenant at any time  within  fifteen  (15) days after the date on which
          Tenant has  furnished  to  Landlord  all of the items  required  under
          Section  13.B;  provided,  however,  that if  Landlord  so  elects  to
          terminate  this Lease as to that portion of the Premises  covered by a
          proposed transfer, then Tenant shall have the right, by written notice
          given to Landlord  within three (3) days after  receipt of  Landlord's
          election,  to revoke  Tenant's  request  for  consent to the  proposed
          Transfer, in which event Landlord's termination of this Lease shall be
          of no further  force and  effect and Tenant  shall not enter into such
          Transfer.  If Landlord  exercises  such right to  terminate,  Landlord
          shall be entitled to recover possession of, and Tenant shall surrender
          such portion of, the Premises (with  appropriate  demising  partitions
          erected at the  expense  of Tenant) on the later of (i) the  effective
          date of the proposed Transfer,  or (ii) sixty (60) days after the date
          of Landlord's notice of termination.  If Landlord exercises such right
          to terminate, Landlord shall have the right to enter into a lease with
          the proposed  transferee  without incurring any liability to Tenant on
          account  thereof.  Notwithstanding  the foregoing,  however,  Landlord
          shall not have such right to  terminate  this Lease as to a portion of
          the Premises covered by a proposed  Transfer if the proposed  Transfer
          is a sublease with a term of less than two (2) years and for less than
          7,000 square feet. If Landlord consents to any Transfer,  Tenant shall
          pay to Landlord all rent and other consideration received by Tenant in
          excess of the Rent paid by Tenant hereunder for the



                                       15
<PAGE>

          portion of the Premises so transferred. Such rent shall be paid as and
          when received by Tenant. In addition, Tenant shall pay to Landlord any
          reasonable  attorneys' or other fees and expenses incurred by Landlord
          in  connection  with any  proposed  Transfer,  whether or not Landlord
          consents to such Transfer.

               D. Assignment or Sublet to Affiliate. Notwithstanding anything to
          the  contrary in this  Section  15,  Landlord's  consent  shall not be
          required for an assignment  or sublet to an Affiliate (as  hereinafter
          defined),  and the  provisions  of  Section  15.C  above  shall not be
          applicable  to such  assignment  or  sublet,  as  long  as (a)  Tenant
          provides to Landlord evidence,  in form and substance  satisfactory to
          Landlord, that such Affiliate has a net worth greater than or equal to
          that of Tenant as of the date  hereof,  (b)  Tenant is not in  default
          under this Lease,  and (c) Tenant gives  reasonable  advance notice to
          Landlord of the proposed  assignment or sublet and reasonable evidence
          of the net worth of the  Affiliate.  No such transfer to an Affiliate,
          however,  shall release Tenant from any liability or obligation  under
          this Lease. As used herein, "Affiliate" shall mean any corporation (i)
          which then owns and controls Tenant; (ii) is then owned and controlled
          by Tenant;  (iii) is then owned and controlled by an entity  described
          in (i); (iv) with which Tenant may merge or consolidate;  or (v) which
          acquires all or  substantially  all of the capital  stock or assets of
          Tenant.

     14.  SURRENDER.   Upon  termination  of  the  Term  or  Tenant's  right  to
possession of the Premises, Tenant shall return the Premises to Landlord in good
order  and  condition,  ordinary  wear  and  damage  by fire or  other  casualty
excepted.  If Landlord  requires  Tenant to remove any  alterations  pursuant to
Section 9, then such removal shall be done in a good and workmanlike manner, and
upon such removal  Tenant shall restore the Premises to its  condition  prior to
the installation of such alterations. If Tenant does not remove such alterations
after request to do so by Landlord, Landlord may remove the same and restore the
Premises,  and Tenant  shall pay the cost of such  removal  and  restoration  to
Landlord upon demand. Tenant shall also remove its furniture,  equipment,  trade
fixtures and all other items of personal  property  from the  Premises  prior to
termination  of the Term or Tenant's  right to possession  of the  Premises.  If
Tenant does not remove such items, Tenant shall be conclusively presumed to have
conveyed the same to Landlord  without  further payment or credit by Landlord to
Tenant,  or at Landlord's sole option such items shall be deemed  abandoned,  in
which  event  Landlord  may cause such items to be removed  and  disposed  of at
Tenant's  expense,  which  shall be 120% of  Landlord's  actual cost of removal,
without notice to Tenant and without obligation to compensate Tenant.

     15.  DEFAULTS AND REMEDIES.

          A. Default.  The occurrence of any of the following shall constitute a
     default (a "Default")  by Tenant under this Lease:  (i) Tenant fails to pay
     any Rent when due and such  failure is not cured within five (5) days after
     notice from  Landlord  given in  accordance  with  Article 23 below  (which
     notice may be in the form of a  Landlord  statutory  five (5) day  notice);
     (ii)  Tenant  fails to perform any other  provision  of this Lease and such
     failure is not cured within thirty (30) days (or immediately if the failure
     involves a hazardous



                                       16
<PAGE>

     condition)  after notice from Landlord given in accordance  with Article 23
     below;  (iii) the  leasehold  interest of Tenant is levied upon or attached
     under process of law; or (iv) any voluntary or involuntary  proceedings are
     filed by or  against  Tenant  or any  guarantor  of this  Lease  under  any
     bankruptcy,  insolvency or similar laws and, in the case of any involuntary
     proceedings, are not dismissed within thirty (30) days after filing.

          B. Right of Re-Entry.  Upon the occurrence of a Default,  Landlord may
     elect to terminate this Lease or, without terminating this Lease, terminate
     Tenant's  right to possession of the Premises.  Upon any such  termination,
     Tenant  shall  immediately  surrender  and vacate the  Premises and deliver
     possession  thereof to  Landlord.  Tenant  grants to Landlord  the right to
     enter and repossess the Premises and to expel Tenant and any others who may
     be occupying  the  Premises  and to remove any and all property  therefrom,
     without  being  deemed  in  any  manner  guilty  of  trespass  and  without
     relinquishing  Landlord's  rights  to  Rent or any  other  right  given  to
     Landlord hereunder or by operation of law.

          C. Termination of Right to Possession. If Landlord terminates Tenant's
     right  to  possession  of the  Premises  without  terminating  this  Lease,
     Landlord may relet the Premises or any part thereof. In such case, Landlord
     shall  use  reasonable  efforts  to relet  the  Premises  on such  terms as
     Landlord shall reasonably deem appropriate; provided, however, Landlord may
     first lease  Landlord's  other available space and shall not be required to
     accept any tenant offered by Tenant or to observe any instructions given by
     Tenant about such reletting.  Tenant shall reimburse Landlord for the costs
     and expenses of reletting the Premises  including,  but not limited to, all
     brokerage, advertising, legal, alteration,  redecorating, repairs and other
     expenses incurred to secure a new tenant for the Premises.  In addition, if
     the  consideration  collected by Landlord  upon any such  reletting,  after
     payment of the  expenses  of  reletting  the  Premises  which have not been
     reimbursed by Tenant, is insufficient to pay monthly the full amount of the
     Rent, Tenant shall pay to Landlord the amount of each monthly deficiency as
     it becomes due. If such  consideration is greater than the amount necessary
     to pay the full amount of the Rent, the full amount of such excess shall be
     retained by Landlord and shall in no event be payable to Tenant.

          D. Termination of Lease. If Landlord  terminates this Lease,  Landlord
     may recover from Tenant and Tenant shall pay to Landlord, on demand, as and
     for liquidated and final damages,  an accelerated  lump sum amount equal to
     the amount by which  Landlord's  estimate of the  aggregate  amount of Rent
     owing from the date of such  termination  through the Expiration  Date plus
     Landlord's  estimate of the  aggregate  expenses of reletting the Premises,
     exceeds  Landlord's  estimate of the fair rental  value of the Premises for
     the same  period  (after  deducting  from such fair  rental  value the time
     needed to relet the  Premises  and the amount of  concessions  which  would
     normally be given to a new tenant) both  discounted to present value at the
     rate of five percent (5%) per annum.

          E.  Other  Remedies.  Landlord  may,  but shall not be  obligated  to,
     perform any  obligation  of Tenant  under this  Lease,  and, if Landlord so
     elects, all costs and expenses paid



                                       17
<PAGE>

     by Landlord in performing  such  obligation,  together with interest at the
     Default Rate, shall be reimbursed by Tenant to Landlord on demand.  Any and
     all remedies  set forth in this Lease:  (i) shall be in addition to any and
     all other  remedies  Landlord  may have at law or in equity;  (ii) shall be
     cumulative;  and (iii)  may be  pursued  successively  or  concurrently  as
     Landlord  may elect.  The  exercise of any remedy by Landlord  shall not be
     deemed an election of remedies or preclude  Landlord  from  exercising  any
     other remedies in the future.

          F.  Bankruptcy.  If Tenant becomes  bankrupt,  the bankruptcy  trustee
     shall not have the right to assume or assign this Lease  unless the trustee
     complies with all  requirements of the United States  Bankruptcy  Code, and
     Landlord  expressly  reserves  all  of  its  rights,  claims  and  remedies
     thereunder.

          G. Waivers of Jury Trial and Certain  Damages.  Except as specifically
     provided in Section 16 below,  Landlord  and Tenant each hereby  expressly,
     irrevocably,  fully and forever  releases,  waives and relinquishes any and
     all  right  to trial by jury  and any and all  right to  receive  punitive,
     exemplary and consequential damages from the other (or any past, present or
     future  board  member,  trustee,   director,   officer,   employee,  agent,
     representative or advisor of the other) in any claim, demand, action, suit,
     proceeding  or cause of action in which  Landlord  and Tenant are  parties,
     which in any way (directly or  indirectly)  arises out of,  results from or
     relates to any of the  following,  in each case  whether  now  existing  or
     hereafter  arising and whether based on contract or tort or any other legal
     basis: this Lease; any past,  present or future act,  omission,  conduct or
     activity with respect to this Lease; any  transaction,  event or occurrence
     contemplated  by this  Lease;  the  performance  of any  obligation  or the
     exercise of any right under this Lease;  or the  enforcement of this Lease.
     Landlord  and Tenant  reserve the right to recover  actual or  compensatory
     damages, with interest,  attorneys' fees, costs and expenses as provided in
     this Lease, for any breach of this Lease.

          H.  Venue.  If either  Landlord  or Tenant  desires to bring an action
     against  the other in  connection  with this Lease,  such  action  shall be
     brought in the federal courts located in Chicago, Illinois, or state courts
     located in DuPage  County,  Illinois.  Landlord  and Tenant  consent to the
     jurisdiction  of such  courts  and  waive  any  right to have  such  action
     transferred   from  such  courts  on  the  grounds  of  improper  venue  or
     inconvenient forum.

     16.  HOLDING OVER. If Tenant  retains  possession of the Premises after the
expiration  or  termination  of the Term or Tenant's  right to possession of the
Premises,  Tenant  shall be deemed a tenant at  sufferance  and Tenant shall pay
Rent  during  such  holding  over at 150%  times the rate in effect  immediately
preceding  such  holding  over  computed  on a monthly  basis for each  month or
partial  month  that  Tenant  remains  in  possession.  Tenant  shall  also pay,
indemnify  and  defend  Landlord  from  and  against  all  claims  and  damages,
consequential  as well as direct,  sustained by reason of Tenant's holding over.
If requested by Tenant in writing  immediately  prior to the  expiration of this
Lease,  Landlord shall inform Tenant of any agreements or on-going  negotiations
with a tenant or tenants  proposing to lease the Premises  after  expiration  or
earlier  termination of this Lease.  The provisions of this section do not waive
Landlord's right of re-entry or right to regain possession by



                                       18
<PAGE>

actions at law or inequity  or any other  rights  hereunder,  and any receipt of
payment  by  Landlord  shall not be deemed a consent  by  Landlord  to  Tenant's
remaining  in  possession  or be  construed as creating or renewing any lease or
right of tenancy between Landlord and Tenant.

     17.  SECURITY DEPOSIT.  Upon execution of this Lease,  Tenant shall deposit
the  security  deposit  set  forth  in  Item 9 of the  Schedule  (the  "Security
Deposit") with Landlord as security for the performance of Tenant's  obligations
under this Lease. Notwithstanding the foregoing, Landlord and Tenant acknowledge
that  Landlord  is  holding a  security  deposit  under the  Existing  Lease (as
hereinafter  defined) and that such security  deposit  under the Existing  Lease
shall be applied  against  and held by  Landlord  as a portion  of the  Security
Deposit hereunder and,  accordingly,  upon execution of this Lease, Tenant shall
only be responsible for depositing the balance of the Security Deposit set forth
in Item 9 of the Schedule.  Upon the  occurrence of a Default,  Landlord may use
all or any part of the  Security  Deposit for the payment of any Rent or for the
payment of any  amount  which  Landlord  may pay or become  obligated  to pay by
reason of such Default,  or to compensate  Landlord for any loss or damage which
Landlord  may suffer by reason of such  Default.  If any portion of the Security
Deposit is used, Tenant shall within five (5) days after written demand therefor
deposit  cash with  Landlord in an amount  sufficient  to restore  the  Security
Deposit to its  original  amount.  Landlord  shall not be  required  to keep the
Security  Deposit  separate  from its  general  funds,  and Tenant  shall not be
entitled to interest on the  Security  Deposit.  In no event shall the  Security
Deposit be considered an advanced  payment of Rent, and in no event shall Tenant
be entitled to use the Security  Deposit for the payment of Rent.  If no default
by Tenant exists hereunder, the Security Deposit or any balance thereof shall be
returned to Tenant within thirty (30) days after the  expiration of the Term and
vacation of the  Premises by Tenant.  Landlord  shall have the right to transfer
the Security  Deposit to any  purchaser  of the  Building.  Upon such  transfer,
Tenant shall look solely to such  purchaser for return of the Security  Deposit,
and  Landlord  shall be relieved of any  liability  with respect to the Security
Deposit.  Notwithstanding  anything contained herein to the contrary,  if Tenant
does not exercise its termination right under Section 27 below and, accordingly,
Tenant has no further rights to terminate this Lease under said Section 27, then
within  thirty (30) days after  expiration  of such time period for  exercise of
Tenant's  termination  right,  Landlord  shall  return the  security  deposit to
Tenant,  provided,  however, that Tenant is not then in default under this Lease
as of the date such termination right expired.

     18.  SUBSTITUTION  OF OTHER PREMISES.  At any time hereafter,  Landlord may
upon thirty (30) days' prior notice to Tenant  substitute for the Premises other
premises in the Building  (the "New  Premises"),  provided that the New Premises
shall be reasonably  usable for Tenant's business  hereunder,  and, if Tenant is
already in occupancy of the Premises,  then in addition  Landlord  shall pay all
reasonable  expenses  incurred  by Tenant in  connection  with such  relocation,
including  but not  limited  to  costs  of  moving,  door  lettering,  telephone
relocation,  reasonable  quantities of new  stationery and for improving the New
Premises so that they are substantially similar to the Premises. Notwithstanding
anything contained herein to the contrary,  the New Premises shall be contiguous
space on a single  floor of the  Building  and shall be no lower  than the fifth
(5th) floor of the Building.



                                       19
<PAGE>

     19.  ESTOPPEL  CERTIFICATE.  Tenant agrees that, from time to time upon not
less than ten (10) days' prior  request by Landlord,  Tenant  shall  execute and
deliver to  Landlord a written  certificate  certifying:  (i) that this Lease is
unmodified and in full force and effect (or if there have been modifications,  a
description  of such  modifications  and that this Lease as  modified is in full
force and effect); (ii) the dates to which Rent has been paid; (iii) that Tenant
is in possession of the Premises, if that is the case; (iv) that Landlord is not
in default under this Lease, or, if Tenant believes Landlord is in default,  the
nature  thereof in detail;  (v) that  Tenant has no  off-sets or defenses to the
performance of its obligations under this Lease (or if Tenant believes there are
any off-sets or defenses,  a full and complete explanation  thereof);  (vi) that
the Premises  have been  completed in accordance  with the terms and  provisions
hereof,  that Tenant has accepted the Premises and the condition  thereof and of
all  improvements  thereto and has no claims against Landlord or any other party
with respect thereto;  and (vii) such additional  matters as may be requested by
Landlord,  it being  agreed  that such  certificate  may be  relied  upon by any
prospective  purchaser,  mortgagee,  or other  person  having  or  acquiring  an
interest  in the  Building.  If Tenant  fails to execute  and  deliver  any such
certificate  within  ten days  after  request,  Tenant  shall be  deemed to have
irrevocably   appointed  Landlord  and  Landlord's   beneficiaries  as  Tenant's
attorneys-in-fact to execute and deliver such certificate in Tenant's name.

     20.  SUBORDINATION.  This  Lease is and  shall  be  expressly  subject  and
subordinate at all times to (i) any ground or underlying  lease of the Building,
now or hereafter existing, and all amendments, renewals and modifications to any
such lease,  and (ii) the lien of any  mortgage  or trust deed now or  hereafter
encumbering fee title to the Building and/or the leasehold estate under any such
lease,  unless such ground  lease or ground  lessor,  or mortgage or  mortgagee,
expressly  provides  or elects that the Lease shall be superior to such lease or
mortgage. If any such mortgage or trust deed is foreclosed, or if any such lease
is terminated,  upon request of the mortgagee, holder or lessor, as the case may
be, Tenant will attorn to the purchaser at the foreclosure sale or to the lessor
under such lease,  as the case may be. The foregoing  provisions are declared to
be  self-operative  and no further  instruments shall be required to effect such
subordination  and/or  attornment;  provided,  however,  that Tenant agrees upon
request by any such mortgagee,  holder,  lessor or purchaser at foreclosure,  to
execute and deliver such subordination  and/or attornment  instruments as may be
required by such person to confirm such subordination and/or attornment,  or any
other  documents  required  to  evidence  superiority  of the  ground  lease  or
mortgage,  should ground lessor or mortgage  elect such  superiority.  If Tenant
fails to execute  and deliver any such  instrument  or document  within ten (10)
days  after  request,  Tenant  shall be  deemed  to have  irrevocably  appointed
Landlord and Landlord's  beneficiaries as Tenant's  attorneys-in-fact to execute
and deliver such instrument or document in Tenant's name.

     21.  QUIET ENJOYMENT. As long as no Default exists, Tenant shall peacefully
and quietly have and enjoy the Premises for the Term, free from  interference by
Landlord,  subject,  however,  to the  provisions  of this  Lease.  The  loss or
reduction of Tenant's  light,  air or view will not be deemed a  disturbance  of
Tenant's occupancy of the Premises nor will it affect Tenant's obligations under
this Lease or create any liability of Landlord to Tenant.



                                       20
<PAGE>

     22.  BROKER.  Tenant represents to Landlord that Tenant has dealt only with
the broker(s) set forth in Item 10 of the Schedule (collectively,  the "Broker")
in connection with this Lease and that, insofar as Tenant knows, no other broker
negotiated  this Lease or is entitled to any commission in connection  herewith.
Tenant   agrees  to  indemnify,   defend  and  hold   Landlord  and   Landlord's
beneficiaries  and  agents  harmless  from and  against  any claims for a fee or
commission made by any broker, other than the Broker,  claiming to have acted by
or on behalf of Tenant in connection with this Lease. Landlord agrees to pay the
Broker a commission in accordance with a separate agreement between Landlord and
the Broker.

     23.  NOTICES. All notices and demands to be given by one party to the other
party  under  this  Lease  shall be given in  writing,  mailed or  delivered  to
Landlord or Tenant, as the case may be, at the following address:

          If to Landlord:         California Public Employees' Retirement System
                                  c/o Hines Interest Limited Partnership
                                  Three First National Plaza
                                  70 West Madison Street
                                  Suite 440
                                  Chicago, Illinois 60601
                                  Attn: Steve Duncan

          If to Tenant:           Mobile Data Solutions Inc.
                                  One Pierce Place
                                  Suite 1300
                                  Itasca, Illinois 60143
                                  Attn: Linda Kottis

or at such other address as either party may hereafter designate.  Notices shall
be delivered by hand or by United States certified or registered  mail,  postage
prepaid,  return receipt requested,  or by a nationally recognized overnight air
courier service. Notices shall be considered to have been given upon the earlier
to occur of actual  receipt or two (2) business days after posting in the United
States mail.

     24.  MISCELLANEOUS.

          A. Successors and Assigns.  Subject to Section 13 of this Lease,  each
     provision  of this Lease shall  extend to, bind and inure to the benefit of
     Landlord and Tenant and their respective legal representatives,  successors
     and  assigns,  and all  references  herein to Landlord  and Tenant shall be
     deemed to include all such parties.

          B. Entire Agreement.  This Lease, and the riders and exhibits, if any,
     attached  hereto which are hereby made apart of this Lease,  represent  the
     complete  agreement  between Landlord and Tenant,  and Landlord has made no
     representations or warranties except as



                                       21
<PAGE>

     expressly  set forth in this Lease.  No  modification  or  amendment  of or
     waiver under this Lease shall be binding upon  Landlord or Tenant unless in
     writing signed by Landlord and Tenant.

          C. Time of Essence.  Time is of the essence of this Lease and each and
     all of its provisions.

          D.  Execution  and  Delivery.   Submission  of  this   instrument  for
     examination  or signature by Tenant does not  constitute a  reservation  of
     space or an option for lease,  and it is not effective  until execution and
     delivery by both Landlord and Tenant.  Execution and delivery of this Lease
     by Tenant to Landlord shall  constitute an  irrevocable  offer by Tenant to
     lease the  Premises on the terms and  conditions  set forth  herein,  which
     offer may not be revoked for thirty (30) days after such delivery.

          E. Severability.  The invalidity or  unenforceability of any provision
     of this Lease shall not affect or impair any other provisions.

          F.  Governing  Law.  This Lease shall be governed by and  construed in
     accordance with the laws of the State of Illinois.

          G.  Attorneys'  Fees.  In any  action  or  proceeding  hereunder,  the
     prevailing  party  shall be  entitled  to recover  from the other party the
     prevailing  party's  reasonable  costs  and  expenses  in  such  action  or
     proceeding,  including reasonable  attorneys' fees, costs and expenses.  If
     either  party  is sued by a third  party as a result  of a  violation  of a
     covenant or warranty herein  contained by the other party hereto,  then the
     party who has violated the covenant or warranty  shall be  responsible  for
     the reasonable costs and expenses in such action or proceeding  incurred by
     the other party, including reasonable attorneys' fees, costs and expenses.

          H. Delay in Possession. In no event shall Landlord be liable to Tenant
     if Landlord is unable to deliver  possession  of the  Premises to Tenant on
     the Commencement Date for causes outside Landlord's  reasonable control. If
     Landlord is unable to deliver  possession  of the Premises to Tenant by the
     Commencement  Date, the Commencement  Date shall be deferred until Landlord
     can deliver  possession to Tenant.  As more fully provided under Article 26
     above,  the term of the  Existing  Lease shall be extended in the event the
     Commencement   Date  hereof  does  not  occur  until  after  the  scheduled
     expiration date of the Existing Lease.

          I. Joint and Several  Liability.  If Tenant is  comprised of more than
     one  party,  each such  party  shall be jointly  and  severally  liable for
     Tenant's obligations under this Lease.

          J.  Force  Majeure.  Landlord  shall not be in default  hereunder  and
     Tenant  shall  not be  excused  from  performing  any  of  its  obligations
     hereunder if Landlord is prevented from


                                       22
<PAGE>

     performing any of its obligations hereunder due to any accident,  breakage,
     strike,  shortage  of  materials,  acts  of  God  or  other  causes  beyond
     Landlord's reasonable control.

          K. Captions. The headings and titles in this Lease are for convenience
     only and shall have no effect upon the  construction or  interpretation  of
     this Lease.

          L. No Waiver.  No  receipt  of money by  Landlord  from  Tenant  after
     termination  of this Lease or after the  service of any notice or after the
     commencing  of any suit or  after  final  judgment  for  possession  of the
     Premises shall renew, reinstate,  continue or extend the Term or affect any
     such notice or suit.  No waiver of any default of Tenant or Landlord  shall
     be implied from any omission by Landlord or Tenant,  respectively,  to take
     any action on  account  of such  default  if such  default  persists  or be
     repeated,  and no express  waiver shall  affect any default  other than the
     default  specified in the express  waiver and then only for the time and to
     the extent therein stated.

          M. Hazardous Materials.

               (i) Tenant shall not cause or permit any  Hazardous  Material (as
          defined in Section 24.M(iii) below) to be brought,  kept or used in or
          about the Building by Tenant,  its agents,  employees,  contractors or
          invitees.  Tenant  hereby  indemnifies  Landlord  from and against any
          breach by Tenant of the obligations stated in the preceding  sentence,
          and agrees to defend and hold  Landlord  harmless from and against any
          and  all  loss,  damage,  cost  and/or  expenses  (including,  without
          limitation,  diminution in value of the Building, damages for the loss
          or restriction on use of rentable or usable space or of any amenity of
          the Building,  damages arising from any adverse impact on marketing of
          space in the Building,  and fees,  and expert fees) which arise during
          or after  the term of this  Lease as a  result  of such  breach.  This
          indemnification  of Landlord by Tenant includes,  without  limitation,
          costs incurred in connection with any investigation of site conditions
          or any cleanup,  remedial, removal or restoration work required by any
          federal,  state or local governmental agency or political  subdivision
          because of Hazardous  Material  present in the soil or ground water on
          or under the  Building  which  results  form  such a  breach.  Without
          limiting the foregoing,  if the presence of any Hazardous  Material in
          the  Building   caused  or   permitted   by  Tenant   results  in  any
          contamination of the Building,  Tenant shall promptly take all actions
          at its sole  expenses as are  necessary  to return the Building to the
          condition  existing  prior  to  the  introduction  of  such  Hazardous
          Material to the Building;  provided that  Landlord's  approval of such
          actions,  and  the  contractors  to be used by  Tenant  in  connection
          therewith, shall first be obtained.

               (ii) It shall not be  unreasonable  for  Landlord to withhold its
          consent to any proposed  transfer,  assignment  or  subletting  of the
          Premises  if (a)  the  proposed  transferee's  anticipated  use of the
          Premises involves the generation,  storage, use, treatment or disposal
          of Hazardous Material; (b) the proposed transferee has been



                                       23
<PAGE>

          required by any prior landlord,  lender or  governmental  authority to
          take  remedial   action  in   connection   with   Hazardous   Material
          contaminating  a  property  if the  contamination  resulted  from such
          transferee's  actions or use of the property in questions;  or (c) the
          proposed  transferee is subject to an enforcement  order issued by any
          governmental authority in connection with the use, disposal or storage
          of a Hazardous Material.

               (iii) As used herein,  the term  "Hazardous  Material"  means any
          hazardous  or toxic  substance,  material or waste which is or becomes
          regulated by any local  governmental  authority  or the United  States
          Government.   The  term   "Hazardous   Material"   includes,   without
          limitation,  any  material  or  substance  which is (a)  defined  as a
          "hazardous waste,  "extremely hazardous waste," or "restricted hazards
          waste" or  similar  term under the law of the  jurisdiction  where the
          property  is  located or (b)  designated  as a  "hazardous  substance"
          pursuant to Section 311 of the Federal Water Pollution Control Act (33
          U.S.C.ss.  1317),  (c)  defined as a  "hazardous  waste"  pursuant  to
          Section 1004 of the Federal Resource Conservation and Recovery Act, 42
          U.S.C.ss. 6901 Extension Term seq. (45 U.S.C.ss. 6903), or (d) defined
          as  a   "hazardous   substance"   pursuant   to  Section  101  of  the
          Comprehensive Environmental Response,  Compensation and Liability Act,
          42 U.S.C.ss. 9601 Extension Term seq. (42 U.S.C.ss. 9601).

               (iv) As  used  herein,  the  term  "Laws"  means  any  applicable
          federal,  state or local laws,  ordinances or regulations  relating to
          any Hazardous  Material  affecting the  Building,  including,  without
          limitation,  the laws,  ordinances,  and  regulations  referred  to in
          Section 24.M(iii) above.

               (v) Landlord and its employees,  representatives  and agent shall
          have  access  to  the  Building  during   reasonable  hours  and  upon
          reasonable notice to Tenant in order to conduct periodic environmental
          inspections  and  tests  of  Hazardous  Waste   contamination  of  the
          Building.

          N. Limitation of Liability. The term Landlord as used in this Lease so
     far as covenants or obligations on the part of Landlord are concerned shall
     be  limited  to mean and  include  only the  owner or owners at the time in
     question of the Landlord's  interest in the Building.  Tenant  acknowledges
     and agrees,  for itself and its  successors  and assigns,  that no trustee,
     director, officer, employee or agent of Landlord shall be personally liable
     for any of the terms,  covenants or obligations of Landlord hereunder,  and
     Tenant  shall look solely to  Landlord's  interest in the  Building for the
     collection of any judgment (or  enforcement of any other judicial  process)
     requiring  the  payment  of money by  Landlord  with  respect to any of the
     terms,  covenants and  conditions of this Lease to be observed or performed
     by Landlord and no other property or assets of Landlord shall be subject to
     levy, execution or other enforcement procedures for the satisfaction of any
     obligation by Tenant or its successors or assigns.



                                       24
<PAGE>

          O. Signage.  Tenant shall be allocated a reasonable number of lines on
     the Building directory to identify Tenant and Tenant's employees located in
     the Building.  Additionally,  Tenant shall have the right, at its sole cost
     and  expense,  to place and  maintain  identifying  signage  on the two (2)
     existing  Building  exterior  monuments.  The design and  placement of such
     signage shall be subject to the prior approval of Landlord. Notwithstanding
     the  foregoing,  if at any time Tenant  occupies less than 25,000  rentable
     square feet of the space in the Building,  Landlord shall have the right to
     require  Tenant,  at  Tenant's  sole  cost  and  expense,  to  remove  such
     identifying  signage.  Upon the  expiration or earlier  termination of this
     Lease, Tenant shall, at Tenant's sole cost and expense, remove such signage
     from the  monuments  and repair any damage  caused by such  signage and its
     removal.

     25.  PARKING. So long as Tenant is not in default under this Lease and this
Lease  is in  full  force  and  effect,  Tenant  complies  with  the  rules  and
regulations  applicable  thereto  and  Tenant  has not  assigned  this  Lease or
subleased all or any portion of the Premises, Tenant shall be entitled to twenty
(20) parking  access card for unreserved  parking in the Building's  underground
parking  garage  free of charge  during  the Term  hereof.  Upon the  request of
Landlord,  Tenant shall  execute a Building  standard  agreement for use of such
parking access cards.

     26.  EXISTING LEASE.

          A. Existing Lease; Termination. Landlord and Tenant hereby acknowledge
     that (i) Tenant  currently  leases from Landlord  certain other premises in
     the Building  (the  "Existing  Premises"),  pursuant to that certain  Lease
     Agreement  dated April 2, 1993, as amended by that certain First  Amendment
     to Lease Agreement dated August 27, 1993, that certain Second  Amendment to
     Lease  Agreement  dated  September 1, 1994, that certain Third Amendment to
     Lease Agreement  dated February 16, 1995, that certain Fourth  Amendment to
     Lease  Agreement  dated October 23, 1995,  that certain Fifth  Amendment to
     Lease Agreement  dated March 18, 1996, that certain letter  agreement dated
     June 16, 1997,  that certain  Seventh  Amendment to Lease  Agreement  dated
     December 17, 1997,  and that certain  Eighth  Amendment to Lease  Agreement
     dated  June 1, 1998  (collectively,  the  "Existing  Lease"),  and (ii) the
     Existing Lease is scheduled to expire on November 30, 1999. Notwithstanding
     anything to the  contrary  contained  in the  Existing  Lease,  the parties
     hereby  acknowledge and agree that,  concurrent with the Commencement Date,
     the  Existing  Lease  shall be  deemed  to have  expired  by lapse of time;
     provided,  however,  that all  obligations  of Tenant  (including,  without
     limitation,  the payment of all rent and other  charges) which accrue under
     the Existing  Lease on or before the  Commencement  Date shall survive such
     early termination of the Existing Lease. Additionally, notwithstanding such
     termination of the Existing Lease,  from the Commencement  Date of the Term
     of this Lease through November 30, 1999,  Tenant shall pay as Base Rent and
     Adjustment  Rent  hereunder  an amount  equal to the Base Rent and Tenant's
     proportionate  share of taxes and Operating Costs for the Building  payable
     pursuant to the terms and  conditions of the Existing Lease for such period
     as if  such  Existing  Lease  had  not  terminated.  Without  limiting  the
     generality of the foregoing, the provisions of the Existing Lease regarding
     year end reconciliation of Tenant's



                                       25
<PAGE>

     proportionate  share of taxes and Operating  Costs shall survive such early
     termination of the Existing Lease.

          B. Cross-Default. If Tenant shall default under the Existing Lease and
     fail to cure such default  within the applicable  cure periods  thereunder,
     such fact shall constitute a Default by Tenant hereunder,  thereby enabling
     Landlord to pursue all of its rights and  remedies  under this  Lease.  If,
     from and after the date of this Lease, Tenant shall Default hereunder, such
     fact shall constitute a default by Tenant under the Existing Lease (without
     any right of Tenant to cure same),  thereby enabling Landlord to pursue all
     of its rights and remedies under the Existing Lease.

     27.  RIGHT TO TERMINATE.  Tenant shall have the option,  to be exercised as
hereinafter  provided,  to  terminate  the term of this  Lease  effective  as of
November 30, 2004 (the "Termination  Date"). Such option shall be exercised,  if
at all, time being of the essence, by written notice given by Tenant to Landlord
("Termination  Notice") no later than November 30, 2003,  and subject to payment
by Tenant to  Landlord of the sum of (a)  $396,445.90,  plus (b)  $72,075.00  if
Tenant exercises its Expansion Option (as hereinafter  defined) under Section 30
below,  plus (c) such additional  amount as may be payable for the First Refusal
Space (as hereinafter  defined) as set forth in Section 29 below,  plus (d) such
additional  amount as may be payable for the Expansion  Space if Tenant does not
exercise its  Expansion  Option under  Section 30 below but leases the Expansion
Space  pursuant to the Right of First Offer set forth in Section 31 below and if
Landlord and Tenant mutually agree that Tenant is granted the right to terminate
the lease  with  respect to the  Expansion  Space  pursuant  to Section 31 below
(collectively,  the "Termination  Fee"). The Termination Fee shall be paid on or
before May 31, 2004.  Payment of the Termination Fee shall be made in cash or by
certified or cashier's  check,  subject to  collection.  Tenant may not,  unless
Landlord otherwise agrees,  exercise its option to terminate this Lease pursuant
to this  Section 27 at any time at which a default by Tenant  exists  under this
Lease, and no such termination  shall be effective if such default exists unless
Landlord  otherwise  agrees.  Any  notice  of  exercise  of  Tenant's  option to
terminate  the  term  of this  Lease  pursuant  to  this  Section  27  shall  be
irrevocable by Tenant once given. If Tenant so exercises its option to terminate
the  term of this  Lease  and  pays to  Landlord  the  Termination  Fee as above
provided,  then effective as of the Termination Date, this Lease shall be deemed
to have  expired by lapse of time,  and Tenant  shall  return  the  Premises  to
Landlord on the  Termination  Date in accordance  with the  requirements of this
Lease.  All obligations of Tenant which accrue under this Lease on or before the
Termination Date shall survive such termination.

     28.  RIGHT TO EXTEND.

          A. Option  Period.  Provided  that the Lease is then in full force and
     effect,  that Tenant is not then in default under the Lease and that Tenant
     is then  occupying all of the Premises  having been leased to the Tenant in
     the Building, Landlord hereby grants to Tenant an option to extend the term
     of the  Lease,  on the same  terms and  conditions  set forth in the Lease,
     except that Tenant shall have no further  right to extend and except as set
     forth  below,  for one (1)  additional  five (5)  year  term  (the  "Option
     Period"). Tenant's right to exercise its



                                       26
<PAGE>

     option to extend shall be conditioned  upon  Landlord's  receipt,  no later
     than July 31, 2009, of Tenant's then current certified financial statements
     showing  a  creditworthiness   at  least  equal  to  the   creditworthiness
     demonstrated  to Landlord by Tenant prior to  execution  of the Lease.  The
     option to extend shall be exercised,  if at all, by written notice ("Option
     Notice") to Landlord  given not  earlier  than June 1, 2008,  and not later
     than November 30, 2008,  time being of the essence.  Once the Option Notice
     is given,  Tenant's  exercise of such option shall be  irrevocable.  If the
     option  hereby  granted is not so  exercised,  Tenant shall have no further
     right to extend  the term of this  Lease.  The Base Rent  during the Option
     Period  shall be the  greater  of (i) the  Base  Rent in  effect  as of the
     Expiration Date, and (ii) the annual rate of Base Rent determined to be the
     Market Rate of Base Rent (as hereinafter  defined).  Landlord shall have no
     obligation  to make  improvements,  decorations,  repairs,  alterations  or
     additions to the leased  premises as a condition to Tenant's  obligation to
     pay rent for the Option Period.

          B. Market Rate of Base Rent.  As used in this Lease,  the term "Market
     Rate of Base Rent" shall mean the then  prevailing  annual  rental rate per
     square foot of rentable area of space in the  Itasca/Schaumburg,  Illinois,
     market  area,  comparable  in area and  location to the space for which the
     Market  Rate of Base  Rent is  being  determined  and  being  leased  for a
     duration  comparable to the period for which such space is to be leased for
     periods  commencing on or about the commencement of the term of such space.
     The  Market  Rate  of  Base  Rent  shall  be   determined  by  taking  into
     consideration  comparable  fact  situations in comparable  buildings in the
     Itasca/Schaumburg, Illinois, market area. In determining the Market Rate of
     Base Rent, the following shall be taken into consideration:  whether or not
     the lease is a renewal of an existing lease,  use, location and floor level
     within the  applicable  building,  the tenant  improvements  already in the
     space for  which the  Market  Rate of Base  Rent is being  determined,  the
     location,  quality,  age and reputation of the building,  the definition of
     rentable  area or net  rentable  area,  as the case may be, with respect to
     which such rental rates are computed, leasehold improvements being provided
     (if any), rental concessions,  abatements or other monetary inducements (if
     any), the term of the lease under  consideration and the extent of services
     provided  thereunder,  applicable  distinctions  between "gross" leases and
     "net" leases,  base year figures (if any) for escalation purposes and other
     adjustments  (including by way of indexes) to base rental (if any); and may
     take into consideration any other relevant term or condition in making such
     evaluation.

          C.   Arbitration.   Landlord   shall  notify   Tenant  of   Landlord's
     determination of the Market Rate of Base Rent within thirty (30) days after
     receipt of Tenant's  Option Notice.  If Tenant  disagrees  with  Landlord's
     determination of the Market Rate of Base Rent, Tenant shall notify Landlord
     of such  disagreement  within  ten (10) days after  receipt  of  Landlord's
     determination  of the Market Rate. If Tenant fails to so notify Landlord of
     Tenant's   disagreement   within  the  required  time  period,   Landlord's
     determination  of the Market  Rate of Base Rent shall be binding on Tenant.
     If Tenant so notifies Landlord that Landlord's  determination of the Market
     Rate of Base Rent is not  acceptable to Tenant,  Landlord and Tenant shall,
     during the thirty (30) day period after Tenant's  notice,  attempt to agree
     on the  Market  Rate of Base  Rent.  If  Landlord  and Tenant are unable to
     agree, Tenant shall either



                                       27
<PAGE>

     (i) accept Landlord's determination of the Market Rate of Base Rent or (ii)
     submit the  determination  to binding  arbitration  as provided  below.  If
     Tenant fails to so notify Landlord of Tenant's election under the preceding
     sentence  within said thirty (30) day period,  Tenant  shall deemed to have
     accepted   Landlord's   determination.   If  Tenant  elects  to  submit  to
     arbitration the determination of the Market Rate of Base Rent, Landlord and
     Tenant  shall  select an expert  within  fifteen  (15) days after  Tenant's
     election to arbitrate.  Such expert shall be experienced in leasing similar
     office  real  estate and be  familiar  with  similar  office  buildings  in
     Itasca/Schaumburg,  Illinois,  area.  If Landlord  and Tenant are unable to
     agree upon an expert within said fifteen (15) day period, then Landlord and
     Tenant  shall  each  select  an  expert  within  five  (5) days  after  the
     expiration of said fifteen (15) day period. Each such expert shall meet the
     same qualifications.  If two (2) experts are so selected, then both experts
     so selected shall within fifteen (15) days after their  selection  select a
     third  expert  who shall also meet the same  qualifications.  The expert or
     experts,  as the case may be, so selected  shall  within  fifteen (15) days
     after the  selection  independently  formulate  its or their opinion of the
     Market Rate.  If one expert is selected,  the  determination  of the Market
     Rate of Base Rent by such expert shall be binding upon Landlord and Tenant.
     If three (3) experts are selected,  then the three (3) opinions  shall then
     be averaged and such average shall be the Market Rate of Base Rent and such
     determination of the Market Rate of Base Rent by the three experts shall be
     binding upon Landlord and Tenant.  If one (1) expert is selected,  Landlord
     and Tenant  shall  share  equally  the costs of such  expert.  If three (3)
     experts are  selected,  Landlord and Tenant shall each pay for the services
     of its expert and shall share equally the costs of the third expert.

     29.  RIGHT OF FIRST REFUSAL.

          A. Grant.  Landlord hereby grants Tenant the option to lease, upon the
     terms and conditions  hereinafter set forth, all or any portion of the 12th
     floor of the  Building  (the  "First  Refusal  Space")  under the terms and
     conditions of this Section 29.  Tenant  acknowledges  and agrees,  however,
     that its  rights  hereunder  are  subject  and  subordinate  to any and all
     previous  rights  granted to other  tenants of the Building with respect to
     the First Refusal Space.

          B.  Landlord's  Notice.  If during the Term  hereof  Landlord  reaches
     substantial  agreement  on the  basic  business  terms  of a  lease  with a
     prospective  tenant (the "Prospective  Tenant") to lease all or any portion
     of the First Refusal Space, then Landlord shall notify Tenant in writing (a
     "Landlord's Notice") setting forth (i) the location,  (ii) the availability
     date (a "Refusal Space  Commencement  Date"),  (iii) the term; (iv) the net
     rentable  area,  (v) the rental rate and (vi) all other economic terms upon
     which Landlord is prepared to lease such portion of the First Refusal Space
     to  the  Prospective  Tenant.  In  addition  to  the  foregoing  terms,  if
     applicable,  Landlord's  Notice shall set forth the additional  Termination
     Fee which will be payable by Tenant for such offered  First  Refusal  Space
     under Section 27 above.



                                       28
<PAGE>

          C. Tenant's  Notice.  Tenant's right to lease the portion of the First
     Refusal Space described in Landlord's  Notice upon the terms and conditions
     set forth therein  shall be  exercisable  by written  notice from Tenant to
     Landlord  given not less than five (5) days after the giving of  Landlord's
     Notice, time being of the essence. Tenant may exercise its option only with
     respect to all of the premises  described  in  Landlord's  Notice,  and not
     portions  thereof.  If Tenant  exercises  its option  with  respect to such
     portion  of the First  Refusal  Space,  such  space  shall be rented in the
     condition contemplated by the applicable Landlord's Notice. If Tenant fails
     to notify  Landlord  in  writing  that it will lease the  designated  First
     Refusal Space within the prescribed  five (5) day period,  Tenant's  rights
     under this Section as to such portion of the First Refusal Space  described
     in said  Landlord's  Notice shall  terminate,  and  Landlord  shall have no
     further  obligation  under this Section with respect to such portion of the
     First Refusal Space.

          D.  Conditions.  Tenant may  exercise  its option to lease the offered
     portion of the First Refusal Space,  and an exercise  thereof shall be only
     effective,  if at the time of  Tenant's  exercise  of the option and on the
     applicable Refusal Space Commencement Date, this Lease is in full force and
     effect and there are no events or circumstances  which,  with the giving of
     notice or the  passage  of time,  or both,  could  constitute  a default by
     Tenant under this Lease,  and inasmuch as this option is intended  only for
     the benefit of the original Tenant named in this Lease, the entire Premises
     are occupied by the original Tenant (or permitted  affiliated  sublessee of
     Tenant)  named  herein and the Tenant has neither  assigned  this Lease nor
     sublet  all or any  portion  of the  Premises  (other  than to a  permitted
     affiliated  sublessee of Tenant).  Without limitation of the foregoing,  no
     sublessee  or  assignee  (other than a permitted  affiliated  sublessee  of
     Tenant) shall be entitled to exercise any right or option hereunder, and no
     exercise of any right or option  hereunder  by the  original  Tenant  named
     herein shall be  effective  in the event said Tenant  assigns this Lease or
     subleases all or part of the Premises (other than to a permitted affiliated
     sublessee of Tenant) prior to the  applicable  Refusal  Space  Commencement
     Date.

          E.  Possession.  In the event  Landlord is unable to deliver to Tenant
     possession  of any  portion  of the First  Refusal  Space on or before  the
     applicable  Refusal  Space  Commencement  Date for any  reason  whatsoever,
     Landlord  shall not be subject to any liability for such failure to deliver
     possession.  Such failure to deliver possession shall not affect either the
     validity  of this  Lease or the  obligation  of either  Landlord  or Tenant
     hereunder  or be  construed  to extend the  expiration  of the Term of this
     Lease either as to such portion of the first  Refusal  Space or the balance
     of the Premises.

          F. Amendment.  If Tenant has validly  exercised its right to lease any
     First Refusal Space, then, within forty-five (45) days after the request by
     either party,  Landlord and Tenant shall enter into a written  amendment of
     this Lease  confirming the terms,  conditions and provisions  applicable to
     such  portion  of the  First  Refusal  Space as  determined  in  accordance
     herewith.



                                       29
<PAGE>

     30.  EXPANSION  OPTION.  Provided that this Lease is then in full force and
effect,  that Tenant is not then in default  under this Lease and that Tenant is
then  occupying  all of the  Premises  having  been  leased to the Tenant in the
Building,  Tenant shall have the option (the  "Expansion  Option") to lease all,
but not less than all, of the 3,642 square feet of rentable area adjacent to the
initial Premises as depicted on Exhibit A-1 hereto (the "Expansion  Space") upon
the following terms and conditions.  Tenant may exercise the Expansion Option by
written notice (the "Exercise Notice") given to Landlord no later than August 1,
1999,  time being of the  essence.  Exercise of the  Expansion  Option  shall be
irrevocable.  If the Expansion Option is not so exercised,  the Expansion Option
shall expire and be of no further  force or effect.  If Tenant has exercised its
Expansion  Option,  the  Expansion  Space shall be included in the  Premises and
shall be leased under the terms and conditions  set forth in this Lease,  except
as follows:

          (a) The commencement  date for the Lease with respect to the Expansion
     Space shall be December 1, 1999.

          (b) Base Rent for the  Expansion  Space  (the  "Expansion  Space  Base
     Rent") shall be as follows:

          Period                     Monthly               Annual Base
                                    Base Rent                 Rent

    12/1/99 - 11/30/00              $3,808.93              $45,707.16

    12/1/00 - 11/30/01              $7,769.60              $93,235.20

    12/1/01 - 11/30/02              $7,921.35              $95,056.20

    12/1/02 - 11/30/03              $8,073.10              $96,877.20

    12/1/03 - 11/30/04              $8,224.85              $98,698.20

    12/1/04 - 11/30/05              $8,376.60              $100,519.20

    12/1/05 - 11/30/01              $8,528.35              $102,340.20

    12/1/06 - 11/30/07              $8,680.10              $104,161.20

    12/1/07 - 11/30/08              $8,831.85              $105,982.20

    12/1/08 - 11/30/09              $8,983.60              $107,803.20


All  references  in this  Lease to Base  Rent  shall be deemed  to  include  the
Expansion Space Base Rent.



                                       30
<PAGE>

          (b) The rentable  square footage of the Premises shall be increased by
     3,642 square feet to 32,900  square feet and Tenant's  proportionate  share
     shall be correspondently increased to 6.262%.

          (c)  Landlord   shall  have  no  obligation   to  make   improvements,
     decorations,  repairs, alterations or additions to the Expansion Space as a
     condition  to  Tenant's  obligation  to pay Rent for the  Expansion  Space,
     except,  however,  Landlord  shall  provide to Tenant a tenant  improvement
     allowance equal to $91,050.00 (i.e., $25.00 per rentable square foot of the
     Expansion Space). Said allowance shall be provided to Tenant under the same
     terms and conditions as Landlord's Contribution is provided to Tenant under
     the  Workletter.  Landlord shall  construction  Tenant  Improvements in the
     Expansion  Space pursuant to the Workletter  attached  hereto,  except that
     Tenant shall provide Tenant's  Specifications for the leasehold improvement
     work in the Expansion  Space within thirty (30) days after  delivering  the
     Exercise Notice to Landlord.

          (d) Other than the tenant improvement allowance provided in clause (c)
     above,  Tenant shall not be entitled to any other  monetary  inducements in
     connection with the Expansion Space  notwithstanding  anything contained in
     this Lease to the contrary.

If Tenant leases the Expansion  Space pursuant to this Section 30,  Landlord and
Tenant shall execute and deliver an amendment to this Lease reflecting the lease
by Landlord to Tenant of the Expansion Space on the terms provided above,  which
amendment  shall be executed and delivered  promptly after Tenant  exercises its
rights under this Section 30.

     31.  RIGHT OF FIRST  OFFER.  If Tenant does not exercise its right to lease
the Expansion Space pursuant to Section 30 above,  Landlord may thereafter lease
such space or portion or portions thereof.  If such space  subsequently  becomes
available  for  leasing  during the Term of this Lease after the  expiration  or
earlier termination of such lease of the Expansion Space, Landlord hereby grants
to Tenant the right to lease, on the terms and conditions hereinafter set forth,
the Expansion Space;  provided,  however,  that this Lease is then in full force
and effect,  that  Tenant is not in default  under this Lease and that Tenant is
occupying all of the Premises  having been leased to Tenant in the Building.  If
after expiration of such existing lease during the Term hereof,  Landlord elects
to market the Expansion Space, or applicable portion thereof,  to third parties,
Landlord shall give Tenant written notice that the Expansion  Space is available
for leasing,  which notice shall include  Landlord's  determination  of the then
Market Rate of Base Rent for the  Expansion  Space,  as  determined by Landlord,
which determination is not subject to arbitration under Section 28.C. above, the
commencement  date and expiration  date and all other relevant  economic  terms.
Tenant  shall have the right to lease the  Expansion  Space  under the terms and
conditions set forth in Landlord's notice, including Landlord's determination of
the Market Rate of Base Rent,  by written  notice  given to Landlord  within ten
(10) days  after  Tenant's  receipt  of  Landlord's  notice,  time  being of the
essence.  Tenant  may only  lease  the  entire,  but not less  than the  entire,
Expansion  Space.  If Tenant  timely  elects to exercise its right  hereunder to
lease the  Expansion  Space,  then  within ten (10) days  after  such  election,
Landlord  and Tenant shall enter into a lease of such  Expansion  Space upon the
terms



                                       31
<PAGE>

and conditions set forth in Landlord's  notice on Landlord's  then standard form
lease for the  Building.  If Tenant does not timely  exercise its right to lease
the Expansion  Space  hereunder,  then this right of first offer shall terminate
and be of no force and effect and Landlord may lease and thereafter release such
space on such terms and conditions as Landlord may desire.


     IN WITNESS WHEREOF, the parties hereto have executed this Lease in a manner
sufficient to bind them as of the day and year first above written.


LANDLORD:

HINES NATIONAL OFFICE PARTNERS LIMITED PARTNERSHIP,
as agent and authorized representative for STATE OF CALIFORNIA
PUBLIC EMPLOYEES' RETIREMENT SYSTEM

By:  Hines Fund Management, L.L.C., a Delaware
     limited liability company, its general partner

     By:  Hines Interests Limited Partnership, a Delaware
          limited partnership, its member

          By:   Hines Holdings, Inc., a Texas corporation,
                its general partner

                By:  /s/ Daniel MacEachron
                     -----------------------------------------
                     Daniel MacEachron, Vice President [illegible]
                     [illegible]

TENANT:

MOBILE DATA SOLUTIONS INC.,
a Delaware corporation


By: /s/ Geoffrey Engerman
   ---------------------------------
Names: Geoffrey Engerman
      ------------------------------
Its:   Vice President
    --------------------------------







                                       32
<PAGE>

                                    EXHIBIT A

                             FLOOR PLAN OF PREMISES






                            [Floor Plan of Premises]








One Pierce Place
West Tower Floor Plan
13th Floor SE





                                      A-1
<PAGE>

                                   EXHIBIT A-1

                          FLOOR PLAN OF EXPANSION SPACE











                         [Floor Plan of Expansion Space]









One Pierce Place
West Tower Floor Plan
13th Floor SE





                                     A-1-1
<PAGE>

                                    EXHIBIT B

                                   WORKLETTER


TO:    Mobile Data Solutions Inc.

       Re:  One Pierce Place, Itasca, Illinois

Ladies and Gentlemen:

Simultaneously  with the execution of this  Workletter,  you  ("Tenant") and the
undersigned  ("Landlord")  are entering into an Office Space Lease (the "Lease")
pertaining  to  certain  Premises  (as  defined  in the  Lease) in the  building
referred  to above.  Capitalized  terms  used  herein  shall  have the  meanings
ascribed to them in the Lease, unless otherwise defined herein.

In consideration of the covenants contained in this Workletter and in the Lease,
Landlord and Tenant agree as follows:

Tenant's
Plans               1. Tenant has indicated that it desires  Landlord to perform
               certain  leasehold  improvement work in the Premises (the "Work")
               pursuant to plans,  drawings,  specifications  and finish details
               (collectively,   "Tenant   Specifications")  which  Tenant  shall
               hereafter  deliver to  Landlord  in  sufficient  detail to enable
               Landlord's  architects  and  engineers  to  prepare  the  Working
               Drawings (as defined in Paragraph 2 below).  Tenant shall deliver
               acceptable  Tenant's  Specifications to Landlord on or before May
               14,  1999.  The  scope  of the  Work  hereunder  and  the  Tenant
               Specifications  to be furnished by Tenant relative  thereto shall
               be  subject  to  Landlord's  consent  and  approval,  at its sole
               discretion.  Approval  by  Landlord  of  the  Work  and  Tenant's
               Specifications  shall not  constitute any warranty by Landlord to
               Tenant of the adequacy of the design for Tenant's intended use of
               the leased premises.

Working
Drawings            2. If necessary for the  performance  of the Work,  Landlord
               shall prepare final working drawings and  specifications  for the
               Work (the "Working Drawings") based upon Tenant's  Specifications
               and the additional plans, drawings, specifications, final details
               and other  information  furnished  by Tenant  to  Landlord  under
               Paragraph 1 above. Tenant shall approve the Working Drawings,  or
               any revised  Working  Drawings,  within three (3)  business  days
               after receipt of same from  Landlord.  If Tenant fails to approve
               the Working Drawings,  or any revised Working Drawings,  or fails
               to object in writing in sufficient  detail to enable  Landlord to
               revise the Working  Drawings,  if appropriate,  within such time,
               such Working Drawings shall be deemed approved, except that as to
               revisions requested by Tenant, Tenant



                                      B-1
<PAGE>

               shall be deemed to have  abandoned  its request for  revisions to
               the Working Drawings. If Tenant raises an objection or requests a
               modification  (other  than to bring  the  Working  Drawings  into
               conformity   with  the  Tenant's   Specifications,   as  Tenant's
               Specifications   may  have  been   revised  to  comply  with  the
               requirements  of  any  applicable  codes,  laws,   ordinances  or
               regulations),  then any  delay  caused  by  Tenant's  failure  to
               approve the Working Drawings within three (3) days after delivery
               of the Working Drawings shall constitute  Tenant Delay as defined
               in  Paragraph  6  below.   The   requirements  of  the  preceding
               provisions  of this  Paragraph 2 shall be repeated  until  Tenant
               approves the Working  Drawings or until the Working  Drawings are
               deemed approved.

Performance
of the Work         3. Landlord shall perform,  and the Work shall include,  (i)
               any costs  associated with Landlord's  preparation of the Working
               Drawings,  (ii) demolition of existing improvements in the leased
               premises,  (iii) the work shown on the  Working  Drawings  (or on
               Tenant's  Specifications if no Working Drawings are prepared) and
               (iv)  any  Additional  Work  which  Landlord  agrees  to  perform
               pursuant to Paragraph 7.

Payment             4. Landlord shall pay up to a maximum of $438,870.00  toward
               the cost of the Work  ("Landlord's  Contribution").  Tenant shall
               pay Landlord, as additional rent under the Lease, all cost of the
               Work in excess of  Landlord's  Contribution  (such  excess  being
               referred to as "Tenant's Contribution").  If the cost of the Work
               is  less  than  Landlord's  Contribution,  Tenant  shall  not  be
               entitled  to any  credit  or  payment  for said  unused  amounts.
               Notwithstanding the foregoing,  however, up to $146,290.00 of any
               unused portion of Landlord's  Contribution may be used to pay for
               moving  expenses  incurred by Tenant in moving into the Premises,
               up to $87,774.00 of any unused portion of Landlord's Contribution
               may be used to pay for  furniture to be installed in the Premises
               and  up to  $146,290.00  of  the  unused  portion  of  Landlord's
               Contribution  may be used by Tenant at any time prior to November
               30, 2004, to reimburse  Tenant for additional  Alterations in the
               Premises.  Prior to commencing the Work,  Landlord will submit to
               Tenant a written estimate of the cost of the Work, which estimate
               shall  include  cost of all labor  and  materials  and  insurance
               premiums charged by contractors.  Tenant agrees, within three (3)
               business  days after  submission  of such  estimate of costs,  to
               execute  and  deliver  to  Landlord,  in the form  then in use by
               Landlord,  an  authorization  to  proceed  with the Work and that
               portion of the Work to be paid for by Tenant,  if any, and Tenant
               shall at the same time pay to  Landlord  the  amount set forth in
               Landlord's  estimate as Tenant's  Contribution.  No Work shall be
               commenced  until  Tenant has fully  complied  with the  preceding
               portions of this Paragraph 4.



                                      B-2
<PAGE>

Substantial
Completion          5.  At  such  time  as  Landlord  considers  the  Work to be
               substantially  completed,  Landlord or Landlord's  architect will
               schedule a  walk-through  of the Premises with Tenant or Tenant's
               representative.  During such walk-through, Landlord or Landlord's
               architect  along  with  Tenant or  Tenant's  representative  will
               prepare  a list of minor  finish-out  and  punchlist  items to be
               completed.  The Work  being  performed  by  Landlord  (which  for
               purposes of determining  substantial  completion may exclude,  at
               Landlord's  election,  any  Additional  Work) shall be considered
               "substantially  completed" for all purposes under this Workletter
               Agreement  and the  Lease  when (i)  Itasca,  Illinois,  issues a
               certificate  of occupancy for the Premises,  or (ii) Tenant first
               takes occupancy of the Premises, whichever first occurs.

Tenant
Delay          6. There shall be no extension of the  Commencement  Date of
               the term of the  Lease  if the  Work  has not been  substantially
               completed  by  reason of any  delay  caused  by  Tenant  ("Tenant
               Delay"),  including  without  limitation,  any delay arising as a
               result of:

                    (a)  the failure of Tenant to furnish  all plans,  drawings,
                         specifications, finish details or the other information
                         required under Paragraph 1 above;

                    (b)  the failure of Tenant to approve  the Working  Drawings
                         within the period set forth in Paragraph 2 above;

                    (c)  Tenant's  requirements  for special  work or  materials
                         finishes,  or  installations  other  then as  shown  on
                         Tenant's Specifications;

                    (d)  the  performance  of any other work in the  Premises by
                         any  person,  firm  or  corporation  employed  by or on
                         behalf of Tenant,  or any  failure to complete or delay
                         in completion of such work; or

                    (e)  any other act or omission of Tenant.


Additional
Work                7. Upon  Tenant's  request  and  submission  by  Tenant  (at
               Tenant's  sole cost and  expense) of the  necessary  information,
               and/or plans and specifications for work other than the Work (the
               "Additional  Work"),  Landlord may, at its election,  perform the
               Additional  Work,  at Tenant's  sole cost and  expense.  Prior to
               commencing  any  Additional  Work  requested by Tenant,  Landlord
               shall  submit to Tenant a written  statement  of the cost of such
               Additional  Work,  which cost shall include the cost of all labor
               and materials,  insurance  premiums charged by contractors,  a 5%
               add-on charge for Landlord field supervision,  administration and
               overhead  and a 5% add-on charge


                                      B-3
<PAGE>

               for general  conditions  and a proposed  Tenant  Extra Order (the
               "TEO") for  Additional  Work in the standard  form then in use by
               Landlord.  If Tenant  shall  fail to enter  into said TEO  within
               three (3) days  after  Tenant's  receipt  thereof,Landlord  shall
               proceed to do only the Work  specified  in the Working  Drawings.
               Tenant agrees to pay to Landlord, concurrently with its execution
               of the TEO,  the entire cost of the  Additional  Work as shown in
               the statement delivered by Landlord.

Lease
Provisions
Incorporated        8. The exculpatory  provision set forth in Paragraph 24N. of
               the Lease as well as all other terms and provisions of the Lease,
               insofar as they are applicable to this Workletter Agreement,  are
               hereby incorporated herein by this reference.

Amounts
to be Rent          9. All amounts payable by Tenant to Landlord hereunder shall
               be deemed to be rent under the Lease, and upon any default in the
               payment  of  same,  Landlord  shall  have all of the  rights  and
               remedies provided for in the Lease.








                                      B-4

<PAGE>

LANDLORD:

HINES NATIONAL OFFICE PARTNERS LIMITED PARTNERSHIP,
as agent and authorized representative for STATE OF CALIFORNIA
PUBLIC EMPLOYEES' RETIREMENT SYSTEM

By:  Hines Fund Management, L.L.C., a Delaware
     limited liability company, its general partner

     By:  Hines Interests Limited Partnership, a Delaware
          limited partnership, its member

          By:   Hines Holdings, Inc., a Texas corporation,
                its general partner

                By:  /s/ Daniel MacEachron
                     -----------------------------------------
                     Daniel MacEachron, Vice President [illegible]
                     [illegible]

TENANT:

MOBILE DATA SOLUTIONS INC.,
a Delaware corporation


By: /s/ Geoffrey Engerman
    ---------------------------------
Names: Geoffrey Engerman
      ------------------------------
Its:   Vice President
    --------------------------------




                                      B-5
<PAGE>


                                    EXHIBIT C

                              RULES AND REGULATIONS








                                      C-1
<PAGE>

                                    EXHIBIT C

                              RULES AND REGULATIONS

1.   The  sidewalks,  halls,  passages,  elevators  and  stairways  shall not be
     obstructed  by Tenant or used for any purpose other than for ingress to and
     egress from the leased premises. The halls, passages, entrances, elevators,
     stairways,  balconies  and roof are not for the use of the general  public,
     and Landlord shall be prejudicial to the safety, character,  reputation and
     interests of the Building and its tenants,  provided,  that nothing  herein
     contained  shall be  construed  to prevent such access to persons with whom
     Tenant  normally deals in the ordinary  course of its business  unless such
     persons are engaged in illegal  activities.  Tenant and its employees shall
     not go upon the roof of the  Building  without the  written  consent of the
     Landlord.

2.   The sashes, sash doors, windows,  glass lights, and any lights or skylights
     that reflect or admit light into the halls or other places of the Buildings
     shall not be  covered  or  obstructed.  The  toilet  rooms,  water and wash
     closets and other water  apparatus  shall not be used for any purpose other
     than that for which they were constructed,  and no foreign substance of any
     kind whatsoever  shall be thrown therein,  and the expense of any breakage,
     stoppage or damage, resulting from the violation of the rule shall be borne
     by the tenant who, or whose clerk,  agents,  servants,  or visitors,  shall
     have caused it.

3.   If Landlord, by a notice in writing to Tenant, shall object to any curtain,
     blind, shade or screen attached to, or hung in, or used in connection with,
     any window or door of the leased premises, such use of such curtain, blind,
     shade or screen shall be discontinued forthwith by Tenant. No awnings shall
     be permitted on any part of the leased premises.

4.   No safes or other  objects  heavier  than the lift  capacity of the freight
     elevators of the Building  shall be brought into or installed on the leased
     premises.  Tenant  shall  not  place a load  upon any  floor of the  leased
     premises,  which  exceeds  the load per square  foot,  which such floor was
     designed to carry and which is allowed  the law.  The moving of safes shall
     occur  only  between  such  hours as may be  designated  by,  and only upon
     previous notice to the manager of the Building,  and the person employed to
     move sages in or out of the Building  must be  acceptable  to Landlord.  No
     freight,  furniture  or bulky matter of any  description  shall be received
     into the Building or carried into the elevators  except during hours and in
     a manner approved by Landlord.

5.   Tenant  shall  not  use,  keep,  or  permit  to be used or kept any foul or
     noxious  gas or  substance  in the leased  premises or permit or suffer the
     leased  premises  to  be  occupied  or  used  in  a  manner   offensive  or
     objectionable  to Landlord or other  occupants of the Building by reason of
     noise, odors, and/or vibrations, or interfere in any way with other tenants
     or those having  business  therein,  nor shall any animals or birds (except
     Seeing Eye Dogs) be brought into or kept in or about the  Building.  Tenant
     shall not place or install  any  antennae  or  aerials  or similar  devices
     outside of the leased premises.

6.   Tenant shall not use or keep in the Building  any  inflammables,  including
     but not  limited  to  kerosene,  gasoline,  naphtha,  and  benzene  (except
     cleaning fluids in small quantities and when in containers  approved by the
     Board  of   Underwriters),   or  explosives   or  any  other   articles  of
     intrinsically  dangerous  nature,  or use any method of heating  other than
     that supplied by Landlord.



<PAGE>

7.   If Tenant  desires  telephone or telegraph  connections  or alarm  systems,
     Landlord will direct  electricians  as to where and how the wires are to be
     introduced.  No boring or  cutting  for  wires or  otherwise  shall be made
     without specific directions from Landlord.

8.   Tenant, upon the termination of the tenancy,  shall deliver to the Landlord
     all the keys of  offices,  rooms and  toilet  rooms  which  shall have been
     furnished  Tenant or which Tenant shall have had made,  and in the event of
     loss of any keys so furnished shall pay the Landlord therefor.

9.   Tenant shall not put down any floor covering in the leased premises without
     the  Landlord's  prior  approval of the manner and method of applying  such
     floor covering.

10.  On  Saturdays,  Sundays and legal  holidays,  and on other days between the
     hours  of 8 p.m.  and 8 a.m.,  access  to the  Building,  or to the  halls,
     corridors,  elevators  or  stairways  in the  Building,  or to  the  leased
     premises may be refused  unless the person  seeking  access is known to the
     watchman  of  the  Building  in  charge  and  has a  pass  or  is  properly
     identified. Services to be provided to the Tenant as previously outlined in
     this lease shall be provided  only during those hours in which the Building
     is open to the public.  Landlord shall in no case be liable for damages for
     the  admission  to or  exclusion  from the  Building of any person whom the
     Landlord has the right to exclude under Rule 1 above.  In case of invasion,
     mob, riot,  public  excitement,  or other commotion,  Landlord reserves the
     right to prevent access to the Building  during the continuance of the same
     by  closing  the  doors or  otherwise,  for the  safety of the  tenants  or
     Landlord and protection in the Building.

11.  Tenant  assumes full  responsibility  for  protecting its space from theft,
     robbery and pilferage  which includes  keeping doors locked and windows and
     other means of entry to the leased premises closed.

12.  Tenant shall not alter any lock or install a new or additional  lock or any
     bolt on any door of the leased  premises  without prior written  consent of
     Landlord.  If Landlord  shall give its  consent,  Tenant shall in each case
     furnish Landlord with a key or any such lock.

13.  In  advertising  or  other  publicity,  without  Landlord's  prior  written
     consent,  Tenant  shall  not use the  name of the  Building  except  as the
     address of its business and shall not use pictures of the Building.

14.  Tenant shall not make any  room-to-room  canvass to solicit  business  from
     other  tenants in the  Building;  and shall not  exhibit,  sell or offer to
     sell,  use,  rent  or  exchange  in or  from  the  leased  premises  unless
     ordinarily  embraced  within  the  Tenant's  use  of  the  leased  premises
     specified herein.

15.  Tenant shall not waste electricity, water or air conditioning and agrees to
     cooperate  fully with  Landlord to assure most  effective  operation of the
     Building's heating and air conditioning, and shall not allow the adjustment
     (except by Landlord's  authorized building personnel) of any controls other
     than room  thermostats  installed  for  Tenant's  use.  Tenant  shall  keep
     corridor doors closed and shall not open any windows except that if the air
     circulation  shall not be in  operation,  windows  that are openable may be
     opened with Landlord's consent.

16.  Tenant shall not do any cooking in the leased premises or engage any coffee
     cart service.



<PAGE>

17.  Any  wallpaper  or vinyl  fabric  materials,  which  Tenant may  install on
     painted  walls,  shall be applied  with a strippable  adhesive.  The use of
     nonstrippable  adhesives  will cause damage to the walls when materials are
     removed,  and repairs made  necessary  thereby shall be made by Landlord at
     Tenant's expense.

18.  Tenant shall  provide and maintain hard surface  protective  mats and under
     all desk chairs which are equipped with casters to avoid excessive wear and
     tear to carpeting. If Tenant fails to provide such mats, the cost of carpet
     repair or replacement  made necessary by such excessive wear and tear shall
     be charged to and paid for by Tenant.

19.  Tenant  will  refer  all  contractors,   contractor's  representatives  and
     installation technicians,  rendering any service to Tenant, to Landlord for
     Landlord's  supervision,  approval,  and control before  performance of any
     contractual  service.  This provision  shall apply to all work performed in
     the Building including  installations of telephones,  telegraph  equipment,
     electrical   devices  and  attachments  and  installations  of  any  nature
     affecting floors, walls, woodwork,  trim, windows,  ceilings,  equipment or
     any other physical portion of the Building.

20.  Movement in or out of the Building of furniture, office equipment, or other
     bulky materials,  or movement through the Building entrances or lobby shall
     be restricted to hours designated by Landlord.  All such movements shall be
     under  supervision  of Landlord and in the manner agreed between Tenant and
     Landlord  by  prearrangement   before   performance.   Such  prearrangement
     initiated by Tenant will include  determination  by Landlord and subject to
     his  decision and control,  of the time,  method,  and routing of movement,
     limitations  imposed by safety or other  concerns  which may  prohibit  any
     article,  equipment or any other item from being brought into the Building.
     Tenant is to assume all risk as to damage to  articles  moved and injury to
     persons  or public  engaged  or not  engaged  in such  movement,  including
     equipment,  property,  and personnel or Landlord if damaged or injured as a
     result of acts in connection with carrying out this service for Tenant from
     time of entering  property to completion of work; and Landlord shall not be
     liable for acts of any person engaged in, or any damage or loss to any said
     property or persons  resulting from any act in connection with such service
     performed  for  Tenant  and  Tenant  hereby  agrees to  indemnify  and hold
     harmless  Landlord  from and  against  any such  damage,  injury,  or loss,
     including attorneys' fees.

21.  No portion of Tenant's area or any other part of the Building  shall at any
     time be used or occupied as sleeping or lodging quarters.

22.  Landlord  will not be  responsible  for lost or stolen  personal  property,
     equipment,  money,  or  jewelry  from  Tenant's  area or any  public  rooms
     regardless  of whether  such loss occurs  when such area is locked  against
     entry or not.

23.  Employees  of Landlord  shall not receive or carry  messages  for or to any
     tenant or other  person,  nor contract with or render free or paid services
     to any tenant or tenant's agents,  employees,  or invitees; in the event of
     Landlord's  employees perform such services,  such employee shall be deemed
     the agent of tenant  regardless  of whether or how payment is arranged  for
     services and Landlord is expressly  relieved  from any and all liability in
     connection  with any such services and any  associated  injury or damage to
     person or property.



<PAGE>

24.  Tenant and its  employees,  agents,  and invitees  shall observe and comply
     with the driving and parking signs and markers on the property  surrounding
     the Building.

25.  Tenant shall not place,  install,  or operate on the leased  premises or in
     any part of the Building,  any coffee making device  equipment  without the
     prior written acknowledgement of Landlord.

26.  Tenant shall give prompt  notice to Landlord of any accidents to or defects
     in  plumbing,  electrical  fixtures,  or  heating  apparatus  so that  such
     accidents or defects may be attended to promptly.

27.  The  directories of the Building shall be used  exclusively for the display
     of the name and  location of the  tenants  only and will be provided at the
     expense  of  Landlord.  Any  additional  names  requested  by  Tenant to be
     displayed in the directories must be approved by Landlord and, if approved,
     will be provided at the sole expense of Tenant.

28.  No vending  machines of any description  shall be installed,  maintained or
     operated in any part of the Building without written consent of Landlord.

29.  Tenant  shall  comply  with the rules and  regulations  of the  Development
     attached  hereto or  delivered  to Tenant as provided in Paragraph 7 of the
     lease.

30.  Landlord  reserves  the right to make such other and  reasonable  rules and
     regulations  as in its  judgment  may from time to time be  needed  for the
     safety,  care and cleanliness of the Building,  and for the preservation of
     good order therein.