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                                                                   EXHIBIT 10.17
                                     FORM OF
                                    SUBLEASE


         THIS SUBLEASE (the "SUBLEASE") made as of this ______ day of
___________, 2000 by and between MOTOROLA, INC., a Delaware corporation,
("SUBLESSOR") and PROPEL, INC., a Delaware corporation, and subsidiary of
Motorola, Inc. ("Sublessee").


                              W I T N E S S E T H:

         WHEREAS, WOODFIELD REALTY HOLDING COMPANY, LLC, a Delaware limited
liabilaity company and successor in interest to WOODFIELD CORPORATE CENTER JOINT
VENTURE, an Illinois General Partnership, ("LANDLORD"), entered into that
certain Lease Agreement dated June 17, 1992, 1994 (the "PRINCIPAL LEASE"),
whereby Sublessor's predecessor in interest MOTOROLA NORTEL Communication Co., a
Delaware general partnership, as Tenant, leased from Landlord those certain
premises, specifically Suites 1700, 1800 and 1900 located in the building
commonly known as the 425 Woodfield Corporate Center and located at 425 North
Martingale Road, Schaumburg, Illinois 60173, as more particularly described in
the Principal Lease and referred to therein as "DEMISED PREMISES", a true,
correct and complete copy of which is attached hereto as EXHIBIT A and
incorporated herein by reference; and

         WHEREAS, MOTOROLA NORTEL Communication Co. was entitled to assign the
Lease to Motorola, Inc. without the consent of Landlord and such assignment did
occur by First Lease Amendment dated May 19, 1995, whereby Motorola, Inc.
succeeded to all the rights, duties and obligations of the Tenant under the
Principal Lease; and

         WHEREAS, the Principal Lease was further amended by the Second Lease
Amendment dated October 14, 1996 and the Third Lease Amendment dated September
2, 1999; and

         WHEREAS, Sublessee desires to sublease from Sublessor a portion of the
premises and Sublessor desires to sublease to Sublessee a portion of the
premises upon the terms and conditions hereinafter set forth;

         NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein, Sublessor and Sublessee hereby agree as follows:

         1.       PREMISES. Sublessor hereby subleases to Sublessee and
Sublessee hereby subleases from Sublessor for the Term (as hereinafter defined),
at the rental and upon all of the conditions and covenants set forth herein, a
portion of the Demised Premises known as the Suite 1800 as identified on EXHIBIT
B attached hereto (the "SUBLEASE PREMISES.") Sublessor and Sublessee stipulate
that the Premises comprise 19,546 rentable square feet as of the date of this
Sublease.

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         Sublessor and Sublessee specifically agree that Sublessor has the right
to partition the Demised Premises of which the Sublease Premises is a part to
allow Sublessor to occupy the remainder of such Demised Premises (not the
Sublease Premises) separately and distinctly from Sublessee.

         2.       SUBLEASE TERM. The term of this Sublease (the "TERM") shall
commence on _________________, 2000 (the "COMMENCEMENT DATE") and shall
terminate on November 5, 2002.

     Notwithstanding anything to the contrary contained in this Sublease or
the Principal Lease, Sublessee shall not have the right to renew or extend
this Sublease or the Principal Lease beyond November 5, 2002. In the event
Sublessee desires to extend its occupancy of the Sublease Premises beyond
such date, Sublessee must enter into its own lease agreement with Landlord.

         3.       RENTAL. Sublessee shall pay to the Sublessor monthly base rent
in advance in the amount of Twenty Five Thousand Two Hundred Forty Six and
92/100 Dollars ($25,246.92) ("BASE RENT") beginning with the Commencement Date
and on the first day of each and every calendar month thereafter at such place
or places as Sublessor may designate in writing from time to time, without
set-off or deduction. Sublessee shall also pay its prorata share of all
Additional Rent as defined in the Principal Lease, including, but not limited to
operating expenses and taxes.

         Sublessee shall also pay Interest at the Default Rate (as defined
below) from the due date of each payment of Rent until paid. As used herein, the
term "DEFAULT RATE" shall mean the lower of (i) the highest lawful rate or (ii)
a rate of interest equal to four percent (4%) in excess of the Prime Rate (as
hereinafter defined). As used herein, the term "PRIME RATE" shall mean that rate
of interest announced by Bank One from time to time for ninety (90) day
unsecured commercial loans to its customers of the highest credit rating,
changing automatically and simultaneously with each change in the Prime Rate
made by Bank One from time to time.

         In the event the Commencement Date is a date other than the first day
of a calendar month, or the date of termination of this Sublease is a date other
than the last day of a calendar month, Base Rent and Additional Rent for such
partial month shall be prorated on a daily basis. Sublessee shall pay its first
month's Base Rent on the Commencement Date.

         Sublessee's obligation to pay all rent shall be independent of every
other covenant set forth in this Sublease, and Base Rent shall be paid without
notice or demand and without abatement, deduction, discount, counterclaim or
set-off.

         4.       OBLIGATIONS UNDER THE PRINCIPAL LEASE. With respect to the
Premises, Sublessee hereby agrees that it shall be subject to and bound by all
of the terms, provisions and covenants of the Principal Lease, which terms,
provisions and covenants are incorporated herein by reference. Except as
otherwise provided herein, Sublessee assumes and agrees to perform each of the
duties and obligations with respect to the Sublease Premises required by such
Principal Lease to be performed by Sublessor as tenant thereunder. Sublessee
shall not take any action or fail to take any action in connection with the
Sublease Premises as a result of which Sublessor would be in violation of any of
the provisions of the Principal Lease. Sublessee agrees to indemnify, defend,
protect and hold Sublessor harmless from any and all loss, cost, damage,
liability or expense

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(including attorneys' fees) incurred by Sublessor as a result of Sublessee's
failure to perform or adhere to the duties, obligations and provisions with
respect to the Sublease Premises provided for or imposed upon Sublessor, as
tenant, by the Principal Lease. For the purposes of this Sublease, whenever the
terms of the Principal Lease provide for the consent or approval of Landlord,
Sublessee shall obtain the consent or approval of both Landlord and Sublessor.
In the event Sublessee shall fail to obtain the consent or approval of both
Landlord and Sublessor, Sublessee shall not be entitled to proceed with the act
or thing with respect to which such consent or approval was sought.

         5.       SUBLESSOR'S OBLIGATIONS. Sublessee shall have no remedy
against Sublessor for the enforcement of any of the terms, provisions, duties or
obligations of Landlord under the Principal Lease. In the event Landlord shall
fail to perform its duties or obligations under the Principal Lease, Sublessee
shall promptly notify Sublessor thereof in writing and Sublessee may request
Sublessor to attempt to procure the performance of such duties or obligations of
Landlord (for the purpose of this paragraph, Sublessor's "attempt to procure the
performance" shall mean and be limited solely to the transmission of notices
which are contemplated to be given under the terms of the Principal Lease). If
such request is made and Sublessor fails to attempt to procure the performance
of Landlord's duties and obligations within a reasonable period thereafter, then
Sublessee shall have the right in its own name or in Sublessor's name, to
attempt to procure such performance by Landlord, at the sole cost and expense of
Sublessee. Notwithstanding anything contained herein to the contrary, in no
event shall Sublessee attempt to procure such performance so as to either (i)
create a default by Sublessor as tenant under the Principal Lease, or (ii) cause
a termination or modification of the Principal Lease. Sublessee shall promptly
inform Sublessor, in writing, from time to time, of all developments in
connection with any such claim, action or proceeding against Landlord by
Sublessee, and Sublessor shall have the right, but not the duty, to participate
in any such proceedings.

         6.       USE. The Premises shall be used by the Sublessee solely and
exclusively for the purposes stated in the Principal Lease. Any use of the
Premises by the Sublessee for any other purpose shall constitute a continuing
breach of this Sublease and Sublessor may, at its option, declare this Sublease
terminated and be released of all obligations hereunder, without prejudice to
its other remedies at law or in equity, whether or not granted in this Sublease.
Sublessee shall comply with all applicable laws and regulations, including
without limitation any and all environmental laws and regulations, governing the
Premises and Sublessee's use thereof, any rules and regulations imposed by the
Landlord or Sublessor.

         7.       CONDITION OF PREMISES; FIXTURES AND EQUIPMENT. No promise of
the Sublessor to alter, remodel or improve the Sublease Premises or no
representation respecting the condition of the Sublease Premises has been made
by the Sublessor to the Sublessee. On the Commencement Date, Sublessee shall
accept the Sublease Premises AS-IS, based on the condition of the Sublease
Premises as of the date of this Sublease, ordinary wear and tear excepted.
Sublessee shall keep and maintain the Sublease Premises and all improvements
thereto, in the manner and in the condition stated in the Principal Lease. Any
fixtures or improvements (other than trade fixtures) installed in or placed upon
the Sublease Premises as of the Commencement Date shall remain on the Sublease
Premises and shall remain the property of Sublessor or Landlord (as provided in
the Principal

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Lease), notwithstanding Sublessee's use thereof. At the termination of this
Sublease, the Sublease Premises and any such fixtures and improvements shall be
restored to their condition as of the Commencement Date of this Sublease,
ordinary wear and tear excepted, and Sublessee shall comply with the terms of
the Principal Lease in connection with Sublessee's surrender of the Sublease
Premises.

         8.       DEFAULT BY SUBLESSEE. All of the following events shall be
deemed an "Event of Default" hereunder:

                  (a)      failure of Sublessee to pay the Base Rent, Additional
         Rent or other sums due hereunder as and when the same shall be due and
         payable, if such failure is not cured within five (5) days of such due
         date;

                  (b)      failure of Sublessee to perform any of the
         obligations on its part herein required to be performed, if such
         failure is not cured within ten (10) days after notice from Sublessor
         to Sublessee;

                  (c)      the existence of a hazardous condition and the
         failure to cure the same immediately upon written notice from Sublessor
         to Sublessee;

                  (d)      Sublessee vacates or abandons the Premises or fails
         to take possession of the Premises when available for occupancy (the
         transfer of a substantial part of the operations, business and
         personnel of the Sublessee to some other location being deemed, without
         limiting the meaning of the terms "vacates or abandons," to be a
         vacation or abandonment of the Premises within the meaning of this
         subclause), No such vacation or abandonment of the Premises shall be
         considered to be a default under the Sublease, if Sublessee continues
         to pay Base Rent, Additional Rent and all other sums due under the
         Sublease when due;

                  (e)      any voluntary or involuntary petition or similar
         pleading under any bankruptcy act or under any Federal or State law
         seeking reorganization or arrangement with creditors or adjustment of
         debts, is filed by or against Sublessee, or if any such petition or
         pleading is involuntary, and it is not adjudicated favorably to
         Sublessee within forty-five (45) days after its filing;

                  (f)      Sublessee admits its inability to pay its debts, or
         if a receiver, trustee or other court appointee or nominee is appointed
         for Sublessee or all or a substantial part of Sublessee's property;

                  (g)      Sublessee makes an assignment for the benefit of
         creditors, or if any proceedings are filed by or against Sublessee to
         declare Sublessee insolvent or unable to meet its debts;

                  (h)      Sublessee fails to observe or perform any of the
         covenants in respect of assignment and subletting set forth in
         Paragraph 16;

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                  (i)      the levy upon, under execution or the attachment by
         legal process, of the leasehold interest of Sublessee or the filing or
         creation of a lien in respect of such leasehold interest; or

                  (j)      the misrepresentation by Sublessee of, or failure of
         Sublessee to disclose to Sublessor, a material fact in any document,
         financial statement, leasing application or other instrument delivered
         or disclosed to Sublessor in connection with the Sublease.

         9.       REMEDIES. If an Event of Default occurs, Sublessor may
exercise any one or more of the following rights and remedies in addition to any
other rights and remedies at law or in equity:

                  (a)      terminate this Sublease and the Term created hereby,
         and Sublessee's right to possession of the Premises; or

                  (b)      without terminating this Sublease, terminate
         Sublessee's right to possession of the Premises and repossess the
         Premises by forcible entry and detainer suit, by taking peaceful
         possession or otherwise.

Upon any termination of this Sublease, Sublessee shall surrender possession and
vacate the Sublease Premises immediately and deliver possession thereof to
Sublessor and hereby grants to Sublessor full and free license to reenter the
Sublease Premises, or any part thereof, and retake possession thereof, with or
without process of law, and to remove Sublessee and any others who may be
occupying or within the Sublease Premises and to remove any and all property
therefrom, using such force as may be necessary, without being deemed in any
manner guilty of trespass, eviction, forcible entry or detainer or conversion of
property, and without relinquishing Sublessor's rights to Rent or any other
right given to Sublessor hereunder or by operation of law.

If Sublessor shall terminate Sublessee's right of possession without terminating
this Sublease, the obligation of Sublessee to pay all Rent during the full term
hereof shall not be deemed to be waived, released or terminated and Sublessee
shall pay to Sublessor a sum equal to the entire amount of Rent specified in
this Sublease for the balance of the Term plus any other sums then due Sublessor
hereunder. Upon and after entry into possession without termination of this
Sublease, Sublessor may, at its discretion, either itself occupy the whole or
any part of the Sublease Premises or use reasonable efforts to relet same upon
such terms and conditions and for such rent as Sublessor may in its discretion
deem proper. In such case, Sublessor may make such repairs, alterations and
additions in or to the Sublease Premises, and redecorate the same to the extent
deemed by Sublessor necessary and desirable, and Sublessee shall, upon demand,
pay the cost thereof, together with Sublessor's expenses of reletting. Upon each
such reletting, all rentals and other sums received by Sublessor from such
reletting shall be applied as follows: first, to the payment of any indebtedness
other than Rent due hereunder from Sublessee to Sublessor; second, to the
payment of any costs and expenses of such reletting, including brokerage fees
and attorney's fees, and of costs of such alterations and repairs; third, to the
payment of Rent and other charges due and unpaid hereunder; and the residue, if
any, shall be retained by Sublessor. Sublessee shall not be entitled to any
rents received by Sublessor in excess of the Rent provided for this Sublease.

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If such rentals and other sums received from such reletting during any month be
less than that to be paid during that month by Sublessee hereunder, Sublessee
shall pay such deficiency to Sublessor. Such deficiency shall be calculated and
paid monthly. No such re-entry or taking possession of the Sublease Premises by
Sublessor shall be construed as an election on its part to terminate this
Sublease unless a written notice of such intention be given to Sublessee or
unless the termination thereof be decreed by a court of competent jurisdiction.
Notwithstanding any such reletting without termination, Sublessor may at any
time hereafter elect to terminate this Sublease.

Should Sublessor at any time terminate this Sublease for any default, in
addition to any other remedies it may have, it may recover from Sublessee all
damages it may incur by reason of such default, including the cost of recovering
the Sublease Premises, the cost of repairs, remodeling and alterations necessary
to relet the Sublease Premises, attorneys' fees, any other sum of money and
damages due and to become due to Sublessor from Sublessee, all of which amounts
shall be immediately due and payable from Sublessee to Sublessor.

In the event of any entry and taking possession of the Sublease Premises,
Sublessor may, at its option, remove therefrom all or any personal property
located therein and may place the same in storage at a commercial warehouse for
the account of, and at the risk and expense of, Sublessee and/or the owner or
owners thereof, but Sublessor shall in no event be liable to Sublessee for any
damage thereto.

Sublessee hereby waives any and all claims for any damage or loss thereto.
Sublessee hereby grants to Sublessor a lien, subject to any first liens, now and
hereafter, upon all of the personal property of Sublessee (whether or not
affixed to the real estate) situated upon the Premises for Rent and other
charges due hereunder to Sublessor by Sublessee.

         10.      COSTS AND EXPENSES. In case suit shall be brought by Sublessor
for recovery of possession of the Sublease Premises, for the recovery of Rent,
or any other amount due under the provisions of this Sublease, or because of the
breach of any other covenant contained herein, Sublessee shall pay to Sublessor,
upon demand, all expenses incurred therefor, including attorneys' fees.

         11.      NOTICES. Whenever notice, demand or communication shall be
required to be given to either party, it shall be deemed sufficient for that
purpose to personally deliver such notice, to mail such notice by registered or
certified mail, return receipt requested, to deliver such notice by overnight
courier, or to send such notice by facsimile addressed as follows:

                                    If to Sublessor:
                                    Motorola, Inc.
                                    Real Estate & Development
                                    1303 E. Algonquin Road
                                    7th Floor
                                    Schaumburg, IL   60196
                                    Facsimile:  847/435-3919
                                    Attn:  Real Estate Manager

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                                    If to Sublessee:
                                    Propel, Inc.
                                    425 North Martingale Road
                                    Suite 1800
                                    Schaumburg, IL   60173
                                    Facsimile: 847/435-3917
                                    Attn: Chief Administrative Officer

or to such other address as either party may otherwise designate in writing to
the other party. The effective date of any such notice, demand or communication
shall be three (3) business days the date on which the same is deposited in the
mail, if delivered by certified or registered mail, or shall be upon receipt if
delivered by overnight courier, by personal delivery or by facsimile.

         12.      INSURANCE COVERAGE. Throughout the term of this Sublease,
Sublessee, at its own cost and expense, shall procure and maintain casualty
insurance, public liability insurance and all such other insurance as Sublessor
is required to maintain under the terms of the Principal Lease as the primary
coverage. In addition to the requirements of the Principal Lease, said policies
of insurance shall name Sublessor as an additional insured thereunder.

         13.      WAIVER OF CLAIMS AND INDEMNITY.

                  (a)      To the extent not expressly prohibited by law,
Sublessee hereby releases and waives all claims, from any cause whatsoever,
against Sublessor, its agents, employees and servants, for injury or damage to
person, property or business sustained in or about the Sublease Premises by
Sublessee, its agents, employees or servants, other than by reason of the
negligence or willfulness of Sublessor or its agents, employees or servants.

                  (b)      Sublessee agrees to indemnify and hold harmless
Sublessor, its agents, employees and servants, against any and all claims,
demands, costs and expenses of every kind and nature, including attorneys' fees,
arising from Sublessee's occupancy of the Sublease Premises or from any breach
or default on the part of Sublessee in the performance of any agreement of
Sublessee to be performed pursuant to the terms of this Sublease, or from any
act or neglect of Sublessee, its respective employees, agents, guests, servants,
invitees or customers in or about the Sublease Premises. In case any such
proceeding is brought by any of said persons, Sublessee covenants, at the
request of Sublessor, to defend such proceeding, at its sole cost and expense,
by legal counsel satisfactory to Sublessor.

         14.      DAMAGES FROM CERTAIN CAUSES. Other than for Sublessor's wanton
or willful misconduct, Sublessor shall not be liable or responsible to Sublessee
for any loss or damage to any property or person occasioned by plumbing, gas,
water, sprinkler, steam or other pipes or sewerage bursting, leaking or running;
water, snow or ice being upon or coming through the roof, skylights, trap door
or otherwise; acts or neglect of owners or occupants of adjacent or contiguous
property; theft, fire, act of God, public enemy, injunction, riot, strike,
insurrection, war, court order, requisition or order of governmental body or
authority; or for any damage or inconvenience which

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may arise through repair or alteration of any part of the Premises, or failure
to make any such repairs.

         15.      ENTRY BY SUBLESSOR. Sublessee shall permit Landlord, Sublessor
and the agents of Landlord or Sublessor to enter upon the Premises at all
reasonable times and at all times provided under the terms of the Principal
Lease to examine the condition thereof and conditions of Sublessee's occupancy
or to make such repairs, additions or alterations therein as Landlord or
Sublessor may deem necessary, or to exhibit the same.

         16.      SUBLET AND ASSIGNMENT. Sublessee shall not assign or transfer
this Sublease, nor allow the Sublease Premises to be occupied in whole or in
part by any other person, nor sublet the Sublease Premises or any part thereof
in any manner without the prior written consent of (a) Sublessor, which consent
shall be in the sole and absolute discretion of Sublessor, and (b) Landlord.

         17.      MUTUAL DELIVERY OF NOTICES. From and after the Commencement
Date, Sublessor and Sublessee shall deliver to each other true, correct and
complete copies any notices, demands, communications or other instruments or
documents received from or given by or to Landlord by either of them, in any way
relating to or affecting the Principal Lease or the Sublease Premises. Sublessee
shall furnish Sublessor with any and all information Sublessor may request
concerning the performance of the terms, covenants and conditions of the
Principal Lease.

         18.      RIGHT OF SUBLESSOR TO PERFORM SUBLESSEE'S COVENANTS. If
Sublessee shall fail to make any payment or perform any act required to be made
or performed hereunder, Sublessor, without waiving or releasing any obligation
or default, may (but shall be under no obligation to) at any time thereafter
make such payment or perform such act for the account and at the expense of
Sublessee, and may enter upon the Sublease Premises or any part thereof for such
purpose and take all such action thereon as may be necessary or appropriate
therefor.

         19.      TERMS OF THE PRINCIPAL LEASE. Unless expressly stated herein,
the terms and provisions of the Principal Lease shall govern and control
Sublessee's use and operation of the Sublease Premises, including without
limitation the provisions addressing untenantability, casualty, eminent domain,
sale of the building, signs and displays, and imposition of mechanics' liens.

         20.      NO WAIVER. No waiver, on the part of Sublessor, its successors
or assigns, of any default or breach by Sublessee of any covenant, agreement or
condition of this Sublease shall be construed to be a waiver of the rights of
Sublessor as to any prior or future default or breach by Sublessee.

         21.      REMEDIES CUMULATIVE. The remedies available to Sublessor under
the terms of this Sublease and in law or equity shall be cumulative and the
exercise of one remedy shall not constitute an election of or waiver of
remedies.

         22.      QUIET ENJOYMENT. Sublessor agrees that Sublessee shall, and
may peacefully have, hold and enjoy the Sublease Premises, subject to the other
terms hereof and the Principal Lease,

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provided that Sublessee pays Rent and other sums herein recited to be paid by
Sublessee and performs all of Sublessee's covenants and agreements herein
contained.

         23.      SUBORDINATION AND ATTORNMENT. This Sublease shall be subject
and subordinate to the lien of any deed of trust or mortgage that Landlord may
place upon the Demised Premises or the Sublease Premises, and to all terms,
conditions and provisions thereof, to all advances made, and to any renewals,
extensions, modifications or replacements thereof. The parties hereto agree to
execute or obtain execution of such reasonable documents as may be necessary to
effectuate said subordination. In the event of a termination of the Principal
Lease, Sublessee shall attorn to Landlord.

         24.      MISCELLANEOUS.

                  (a)      This instrument constitutes the entire agreement
between the Sublessor and Sublessee; no prior or written contemporaneous oral
promises or representations shall be binding.

                  (b)      This Sublease shall not be amended, changed or
extended except by written instrument signed by both parties and consented to by
Landlord (if required by the terms of the Principal Lease).

                  (c)      In the event any covenants, condition or provision
herein contained is held to be invalid by final judgment of any Court of
competent jurisdiction, the invalidity of such covenant, condition or provision
shall not in any way affect any other covenant, condition or provision herein
contained.

                  (d)      Where in this instrument rights are given to either
Sublessor or Sublessee, such rights shall extend to the agents, employees or
representatives of such persons.

                  (e)      The paragraph headings and captions of this Sublease
are for convenience only and in no way limit or enlarge the scope or meaning of
the language hereof.

                  (f)      This Sublease shall be binding upon Sublessee and
shall inure to the benefit of Sublessor and its successors and assigns.

                  (g)      Time is of the essence of this Sublease and each and
all of the provisions thereof.

                  (h)      Neither this Sublease, nor any memorandum, affidavit
or other writing with respect thereto, shall be recorded by Sublessee or by
anyone acting through, under or on behalf of Sublessee.

                  (i)      In general, when reference is made to the Sublessee's
duties, obligations and covenants under the Principal Lease, the term "Tenant"
in the Principal Lease shall be construed to mean the "Sublessee" under this
Sublease.

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                  (j)      The parties expressly intend that this Sublease shall
comply with all applicable laws, rules and regulations of all applicable
governmental, certification and regulatory authorities. Accordingly, the parties
agree to renegotiate, in good faith, any term, condition or provision of this
Sublease that is determined to be in contravention of any such law, rule or
regulation.

                  (k)      During the time that Sublessee is a subsidiary of
Sublandlord, Sublessee shall have the right and privilege to use Sublandlord's
employee lunchroom on the 17th Floor of the Demised Premises.

                  (l)      Sublandlord shall allocate ____ reserved parking
spaces out of Sublandlord's reserved parking spaces to Sublessee.

                  (m)      Paragraph 29.10, Paragraph 31, Paragraph 33 and the
Third Amendment to Lease of the Principal Lease are specifically deleted from
this Sublease, and Sublessee shall have no rights with respect thereto.

         25.      REQUIRED CONSENT. The execution and delivery of this Sublease
by Sublessor is expressly subject to and conditioned upon the execution and
delivery by Landlord of the Consent of Landlord attached to this Sublease, or
other consent of Landlord in form and substance acceptable to Sublessor.
Paragraph 15.1 of the Lease permits assignment and subletting to any subsidiary
or affiliate of Tenant.

         26       ENVIRONMENTAL.

                  A.  For purposes of this paragraph:

         (1) "Existing Environmental Conditions" shall mean the environmental
conditions at the Premises, including the presence of any Hazardous Materials,
as of the commencement of the term of this Sublease.

         (2) "Environmental Requirement" shall mean any law, regulations or
legal requirement relating to health, safety or the environment, now in effect
or hereinafter enacted, including but not limited to the Comprehensive
Environmental Response Compensation and Liability Act (CERCLA"), the Toxic
Substances Control Act ("TSCA"), the Federal Insecticide Fungicide and
Rodenticide Act (FIFRA"), the Resource Conservation and Recovery Act ("RCRA"),
the Clean Air Act (CAA") and the Clean Water Act ("CWA"), the Occupational
Safety and Health Act (OSHA") and all similar state and local laws, rules,
regulations and guidance, now in existence or hereinafter enacted, as each such
law, rule or regulation may be amended from time to time.

         (3) "Environmental Hazard" shall mean Hazardous Materials (as defined
hereinafter), or the storage, handling, production, disposal, treatment or
release thereof.

         (4) "Hazardous Material" shall mean (a) any hazardous waste, any
extremely hazardous waste, or any restricted hazardous waste, or words of
similar import, as defined in the Resource Conservation and Recovery Act (42
U.S. C. Section 6901 ET SEQ.); (b) any hazardous substances as defined in the

<PAGE>

Comprehensive Environmental Response Compensation and Liability Act (42 U.S. C.
Section 9601 ET SEQ.); (c) any toxic substances as defined in the Toxic
Substances Control Act (15 U.S.C. Section 2601 ET SEQ.); (d) any pollutant as
defined in the Clean Water Act (33 U.S.C. Section 1251 ET SEQ.); (e) gasoline,
petroleum or other hydrocarbon products or by-products; (f) asbestos; or (g) any
other materials, substances or wastes subject to environmental regulation under
any applicable federal, state or local law, regulation, or ordinance now or
hereafter in effect.

         (5) "Environmental Liabilities" shall mean any liability, penalties,
fines forfeitures, demands, damages, losses, claims causes of action, suits
judgments and costs and expenses incidental thereto (including cost of defense,
settlement, reasonable attorneys' fees), arising from or based on (i)
environmental contamination or the threat of environmental contamination or (ii)
compliance with, or violation of, any Environmental Requirement, and shall
include, but not be limited to, liability arising from:

                  (a)  any governmental action, order, directive, administrative
         proceeding, or ruling;

                  (b) personal or bodily injuries (including death) or damages
         to any property (including loss of use) or natural resources;

                  (c) cleanup, remediation, investigation, monitoring or other
         response action.

         (6) "Environmental Release" shall mean any release, spill, leak,
discharge, injection, disposal, or emission of any Hazardous Materials into the
environment.

                  B. Notwithstanding any other provision of this Sublease,
Sublessee releases Sublessor, Landlord, their successors and assigns, and
present and future officers, directors, employees, and agents, from any claim of
any kind, including but not limited to claims arising under any Environmental
Requirement, to the extent that such claim directly or indirectly is based on or
results from the Existing Environmental Conditions.

                  C. At all times during the term of the Sublease, Sublessee
shall conduct its activities at the Premises, and shall ensure that any invitee
of Sublessee conducts its activities at the Premises, in strict compliance with
all applicable Environmental Requirements.

                  D. Sublessee shall notify Sublessor immediately of any
Environmental Release at, on, under, or from the Premises. Unless directed
otherwise by the Sublessor, Sublessee shall act immediately to investigate the
extent of, and to take appropriate action to abate and remediate, such
Environmental Release, whether or not ordered or otherwise directed to do so by
any governmental entity or otherwise obligated to do so by any Environmental
Requirement.

                  E. Sublessor shall have the right to make inquiries concerning
all environmental matters and Sublessee will cooperate with such inquiries. Such
inquiries may include physical inspections, including tests and sampling, at the
Premises, or otherwise, and interviews with personnel of Sublessee.

                  F. Notwithstanding any other provision of this Sublease,
Sublessee agrees to indemnify and hold harmless Sublessor, Landlord, their
successors and assigns, and present and future officers, directors, employees,
and agents, (collectively "Indemnitees") from and against any and all
Environmental Liabilities which Sublessor, Landlord or any or all of the
Indemnitees may hereafter suffer, incur, be responsible for or disburse as a
result of any Environmental Hazard at the Premises

<PAGE>

caused by or attributable to the Sublessor or the Sublessor's activities or by
any invitee by the activities of any invitee of the Sublessor.

                  F. The provision of this paragraph shall survive the
termination of this Sublease.


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

SUBLESSOR:                              SUBLESSEE:

MOTOROLA, INC.,                         PROPEL, INC.
a Delaware corporation                  a Delaware corporation

By:________________________________     By:____________________________________

     Name:_________________________             Name:__________________________

     Title:________________________             Title:_________________________

<PAGE>

                               CONSENT OF LANDLORD


         The undersigned, as Landlord under the Principal Lease, hereby
acknowledges and consents to all of the terms and conditions of this Sublease.
The undersigned acknowledges that its consent as evidenced below satisfies the
requirements of Paragraph 15 of the Principal Lease. The undersigned hereby
certifies to Sublessor and Sublessee the following: (a) the Principal Lease has
not been canceled, modified, assigned, extended or amended; (b) Sublessor, as
tenant under the Principal Lease, is not in default under the terms of the
Principal Lease, nor has an event occurred which, with the giving of notice or
the passage of time, or both, may become a default under the terms of the
Principal Lease; and (c) the Principal Lease is in full force and effect.


Date:  ________________, 2000

LANDLORD:
WOODFIELD REALTY HOLDING COMPANY, LLC
A Delaware limited liability company



By:      _____________________________
Name:    _____________________________
Title:   _____________________________



<PAGE>

                                    EXHIBIT A

                                 PRINCIPAL LEASE
                                 ---------------

<PAGE>



                                    EXHIBIT B

                                SUBLEASE PREMISES
                                -----------------