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                                                                   EXHIBIT 10.18


                                DENVER POST TOWER


















                           STANDARD FORM OFFICE LEASE


                                     BETWEEN


    EOP-ONE CIVIC CENTER PLAZA, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY
                                  ("LANDLORD")


                                       AND


             UNITED STATES EXPLORATION, INC., A COLORADO CORPORATION
                                   ("TENANT")











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                                TABLE OF CONTENTS

<TABLE>

<S>                                                                                  <C>
I.                BASIC LEASE INFORMATION; DEFINITIONS................................3

II.               LEASE GRANT.........................................................5

III.              ADJUSTMENT OF COMMENCEMENT DATE/POSSESSION..........................5

IV.               RENT................................................................7

V.                USE................................................................14

VI.               SECURITY DEPOSIT...................................................14

VII.              SERVICES TO BE FURNISHED BY LANDLORD...............................15

VIII.             LEASEHOLD IMPROVEMENTS.............................................16

IX.               GRAPHICS...........................................................16

X.                REPAIRS AND ALTERATIONS............................................17

XI.               USE OF ELECTRICAL SERVICES BY TENANT...............................18

XII.              ENTRY BY LANDLORD..................................................18

XIII.             ASSIGNMENT AND SUBLETTING..........................................19

XIV.              LIENS..............................................................21

XV.               INDEMNITY AND WAIVER OF CLAIMS.....................................21

XVI.              TENANT'S INSURANCE.................................................22

XVII.             SUBROGATION........................................................24

XVIII.            LANDLORD'S INSURANCE...............................................24

XIX.              CASUALTY DAMAGE....................................................25

XX.               DEMOLITION.........................................................26

XXI.              CONDEMNATION.......................................................26

XXII.             EVENTS OF DEFAULT..................................................26

XXIII.            REMEDIES...........................................................27

XXIV.             LIMITATION OF LIABILITY............................................29

XXV.              NO WAIVER..........................................................29

XXVI.             EVENT OF BANKRUPTCY................................................30

XXVII.            WAIVER OF JURY TRIAL...............................................31

XXVIII.           RELOCATION.........................................................31

XXIX.             HOLDING OVER.......................................................31

XXX.              SUBORDINATION TO MORTGAGES; ESTOPPEL CERTIFICATE...................31

XXXI.             ATTORNEYS'FEES.....................................................32

XXXII.            NOTICE.............................................................32

XXXIII.           LANDLORD'S LIEN....................................................32

XXXIV.            EXCEPTED RIGHTS....................................................32

XXXV.             SURRENDER OF PREMISES..............................................33

XXXVI.            MISCELLANEOUS......................................................33

XXXVII.           ENTIRE AGREEMENT...................................................35
</TABLE>



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                             OFFICE LEASE AGREEMENT

         This Office Lease Agreement (the "Lease") is made and entered into as
of the 15th day of October, 1998, by and between EOP-One Civic Center Plaza,
L.L.C., a Delaware limited liability company ("Landlord") and United States
Exploration, Inc., a Colorado corporation ("Tenant").

I.       BASIC LEASE INFORMATION; DEFINITIONS.

         A.       The following are some of the basic lease information and 
                  defined terms used in this Lease.

                  1.       "Additional Base Rental" shall mean Tenant's Pro Rata
                           Share of Basic Costs and any other sums (exclusive of
                           Base Rental) that are required to be paid by Tenant
                           to Landlord hereunder, which sums are deemed to be
                           additional rent under this Lease. Additional Base
                           Rental and Base Rental are sometimes collectively
                           referred to herein as "Rent".

                  2.       "Base Rental" shall mean the sum of One Million Eight
                           Hundred Seventy Four Thousand Five Hundred Sixty One
                           and 93/100 Dollars ($1,874,561.93), TWO MILLION NINE
                           THOUSAND TWO HUNDRED FIFTY THREE AND NO/100 DOLLARS
                           ($2,009,253.00), payable by Tenant to Landlord in one
                           hundred seventeen (117) monthly installments as
                           follows:

                           a.       Fifty seven (57) equal installments of
                                    Fifteen Thousand Two Hundred Sixty Two and
                                    03/100 Dollars ($15,262.03), FOURTEEN
                                    THOUSAND EIGHT HUNDRED SEVENTEEN AND 50/100
                                    DOLLARS ($14,817.50), each payable on or
                                    before the first day of each month during
                                    the period beginning July 1, 1998 and ending
                                    March 31, 2003 provided that the installment
                                    of Base Rental for the first full calendar
                                    month of the Lease Term shall be payable
                                    upon the execution of this Lease by Tenant.

                           b.       Sixty (60) equal installments of Sixteen
                                    Thousand Seven Hundred Forty Three and
                                    78/100 Dollars ($16,743.78), NINETEEN
                                    THOUSAND FOUR HUNDRED TEN AND 93/100 DOLLARS
                                    ($19,410.93), each payable on or before the
                                    first day of each month during the period
                                    beginning April 1, 2003 and ending March 31,
                                    2008.

                  3.       "Building" shall mean the office building located at
                           1560 Broadway, Denver, County of Denver, State of
                           Colorado, commonly known as Denver Post Tower.

                  4.       The "Commencement Date", "Lease Term" and
                           "Termination Date" shall have the meanings set forth
                           in subsection I.A.4.a. below:

                           a.       The "Lease Term" shall mean a period of one
                                    hundred seventeen (117) months, commencing
                                    on July 1, 1998 (the "Commencement Date")
                                    and, unless sooner terminated as provided
                                    herein, ending on March 31, 2008 (the
                                    "Termination Date").

                  5.       "Premises" shall mean the area located on the
                            nineteenth (19th) floor of the Building, as outlined
                            on Exhibit A attached hereto and incorporated 
                            herein and known as Suite #1950. Landlord and Tenant
                            hereby stipulate and agree that the "Rentable Area 
                            of the Premises" shall mean 11,854 square feet and 
                            the "Rentable Area of the Building" shall mean 
                            579,999 square feet. If the Premises being leased 
                            to Tenant hereunder include one or more floors 
                            within the Building in their entirety, the 
                            definition of Premises with respect to such full 
                            floor(s) shall include all corridors and restroom 
                            facilities located on such floor(s). Notwithstanding
                            the foregoing, unless specifically provided herein 
                            to the contrary, the Premises shall not include 
                            any telephone closets, electrical closets, 
                            janitorial closets, equipment rooms or similar 
                            areas on any full or partial floor that are
                            used by Landlord for the operation of the Building.

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                  6.       "Permitted Use" shall mean general office use.

                  7.       "Security Deposit" shall mean the sum of Zero and 
                           no/100 Dollars ($0.00).

                  8.       "Tenant's Pro Rata Share" shall mean two and four
                           hundred thirty eight ten thousandths percent
                           (2.0438%), which is the quotient (expressed as a
                           percentage), derived by dividing the Rentable Area of
                           the Premises by the Rentable Area of the Building.

                  9.       "Guarantor(s)" shall mean any party that agrees in
                           writing to guarantee the Lease. As of the date first
                           written above, there are no Guarantor(s).

                  10.      "Notice Addresses" shall mean the following addresses
                           for Tenant and Landlord, respectively:

                           Tenant:

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

                           Prior to the Commencement Date, notices shall be sent
                           to Tenant at the following address:

                           Benson Mineral Group, Inc.
                           1560 Broadway, Suite 1900
                           Denver, Colorado 80202
                           Attn: General Counsel

                           Landlord:

                           One Civic Center Plaza
                           c/o Equity Office Properties Trust
                           1560 Broadway
                           Denver, Colorado 80202
                           Attention:  Building Manager

                           With a copy to:

                           Equity Office Properties Trust
                           Two North Riverside Plaza
                           Suite 2200
                           Chicago, Illinois 60606
                           Attention:  General Counsel of Property Operations

                           Payments of Rent only shall be made payable to the
                           order of:

                           Equity Office Properties

                           at the following address:

                           EOP-One Civic Center Plaza, LLC
                           Department 174
                           Denver, Colorado 80271-0174

         B.       The following are additional definitions of some of the 
                  defined terms used in the Lease.

                  1.       "Base Year" shall mean 1998.

                  2.       "Basic Costs" shall mean all costs and expenses paid
                           or incurred in connection with operating,
                           maintaining, repairing, managing and owning the
                           Building and the Property, as further described in
                           Article IV hereof.

                  3.       "Broker" means "N/A".

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                  4.       "Building Standard" shall mean the type, grade,
                           brand, quality and/or quantity of materials Landlord
                           designates from time to time to be the minimum
                           quality and/or quantity to be used in the Building.

                  5.       "Business Day(s)" shall mean Mondays through Fridays
                           exclusive of the normal business holidays
                           ("Holidays") of New Year's Day, Memorial Day,
                           Independence Day, Labor Day, Thanksgiving Day and
                           Christmas Day. Landlord, from time to time during the
                           Lease Term, shall have the right to designate
                           additional Holidays, provided that such additional
                           Holidays are commonly recognized by other office
                           buildings in the area where the Building is located.

                  6.       "Common Areas" shall mean those areas provided for
                           the common use or benefit of all tenants generally
                           and/or the public, such as corridors, elevator
                           foyers, common mail rooms, restrooms, vending areas,
                           lobby areas (whether at ground level or otherwise)
                           and other similar facilities.

                  7.       "Landlord Work" shall mean the work, if any, that
                           Landlord is obligated to perform in the Premises
                           pursuant to the Work Letter Agreement, if any,
                           attached hereto as Exhibit D. (If applicable.)

                  8.       "Maximum Rate" shall mean the greatest per annum rate
                           of interest permitted from time to time under
                           applicable law.

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

                  10.      "Prime Rate" shall mean the per annum interest rate
                           publicly announced by The First National Bank of
                           Chicago or any successor thereof from time to time
                           (whether or not charged in each instance) as its
                           prime or base rate in Chicago, Illinois.

                  11.      "Property" shall mean the Building and the parcel(s)
                           of land on which it is located and, at Landlord's
                           discretion, the Building garage, if any, and all
                           other improvements owned by Landlord and serving the
                           Building and the tenants thereof and the parcel(s) of
                           land on which they are located.

II.      LEASE GRANT.

         Subject to and upon the terms herein set forth, Landlord leases to
Tenant and Tenant leases from Landlord the Premises, together with the right, in
common with others, to use the Common Areas.

III.     ADJUSTMENT OF COMMENCEMENT DATE/POSSESSION.

         A.       If the Lease Term, Commencement Date and Termination Date are
                  to be determined in accordance with subsection I.A.4.b. above,
                  the Lease Term shall not commence until the later to occur of
                  the Target Commencement Date and the date that Landlord has
                  substantially completed the Landlord Work; provided, however,
                  that if Landlord shall be delayed in substantially completing
                  the Landlord Work as a result of the occurrence of any of the
                  following (a "Delay"):

                  1.       Tenant's failure to furnish information in accordance
                           with the Work Letter Agreement or to respond to any
                           request by Landlord for any approval or information
                           within any time period prescribed, or if no time
                           period is prescribed, then within two (2) Business
                           Days of such request; or

                  2.       Tenant's insistence on materials, finishes or
                           installations that have long lead times after having
                           first been informed by Landlord that such materials,
                           finishes or installations will cause a Delay; or

                  3.       Changes in any plans and specifications requested by
                           Tenant; or

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                  4.       The performance or nonperformance by a person or
                           entity employed by Tenant in the completion of any
                           work in the Premises (all such work and such persons
                           or entities being subject to the prior approval of
                           Landlord); or

                  5.       Any request by Tenant that Landlord delay the
                           completion of any of the Landlord Work; or

                  6.       Any breach or default by Tenant in the performance of
                           Tenant's obligations under this Lease; or

                  7.       Any delay resulting from Tenant's having taken
                           possession of the Premises for any reason prior to
                           substantial completion of the Landlord Work; or

                  8.       Any other delay chargeable to Tenant, its agents, 
                           employees or independent contractors;

                  then, for purposes of determining the Commencement Date, the
                  date of substantial completion shall be deemed to be the day
                  that said Landlord Work would have been substantially
                  completed absent any such Delay(s). The Landlord Work shall be
                  deemed to be substantially completed on the date that Landlord
                  reasonably determines that all Landlord's Work has been
                  performed (or would have been performed absent any Delays),
                  other than any details of construction, mechanical adjustment
                  or any other matter, the noncompletion of which does not
                  materially interfere with Tenant's use of the Premises. The
                  adjustment of the Commencement Date and, accordingly, the
                  postponement of Tenant's obligation to pay Rent shall be
                  Tenant's sole remedy and shall constitute full settlement of
                  all claims that Tenant might otherwise have against Landlord
                  by reason of the Premises not being ready for occupancy by
                  Tenant on the Target Commencement Date. Promptly after the
                  determination of the Commencement Date, Landlord and Tenant
                  shall enter into a letter agreement (the "Commencement
                  Letter") on the form attached hereto as Exhibit C setting
                  forth the Commencement Date, the Termination Date and any
                  other dates that are affected by the adjustment of the
                  Commencement Date. Tenant, within five (5) days after receipt
                  thereof from Landlord, shall execute the Commencement Letter
                  and return the same to Landlord. Notwithstanding anything
                  herein to the contrary, Landlord may elect, by written notice
                  to Tenant, not to adjust the Commencement Date as provided
                  above if such adjustment would cause Landlord to be in
                  violation of the expansion rights granted to any other tenant
                  of the Building. If Landlord elects not to adjust the
                  Commencement Date, the Commencement Date shall be the Target
                  Commencement Date, provided that Rent shall not commence until
                  the date that Landlord Work has been substantially completed
                  (or would have been substantially completed absent any
                  Delays).

         B.       By taking possession of the Premises, Tenant is deemed to have
                  accepted the Premises and agreed that the Premises is in good
                  order and satisfactory condition, with no representation or
                  warranty by Landlord as to the condition of the Premises or
                  the Building or suitability thereof for Tenant's use.

         C.       Notwithstanding anything to the contrary contained in the  
                  Lease, Landlord shall not be obligated to tender possession
                  of any portion of the Premises or other space leased by
                  Tenant from time to time hereunder that, on the date
                  possession is to be delivered, is occupied by a tenant or
                  other occupant or that is subject to the rights of any other
                  tenant or occupant, nor shall Landlord have any other
                  obligations to Tenant under this Lease with respect to such
                  space until the date Landlord: (1) recaptures such space
                  from such existing tenant or occupant; and (2) regains the
                  legal right to possession thereof. This Lease shall not be
                  affected by any such failure to deliver possession and
                  Tenant shall have no claim for damages against Landlord as a
                  result thereof, all of which are hereby waived and released
                  by Tenant. If the Lease Term is to be determined pursuant to
                  Section I.A.4.a. hereof, the Commencement Date shall be
                  postponed until 

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                  the date Landlord delivers possession of the Premises to 
                  Tenant, in which event the Termination Date shall, at the 
                  option of Landlord, correspondingly be postponed on a per 
                  diem basis. If the Lease Term is to be determined pursuant to
                  Section I.A.4.b., the Commencement Date and Termination Date 
                  shall be determined as provided in Section III.A. above.

         D.       If Tenant takes possession of the Premises prior to the  
                  Commencement Date, such possession shall be subject to all
                  the terms and conditions of the Lease and Tenant shall pay
                  Base Rental and Additional Base Rental to Landlord for each
                  day of occupancy prior to the Commencement Date.
                  Notwithstanding the foregoing, if Tenant, with Landlord's
                  prior approval, takes possession of the Premises prior to
                  the Commencement Date for the sole purpose of performing any
                  Landlord-approved improvements therein or installing
                  furniture, equipment or other personal property of Tenant,
                  such possession shall be subject to all of the terms and
                  conditions of the Lease, except that Tenant shall not be
                  required to pay Base Rental or Additional Base Rental with
                  respect to the period of time prior to the Commencement Date
                  during which Tenant performs such work. Tenant shall,
                  however, be liable for the cost of any services (e.g.
                  electricity, HVAC, freight elevators) that are provided to
                  Tenant or the Premises during the period of Tenant's
                  possession prior to the Commencement Date. Nothing herein
                  shall be construed as granting Tenant the right to take
                  possession of the Premises prior to the Commencement Date,
                  whether for construction, fixturing or any other purpose,
                  without the prior consent of Landlord.

IV.      RENT.

         A.       During each calendar year, or portion thereof, falling within
                  the Lease Term, Tenant shall pay to Landlord as Additional
                  Base Rental hereunder the sum of (1) Tenant's Pro Rata Share
                  of the amount, if any, by which Taxes (hereinafter defined)
                  for the applicable calendar year exceed Taxes for the Base
                  Year plus (2) Tenant's Pro Rata Share of the amount, if any,
                  by which Expenses (hereinafter defined) for the applicable
                  calendar year exceed Expenses for the Base Year. For
                  purposes hereof, "Expenses" shall mean all Basic Costs with
                  the exception of Taxes. Tenant's Pro Rata Share of increases
                  in Taxes and Tenant's Pro Rata Share of increases in
                  Expenses shall be computed separate and independent of each
                  other prior to being added together to determine the
                  "Excess". In the event that Taxes and/or Expenses, as the
                  case may be, in any calendar year decrease below the amount
                  of Taxes or Expenses for the Base Year, Tenant's Pro Rata
                  Share of Taxes and/or Expenses, as the case may be, for such
                  calendar year shall be deemed to be $0, it being understood
                  that Tenant shall not be entitled to any credit or offset if
                  Taxes and/or Expenses decrease below the corresponding
                  amount for the Base Year. Prior to the Commencement Date and
                  prior to January 1 of each calendar year during the Lease
                  Term, or as soon thereafter as practical, Landlord shall
                  make a good faith estimate of the Excess for the applicable
                  calendar year and Tenant's Pro Rata Share thereof. On or
                  before the first day of each month during such calendar
                  year, Tenant shall pay to Landlord, as Additional Base
                  Rental, a monthly installment equal to one-twelfth of
                  Tenant's Pro Rata Share of Landlord's estimate of the
                  Excess. Landlord shall have the right from time to time
                  during any such calendar year to revise the estimate of
                  Basic Costs and the Excess for such year and provide Tenant
                  with a revised statement therefor, and thereafter the amount
                  Tenant shall pay each month shall be based upon such revised
                  estimate. If Landlord does not provide Tenant with an
                  estimate of the Basic Costs and the Excess by January 1 of
                  any calendar year, Tenant shall continue to pay a monthly
                  installment based on the previous year's estimate until such
                  time as Landlord provides Tenant with an estimate of Basic
                  Costs and the Excess for the current year. Upon receipt of
                  such current year's estimate, an adjustment shall be made
                  for any month during the current year with respect to which
                  Tenant paid monthly installments of Additional Base Rental
                  based on the previous year's estimate. Tenant shall pay
                  Landlord for any underpayment within ten (10) days after
                  demand. Any overpayment shall, at Landlord's option, be
                  refunded to Tenant or credited against the installment of
                  Additional 

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                  Base Rental due for the months immediately following the 
                  furnishing of such estimate. Any amounts paid by Tenant 
                  based on any estimate shall be subject to adjustment
                  pursuant to the immediately following paragraph when actual
                  Basic Costs are determined for such calendar year.

                  As soon as is practical following the end of each calendar
                  year during the Lease Term, Landlord shall furnish to Tenant a
                  statement of Landlord's actual Basic Costs and the actual
                  Excess for the previous calendar year. If the estimated Excess
                  actually paid by Tenant for the prior year is in excess of
                  Tenant's actual Pro Rata Share of the Excess for such prior
                  year, then Landlord shall apply such overpayment against
                  Additional Base Rental due or to become due hereunder,
                  provided if the Lease Term expires prior to the determination
                  of such overpayment, Landlord shall refund such overpayment to
                  Tenant after first deducting the amount of any Rent due
                  hereunder. Likewise, Tenant shall pay to Landlord, within ten
                  (10) days after demand, any underpayment with respect to the
                  prior year, whether or not the Lease has terminated prior to
                  receipt by Tenant of a statement for such underpayment, it
                  being understood that this clause shall survive the expiration
                  of the Lease.

         B.       Basic Costs shall mean all costs and expenses paid or incurred
                  in each calendar year in connection with operating,
                  maintaining, repairing, managing and owning the Building and
                  the Property, including, but not limited to, the following:

                  1.       All labor costs for all persons performing services
                           required or utilized in connection with the
                           operation, repair, replacement and maintenance of and
                           control of access to the Building and the Property,
                           including but not limited to amounts incurred for
                           wages, salaries and other compensation for services,
                           payroll, social security, unemployment and other
                           similar taxes, workers' compensation insurance,
                           uniforms, training, disability benefits, pensions,
                           hospitalization, retirement plans, group insurance or
                           any other similar or like expenses or benefits.

                  2.       All management fees, the cost of equipping and  
                           maintaining a management office at the Building, 
                           accounting services, legal fees not attributable to 
                           leasing and collection activity, and all other 
                           administrative costs relating to the Building and 
                           the Property. If management services are not 
                           provided by a third party, Landlord shall be 
                           entitled to a management fee comparable to that due 
                           and payable to third parties provided Landlord or 
                           management companies owned by, or management 
                           divisions of, Landlord perform actual management 
                           services of a comparable nature and type as 
                           normally would be performed by third parties.

                  3.       All rental and/or purchase costs of materials,
                           supplies, tools and equipment used in the operation,
                           repair, replacement and maintenance and the control
                           of access to the Building and the Property.

                  4.       All amounts charged to Landlord by contractors and/or
                           suppliers for services, replacement parts,
                           components, materials, equipment and supplies
                           furnished in connection with the operation, repair,
                           maintenance, replacement of and control of access to
                           any part of the Building, or the Property generally,
                           including the heating, air conditioning, ventilating,
                           plumbing, electrical, elevator and other systems and
                           equipment. At Landlord's option, major repair items
                           may be amortized over a period of up to five (5)
                           years.

                  5.       All premiums and deductibles paid by Landlord for
                           fire and extended coverage insurance, earthquake and
                           extended coverage insurance, liability and extended
                           coverage insurance, rental loss insurance, elevator
                           insurance, boiler insurance and other insurance
                           customarily carried from time to time by landlords of
                           comparable office buildings or required to be carried
                           by Landlord's Mortgagee.

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                  6.       Charges for water, gas, steam and sewer, but 
                           excluding those charges for which Landlord is
                           otherwise reimbursed by tenants, and charges for
                           Electrical Costs. For purposes hereof, the term
                           "Electrical Costs" shall mean: (i) all charges paid
                           by Landlord for electricity supplied to the
                           Building, Property and Premises, regardless of
                           whether such charges are characterized as
                           distribution charges, transmission charges,
                           generation charges, public good charges,
                           disconnection charges, competitive transaction
                           charges, stranded cost recoveries or otherwise; (ii)
                           except to the extent otherwise included in Basic
                           Costs, any costs incurred in connection with the
                           energy management program for the Building, Property
                           and Premises, including any costs incurred for the
                           replacement of lights and ballasts and the purchase
                           and installation of sensors and other energy saving
                           equipment; and (iii) if and to the extent permitted
                           by law, a reasonable fee for the services provided
                           by Landlord in connection with the selection of
                           utility companies and the negotiation and
                           administration of contracts for the generation of
                           electricity. Notwithstanding the foregoing,
                           Electrical Costs shall be adjusted as follows: (a)
                           any amounts received by Landlord as reimbursement
                           for above standard electrical consumption shall be
                           deducted from Electrical Costs, (b) the cost of
                           electricity incurred in providing overtime HVAC to
                           specific tenants shall be deducted from Electrical
                           Costs, it being agreed that the electrical component
                           of overtime HVAC Costs shall be calculated as a
                           reasonable percentage of the total HVAC costs
                           charged to such tenants, and (c) if Tenant is billed
                           directly for the cost of electricity to the Premises
                           as a separate charge in addition to Base Rental and
                           Basic Costs, the cost of electricity to individual
                           tenant spaces in the Building shall be deducted from
                           Electrical Costs.

                  7.       "Taxes", which for purposes hereof, shall mean: (a) 
                           all real estate taxes and assessments on the
                           Property, the Building or the Premises, and taxes
                           and assessments levied in substitution or
                           supplementation in whole or in part of such taxes,
                           (b) all personal property taxes for the Building's
                           personal property, including license expenses, (c)
                           all taxes imposed on services of Landlord's agents
                           and employees, (d) all other taxes, fees or
                           assessments now or hereafter levied by any
                           governmental authority on the Property, the Building
                           or its contents or on the operation and use thereof
                           (except as relate to specific tenants), and (e) all
                           costs and fees incurred in connection with seeking
                           reductions in or refunds in Taxes including, without
                           limitation, any costs incurred by Landlord to
                           challenge the tax valuation of the Building, but
                           excluding income taxes. For the purpose of
                           determining real estate taxes and assessments for
                           any given calendar year, the amount to be included
                           in Taxes for such year shall be as follows: (1) with
                           respect to any special assessment that is payable in
                           installments, Taxes for such year shall include the
                           amount of the installment (and any interest) due and
                           payable during such year; and (2) with respect to
                           all other real estate taxes, Taxes for such year
                           shall, at Landlord's election, include either the
                           amount accrued, assessed or otherwise imposed for
                           such year or the amount due and payable for such
                           year, provided that Landlord's election shall be
                           applied consistently throughout the Lease Term. If a
                           reduction in Taxes is obtained for any year of the
                           Lease Term during which Tenant paid its Pro Rata
                           Share of Basic Costs, then Basic Costs for such year
                           will be retroactively adjusted and Landlord shall
                           provide Tenant with a credit, if any, based on such
                           adjustment. Likewise, if a reduction is subsequently
                           obtained for Taxes for the Base Year (if Tenant's
                           Pro Rata Share is based upon increases in Basic
                           Costs over a Base Year), Basic Costs for the Base
                           Year shall be restated and the Excess for all
                           subsequent years recomputed. Tenant shall pay to
                           Landlord Tenant's Pro Rata Share of any such
                           increase in the Excess within thirty (30) days after
                           Tenant's receipt of a statement therefor from
                           Landlord.

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                  8.       All landscape expenses and costs of maintaining,
                           repairing, resurfacing and striping of the parking
                           areas and garages of the Property, if any.

                  9.       Cost of all maintenance service agreements, including
                           those for equipment, alarm service, window cleaning,
                           drapery or venetian blind cleaning, janitorial
                           services, pest control, uniform supply, plant
                           maintenance, landscaping, and any parking equipment.

                  10.      Cost of all other repairs, replacements and general
                           maintenance of the Property and Building neither
                           specified above nor directly billed to tenants.

                  11.      The amortized cost of capital improvements made to 
                           the Building or the Property which are: (a)
                           primarily for the purpose of reducing operating
                           expense costs or otherwise improving the operating
                           efficiency of the Property or Building; or (b)
                           required to comply with any laws, rules or
                           regulations of any governmental authority or a
                           requirement of Landlord's insurance carrier. The
                           cost of such capital improvements shall be amortized
                           over a period of five (5) years and shall, at
                           Landlord's option, include interest at a rate that
                           is reasonably equivalent to the interest rate that
                           Landlord would be required to pay to finance the
                           cost of the capital improvement in question as of
                           the date such capital improvement is performed,
                           provided if the payback period for any capital
                           improvement is less than five (5) years, Landlord
                           may amortize the cost of such capital improvement
                           over the payback period. Notwithstanding the
                           foregoing, the portion of the annual amortized costs
                           to be included in Basic Costs in any calendar year
                           with respect to a capital improvement which is
                           intended to reduce expenses or improve the operating
                           efficiency of the Property or Building shall equal
                           the lesser of: a) such annual amortized costs; and
                           b) the projected annual amortized reduction in
                           expenses for that portion of the amortization period
                           of the capital improvement which falls within the
                           Lease Term (based on the total cost savings for such
                           period, as reasonably estimated by Landlord).

                  12.      Any other expense or charge of any nature whatsoever
                           which, in accordance with general industry practice
                           with respect to the operation of a first-class office
                           building, would be construed as an operating expense.

                  In addition, if Landlord incurs any costs and expenses in
                  connection with the operation, maintenance, repair, management
                  or ownership of the Building and one or more other buildings,
                  such costs and expenses shall be equitably prorated between
                  the Building and such other buildings and the Building's
                  equitable share thereof shall be included in Basic Costs.
                  Basic Costs shall not include the cost of capital improvements
                  (except as set forth above and as distinguished from
                  replacement parts or components purchased and installed in the
                  ordinary course), depreciation, interest (except as provided
                  above with respect to the amortization of capital
                  improvements), lease commissions, and principal payments on
                  mortgage and other non-operating debts of Landlord. In
                  addition, the following shall not be included in Basic Costs:

                  a)       Repairs or other work occasioned by: (i) fire,
                           windstorm, or other casualty of the type which
                           Landlord has insured (to the extent that Landlord has
                           received insurance proceeds and provided that the
                           amount of any deductible paid by Landlord shall be
                           included in Basic Costs); or (ii) the exercise of the
                           right of eminent domain (to the extent that such
                           repairs or other work are covered by the proceeds of
                           the award, if any, received by Landlord);

                  b)       Leasing commissions, brochures, marketing supplies,
                           attorney's fees, costs, and disbursements and other
                           expenses incurred in connection with negotiation of
                           leases with prospective tenants;

                                       10


<PAGE>   11

                  c)       Rental concessions granted to specific tenants and
                           expenses incurred in renovating or otherwise
                           improving or decorating, painting, or redecorating
                           space for specific tenants, other than ordinary
                           repairs and maintenance provided or available to
                           tenants in general;

                  d)       Landlord's costs of electricity and other services
                           sold or provided to tenants in the Building and for
                           which Landlord is entitled to be reimbursed by such
                           tenants as a separate additional charge or rental
                           over and above the base rental or additional base
                           rental payable under the lease with such tenant;

                  e)       Overhead and profit increment paid to subsidiaries or
                           other affiliates of Landlord for services on or to
                           the Property, Building and/or Premises to the extent
                           only that the costs of such services exceed the
                           competitive cost for such services rendered by
                           persons or entities of similar skill, competence and
                           experience.

                  f)       The cost of services that are not available to Tenant
                           under this Lease or for which Tenant reimburses
                           Landlord as a separate charge (other than through
                           Basic Costs);

                  g)       Advertising and promotional expenditures;

                  h)       Costs incurred in connection with the sale,
                           financing, refinancing, mortgaging or sale of the
                           Building or Property, including brokerage
                           commissions, attorneys' and accountants' fees,
                           closing costs, title insurance premiums, transfer
                           taxes and interest charges;

                  i)       Costs, fines, interest, penalties, legal fees or
                           costs of litigation incurred due to the late payments
                           of taxes, utility bills and other costs incurred by
                           Landlord's failure to make such payments when due
                           unless such failure is due to Landlord's good faith
                           and reasonable efforts in contesting the amount of
                           such payments;

                  j)       Costs incurred by Landlord for trustee's fees,
                           partnership organizational expenses and accounting
                           fees to the extent relating to Landlord's general
                           corporate overhead and general administrative
                           expenses;

                  k)       Any penalties or liquidated damages that Landlord
                           pays to Tenant under this Lease or to any other
                           tenants in the Building under their respective
                           leases;

                  l)       Attorney's fees, costs and disbursements and other
                           expenses incurred in connection with negotiations or
                           disputes with tenants or other occupants of the
                           Building or with prospective tenants (other than
                           attorney's fees, costs and disbursements and other
                           expenses incurred by Landlord in seeking to enforce
                           Building rules and regulations).

                  If the Building is not at least ninety-five percent (95%)
                  occupied during any calendar year of the Lease Term or if
                  Landlord is not supplying services to at least ninety-five
                  percent (95%) of the total Rentable Area of the Building at
                  any time during any calendar year of the Lease Term, actual
                  Basic Costs for purposes hereof shall be determined as if the
                  Building had been ninety-five percent (95%) occupied and
                  Landlord had been supplying services to ninety-five percent
                  (95%) of the Rentable Area of the Building during such year.
                  If Tenant pays for its Pro Rata Share of Basic Costs based on
                  increases over a "Base Year" and Basic Costs for any calendar
                  year during the Lease Term are determined as provided in the
                  foregoing sentence, Basic Costs for such Base Year shall also
                  be determined as if the Building had been ninety-five percent
                  (95%) occupied and Landlord had been supplying services to
                  ninety-five percent (95%) of the Rentable Area of the
                  Building. Any necessary extrapolation of Basic Costs under
                  this Article shall be performed by adjusting the cost of those
                  components of Basic Costs that are impacted by changes in the
                  occupancy of the Building (including, at Landlord's option,
                  Taxes) to the 

                                       11

<PAGE>   12

                  cost that would have been incurred if the Building had been
                  ninety-five percent (95%) occupied and Landlord had been
                  supplying services to ninety-five percent (95%) of the
                  Rentable Area of the Building. In addition, if Tenant's Pro
                  Rata Share of Basic Costs is determined based upon
                  increases over a Base Year and Basic Costs for the Base
                  Year include exit and disconnection fees, stranded cost
                  charges and/or competitive transaction charges, such fees
                  and charges may, at Landlord's option, be imputed as a
                  Basic Cost for subsequent years in which such fees and
                  charges are not incurred. In no event, however, shall the
                  amount of such imputed fees and charges exceed the actual
                  amount of exit and disconnection fees, stranded cost
                  charges and/or competitive transaction charges that were
                  actually included in Basic Costs for the Base Year.

         C.       If Basic Costs for any calendar year increase by more than 
                  three percent (3%) over Basic Costs for the immediately
                  preceding calendar year, Tenant, within ninety (90) days
                  after receiving Landlord's statement of actual Basic Costs
                  for a particular calendar year, shall have the right to
                  provide Landlord with written notice (the "Review Notice")
                  of its intent to review Landlord's books and records
                  relating to the Basic Costs for such calendar year. Within
                  a reasonable time after receipt of a timely Review Notice,
                  Landlord shall make such books and records available to
                  Tenant or Tenant's agent for its review at either
                  Landlord's home office or at the office of the Building,
                  provided that if Tenant retains an agent to review
                  Landlord's books and records for any calendar year, such
                  agent must be A CPA firm licensed to do business in the
                  state in which the Building is located. Tenant shall be
                  solely responsible for any and all costs, expenses and fees
                  incurred by Tenant or Tenant's agent in connection with
                  such review. If Tenant elects to review Landlord's books
                  and records, within thirty (30) days after such books and
                  records are made available to Tenant, Tenant shall have the
                  right to give Landlord written notice stating in reasonable
                  detail any objection to Landlord's statement of actual
                  Basic Costs for such calendar year. If Tenant fails to give
                  Landlord written notice of objection within such thirty
                  (30) day period or fails to provide Landlord with a Review
                  Notice within the ninety (90) day period provided above,
                  Tenant shall be deemed to have approved Landlord's
                  statement of Basic Costs in all respects and shall
                  thereafter be barred from raising any claims with respect
                  thereto. Upon Landlord's receipt of a timely objection
                  notice from Tenant, Landlord and Tenant shall work together
                  in good faith to resolve the discrepancy between Landlord's
                  statement and Tenant's review. If Landlord and Tenant
                  determine that Basic Costs for the calendar year in
                  question are less than reported, Landlord shall provide
                  Tenant with a credit against future Additional Base Rental
                  in the amount of any overpayment by Tenant. Likewise, if
                  Landlord and Tenant determine that Basic Costs for the
                  calendar year in question are greater than reported, Tenant
                  shall forthwith pay to Landlord the amount of underpayment
                  by Tenant. In addition, if Landlord and Tenant determine
                  that Basic Costs for the Building for the year in question
                  were less than stated by more than five percent (5%),
                  Landlord, within thirty (30) days after its receipt of paid
                  invoices therefor from Tenant, shall reimburse Tenant for
                  any reasonable amounts paid by Tenant to third parties in
                  connection with such review by Tenant. Any information
                  obtained by Tenant pursuant to the provisions of this
                  Section shall be treated as confidential. Notwithstanding
                  anything herein to the contrary, Tenant shall not be
                  permitted to examine Landlord's books and records or to
                  dispute any statement of Basic Costs unless Tenant has paid
                  to Landlord the amount due as shown on Landlord's statement
                  of actual Basic Costs, said payment being a condition
                  precedent to Tenant's right to examine Landlord's books and
                  records.

         D.       Tenant covenants and agrees to pay to Landlord during the 
                  Lease Term, without any setoff or deduction whatsoever, the
                  full amount of all Base Rental and Additional Base Rental
                  due hereunder. In addition, Tenant shall pay and be liable
                  for, as additional rent, all rental, sales and use taxes or
                  other similar taxes, if any, levied or imposed by any city,
                  state, county or other governmental body having authority,
                  such payments to be in addition to all other payments
                  required to be paid to Landlord by Tenant under the terms
                  and conditions of this Lease. Any such payments shall 

                                       12

<PAGE>   13

                  be paid concurrently with the payments of the Rent on which
                  the tax is based. The Base Rental, Tenant's Pro Rata Share of
                  Basic Costs and any recurring monthly charges due hereunder
                  shall be due and payable in advance on the first day of each
                  calendar month during the Lease Term without demand, provided
                  that the installment of Base Rental for the first full
                  calendar month of the Lease Term shall be payable upon the
                  execution of this Lease by Tenant. All other items of Rent
                  shall be due and payable by Tenant on or before ten (10) days
                  after billing by Landlord. If the Lease Term commences on a
                  day other than the first day of a calendar month or terminates
                  on a day other than the last day of a calendar month, then the
                  monthly Base Rental and Tenant's Pro Rata Share of Basic Costs
                  for such month shall be prorated for the number of days in
                  such month occurring within the Lease Term based on a
                  fraction, the numerator of which is the number of days of the
                  Lease Term that fell within such calendar month and the
                  denominator of which is thirty (30). All such payments shall
                  be by a good and sufficient check. No payment by Tenant or
                  receipt or acceptance by Landlord of a lesser amount than the
                  correct amount of Rent due under this Lease shall be deemed to
                  be other than a payment on account of the earliest Rent due
                  hereunder, nor shall any endorsement or statement on any check
                  or any letter accompanying any check or payment be deemed an
                  accord and satisfaction, and Landlord may accept such check or
                  payment without prejudice to Landlord's right to recover the
                  balance or pursue any other available remedy. The acceptance
                  by Landlord of any Rent on a date after the due date of such
                  payment shall not be construed to be a waiver of Landlord's
                  right to declare a default for any other late payment.
                  Tenant's covenant to pay Rent shall be independent of every
                  other covenant set forth in this Lease.

         E.       All Rent not paid when due and payable shall bear interest
                  from the date Landlord provides Tenant with notice that the
                  rent was not received on the date due until paid at the lesser
                  of: (1) eighteen percent (18%) per annum; or (2) the Maximum
                  Rate. In addition, if Tenant fails to pay any installment of
                  Rent within one (1) business day after when due and payable
                  hereunder, a service fee equal to five percent (5%) of such
                  unpaid amount will be due and payable immediately by Tenant to
                  Landlord.

         F.       In lieu of requiring Tenant to pay Rent by good and sufficient
                  check in the manner described in Section IV.D. above, Landlord
                  shall have the right to require Tenant to pay Rent by means of
                  an automated debit system (the "Automatic Debit System")
                  whereby any or all payments of Rent shall be debited from
                  Tenant's account in a bank or financial institution designated
                  by Tenant and credited to Landlord's account in a bank or
                  financial institution designated by Landlord. In the event
                  Landlord elects to have Tenant pay all or any portion of Rent
                  by means of the Automatic Debit System, Tenant, within thirty
                  (30) days after written request by Landlord, shall execute and
                  deliver to Landlord any authorizations, certificates or other
                  documentation as may be required to establish and give effect
                  to the Automatic Debit System. If Landlord elects to have less
                  than all items of Rent paid by the Automatic Debit System,
                  Landlord shall advise Tenant in writing as to those items of
                  Rent that will be paid by the Automatic Debit System (e.g.
                  Base Rental only or Base Rental and Tenant's Pro Rata Share of
                  Basic Costs only). Either party shall have the right to change
                  its bank or financial institution from time to time, provided
                  that Tenant, no less than thirty (30) days prior to the
                  effective date of any such change, shall provide Landlord with
                  written notice of such change and any and all authorizations,
                  certificates or other documentation as may be required to
                  establish and give effect to the Automatic Debit System at
                  Tenant's new bank or financial institution. Tenant shall
                  promptly pay all service fees and other charges imposed upon
                  Landlord or Tenant in connection with the Automatic Debit
                  System, including, without limitation, any charges resulting
                  from insufficient funds in Tenant's bank account. In the event
                  that any Rent is not paid on time as a result of insufficient
                  funds in Tenant's account, Tenant shall be liable for any
                  interest and/or service fee in accordance with Section IV.E.
                  above. Tenant shall remain liable to Landlord for all payments
                  of Rent due hereunder regardless of whether Tenant's account
                  is incorrectly debited in any given month, it being 

                                       13

<PAGE>   14

                  agreed that a debit of less than the full amount of Rent due
                  shall not be construed as a waiver by Landlord of its right to
                  receive any unpaid balance of Rent. Notwithstanding the
                  foregoing, Landlord shall not be entitled to require Tenant to
                  pay Rent through the Automatic Debit System unless Tenant, on
                  more than three (3) occasion(s) during the Lease Term, has
                  failed to pay any installment of Rent on or before the date
                  required herein. Notwithstanding the foregoing, Landlord shall
                  not be entitled to require Tenant to pay Rent through the
                  Automatic Debit System unless Tenant, on more than two (2)
                  occasions during the Lease Term, has failed to pay any
                  installment of Rent on or before the date required herein.

V.       USE.

         The Premises shall be used for the Permitted Use and for no other
purpose. Tenant agrees not to use or permit the use of the Premises for any
purpose which is illegal, dangerous to life, limb or property or which, in
Landlord's reasonable opinion, creates a nuisance or which would increase the
cost of insurance coverage with respect to the Building. Landlord hereby
represents that so long as Tenant complies with all of the terms and conditions
of this Lease and uses the Premises in a manner that does not materially
increase the danger of property damage or personal injury, the use of the
Premises for the Permitted Use will not result in an increase in the cost of
insurance coverage for which Tenant will be responsible (other than through
inclusion in Basic Costs). Tenant shall conduct its business and control its
agents, servants, contractors, employees, customers, licensees, and invitees in
such a manner as not to interfere with, annoy or disturb other tenants, or in
any way interfere with Landlord in the management and operation of the Building.
Tenant will maintain the Premises in a clean and healthful condition, and comply
with all laws, ordinances, orders, rules and regulations of any governmental
entity with reference to the operation of Tenant's particular business and to
the use, condition, configuration or occupancy of the Premises, including
without limitation, the Americans with Disabilities Act (collectively referred
to as "Laws"). Tenant, within ten (10) days after receipt thereof, shall provide
Landlord with copies of any notices it receives with respect to a violation or
alleged violation of any Laws. Tenant will comply with the rules and regulations
of the Building attached hereto as Exhibit B and such other rules and
regulations adopted and altered by Landlord from time to time and will cause all
of its agents, servants, contractors, employees, customers, licensees and
invitees to do so. All changes to such rules and regulations will be reasonable
and shall be sent by Landlord to Tenant in writing. Except to the extent
properly included in Basic Costs, Landlord shall be responsible for the cost of
correcting any violations of Title III of the Americans with Disabilities Act
(ADA) with respect to the Common Areas of the Building. Notwithstanding the
foregoing, Landlord shall have the right to contest any alleged violation in
good faith, including, without limitation, the right to apply for and obtain a
waiver or deferment of compliance, the right to assert any and all defenses
allowed by law and the right to appeal any decisions, judgments or rulings to
the fullest extent permitted by law. Landlord, after the exhaustion of any and
all rights to appeal or contest, will make all repairs, additions, alterations
or improvements necessary to comply with the terms of any final order or
judgment.

VI.      SECURITY DEPOSIT.

         The Security Deposit shall be delivered to Landlord upon the execution
of this Lease by Tenant and shall be held by Landlord without liability for
interest (except as required by law) and as security for the performance of
Tenant's obligations under this Lease. The Security Deposit shall not be
considered an advance payment of Rent or a measure of Tenant's liability for
damages. Landlord may, from time to time, without prejudice to any other remedy,
use all or a portion of the Security Deposit to make good any arrearage of Rent,
to repair damages to the Premises, to clean the Premises upon termination of
this Lease or otherwise to satisfy any other covenant or obligation of Tenant
hereunder. Following any such application of the Security Deposit, Tenant shall
pay to Landlord on demand the amount so applied in order to restore the Security
Deposit to its original amount. If Tenant is not in default at the termination
of this Lease, after Tenant surrenders the Premises to Landlord in accordance
with this Lease and all amounts due Landlord from Tenant are finally determined
and paid by Tenant or through application of the Security Deposit, the balance
of the Security Deposit remaining after any such application shall be returned
to Tenant. If Landlord transfers its interest in the Premises during the Lease
Term, Landlord may assign the Security Deposit to the transferee and thereafter
shall have no further liability for the return of such Security Deposit. Tenant
agrees to look solely to such transferee or assignee for the return of the

                                       14

<PAGE>   15

Security Deposit. Landlord and its successors and assigns shall not be bound by
any actual or attempted assignment or encumbrance of the Security Deposit by
Tenant, provided, however, if Tenant's interest in this Lease has been assigned,
Landlord shall, provided that Landlord has been furnished with a fully executed
copy of the agreement assigning such Security Deposit, return the Security
Deposit to such assignee in accordance with the terms and conditions hereof. If
Landlord returns the Security Deposit to Tenant's assignee as aforesaid,
Landlord will have no further obligation to any party with respect thereto.
Landlord shall not be required to keep the Security Deposit separate from its
other accounts.

VII.     SERVICES TO BE FURNISHED BY LANDLORD.

         A.       Landlord, as part of Basic Costs (except as otherwise
                  provided), agrees to furnish Tenant the following services:

                  1.       Water for use in the lavatories on the floor(s) on 
                           which the Premises is located. If Tenant desires 
                           water in the Premises for any approved reason, 
                           including a private lavatory or kitchen, cold water 
                           shall be supplied, at Tenant's sole cost and expense,
                           from the Building water main through a line and 
                           fixtures installed at Tenant's sole cost and 
                           expense with the prior reasonable consent of 
                           Landlord. If Tenant desires hot water in the 
                           Premises, Tenant, at its sole cost and expense and 
                           subject to the prior reasonable consent of
                           Landlord, may install a hot water heater in the
                           Premises. Tenant shall be solely responsible for
                           maintenance and repair of any such hot water heater.

                  2.       Central heat and air conditioning in season during  
                           Normal Business Hours, at such temperatures and in
                           such amounts as are considered by Landlord, in its
                           reasonable judgment, to be standard for buildings of
                           similar class, size, age and location, or as
                           required by governmental authority. In the event
                           that Tenant requires central heat, ventilation or
                           air conditioning at hours other than Normal Business
                           Hours, such central heat, ventilation or air
                           conditioning shall be furnished only upon the
                           written request of Tenant delivered to Landlord at
                           the office of the Building prior to 3:00 P.M. at
                           least one Business Day in advance of the date for
                           which such usage is requested. Tenant shall pay
                           Landlord, as Additional Base Rental, the entire cost
                           of additional service as such costs are determined
                           by Landlord from time to time.

                  3.       Maintenance and repair of all Common Areas in the
                           manner and to the extent reasonably deemed by
                           Landlord to be standard for buildings of similar
                           class, size, age and location.

                  4.       Janitor service on Business Days; provided, however,
                           if Tenant's use, floor covering or other improvements
                           require special services, Tenant shall pay the
                           additional cost reasonably attributable thereto as
                           Additional Base Rental.

                  5.       Passenger elevator service in common with other 
                           tenants of the Building.

                  6.       Electricity to the Premises for general office use,
                           in accordance with and subject to the terms and
                           conditions set forth in Article XI of this Lease.

         B.       The failure by Landlord to any extent to furnish, or the  
                  interruption or termination of, any services in whole or in
                  part, resulting from adherence to laws, regulations and
                  administrative orders, wear, use, repairs, improvements,
                  alterations or any causes beyond the reasonable control of
                  Landlord shall not render Landlord liable in any respect nor
                  be construed as a constructive eviction of Tenant, nor give
                  rise to an abatement of Rent, nor relieve Tenant from the
                  obligation to fulfill any covenant or agreement hereof.
                  Should any of the equipment or machinery used in the
                  provision of such services for any cause cease to function
                  properly, Landlord shall use reasonable diligence to repair
                  such equipment or machinery. Notwithstanding anything to the
                  contrary 

                                       15

<PAGE>   16

                  contained in this Section VII.B., if: (i) Landlord ceases to
                  furnish any service in the Building for a period in excess
                  of five (5) consecutive days after Tenant notifies Landlord
                  of such cessation (the "Interruption Notice"); (ii) such
                  cessation does not arise as a result of an act or omission
                  of Tenant; (iii) such cessation is not caused by a fire or
                  other casualty (in which case Article XIX shall control);
                  (iv) the restoration of such service is reasonably within
                  the control of Landlord; and (v) as a result of such
                  cessation, the Premises, or a material portion thereof, is
                  rendered untenantable (meaning that Tenant is unable to use
                  the Premises in the normal course of its business) and
                  Tenant in fact ceases to use the Premises, or material
                  portion thereof, then Tenant, as its sole remedy, shall be
                  entitled to receive an abatement of Base Rental payable
                  hereunder during the period beginning on the sixth (6th)
                  consecutive day of such cessation and ending on the day when
                  the service in question has been restored. In the event the
                  entire Premises has not been rendered untenantable by the
                  cessation in service, the amount of abatement that Tenant is
                  entitled to receive shall be prorated based upon the
                  percentage of the Premises so rendered untenantable and not
                  used by Tenant.

         C.       Tenant expressly acknowledges that if Landlord, from time to
                  time, elects to provide security services, Landlord shall not
                  be deemed to have warranted the efficiency of any security
                  personnel, service, procedures or equipment and Landlord shall
                  not be liable in any manner for the failure of any such
                  security personnel, services, procedures or equipment to
                  prevent or control, or apprehend anyone suspected of personal
                  injury, property damage or any criminal conduct in, on or
                  around the Property.

VIII.    LEASEHOLD IMPROVEMENTS.

         Any trade fixtures, unattached and movable equipment or furniture, or
other personalty brought into the Premises by Tenant ("Tenant's Property") shall
be owned and insured by Tenant. Tenant shall remove all such Tenant's Property
from the Premises in accordance with the terms of Article XXXV hereof. Any and
all alterations, additions and improvements to the Premises, including any
built-in furniture (collectively, "Leasehold Improvements") shall be owned and
insured by Landlord and shall remain upon the Premises, all without
compensation, allowance or credit to Tenant unless the parties agree otherwise
in writing. Landlord may, nonetheless, at any time prior to, or within six (6)
months after, the expiration or earlier termination of this Lease or Tenant's
right to possession, require Tenant to remove any Leasehold Improvements
performed by or for the benefit of Tenant and all electronic, phone and data
cabling as are designated by Landlord (the "Required Removables") at Tenant's
sole cost. In the event that Landlord so elects, Tenant shall remove such
Required Removables within ten (10) days after notice from Landlord, provided
that in no event shall Tenant be required to remove such Required Removables
prior to the expiration or earlier termination of this Lease or Tenant's right
to possession. In addition to Tenant's obligation to remove the Required
Removables, Tenant shall repair any damage caused by such removal and perform
such other work as is reasonably necessary to restore the Premises to a "move
in" condition. If Tenant fails to remove any specified Required Removables or to
perform any required repairs and restoration within the time period specified
above, Landlord, at Tenant's sole cost and expense, may remove, store, sell
and/or dispose of the Required Removables and perform such required repairs and
restoration work. Tenant, within five (5) days after demand from Landlord, shall
reimburse Landlord for any and all reasonable costs incurred by Landlord in
connection with the Required Removables. Notwithstanding the foregoing, Tenant
may request in writing at the time it submits its plans and specifications for
an alteration, addition or improvement, that Landlord advise Tenant whether
Landlord will require Tenant to remove, at the termination of this Lease or
Tenant's right to possession hereunder, such alteration, addition or
improvement, or any particular portion thereof and Landlord shall advise Tenant
within twenty (20) days after receipt of Tenant's request as to whether Landlord
will require removal; provided, however, Landlord shall have the right to
require Tenant to remove any vault, stairway, raised floor or structural
alterations installed in the Premises, regardless of whether Landlord timely
notified Tenant that it would require such removal.

IX.      GRAPHICS.

         Landlord shall provide and install, at Tenant's cost, any suite numbers
and Tenant identification on the exterior of the Premises using the standard
graphics for the 



                                       16
<PAGE>   17

Building. Tenant shall not be permitted to install any signs or other
identification without Landlord's prior written consent.

X.       REPAIRS AND ALTERATIONS.

         A.       Except to the extent such obligations are imposed upon 
                  Landlord hereunder, Tenant, at its sole cost and expense,
                  shall perform all maintenance and repairs to the Premises as
                  are necessary to keep the same in good condition and repair
                  throughout the entire Lease Term, reasonable wear and tear
                  excepted. Tenant's repair and maintenance obligations with
                  respect to the Premises shall include, without limitation,
                  any necessary repairs with respect to: (1) any carpet or
                  other floor covering, (2) any interior partitions, (3) any
                  doors, (4) the interior side of any demising walls, (5) any
                  telephone and computer cabling that serves Tenant's
                  equipment exclusively, (6) any supplemental air conditioning
                  units, private showers and kitchens, including any plumbing
                  in connection therewith, and similar facilities serving
                  Tenant exclusively, and (7) any alterations, additions or
                  improvements performed by contractors retained by Tenant.
                  All such work shall be performed in accordance with section
                  X.B. below and the rules, policies and procedures reasonably
                  enacted by Landlord from time to time for the performance of
                  work in the Building. If Tenant fails to make any necessary
                  repairs to the Premises, Landlord may, at its option, make
                  such repairs, and Tenant shall pay the cost thereof to the
                  Landlord on demand as Additional Base Rental, together with
                  an administrative charge in an amount equal to ten percent
                  (10%) of the cost of such repairs. Landlord shall, at its
                  expense (except as included in Basic Costs), keep and
                  maintain in good repair and working order and make all
                  repairs to and perform necessary maintenance upon: (a) all
                  structural elements of the Building; and (b) all mechanical,
                  electrical and plumbing systems that serve the Building in
                  general; and (c) the Building facilities common to all
                  tenants including, but not limited to, the ceilings, walls
                  and floors in the Common Areas.

         B.       Tenant shall not make or allow to be made any alterations,  
                  additions or improvements to the Premises without first
                  obtaining the written consent of Landlord in each such
                  instance, such consent shall not be unreasonable withheld or
                  delayed. Prior to commencing any such work and as a
                  condition to obtaining Landlord's consent, Tenant must
                  furnish Landlord with plans and specifications reasonably
                  acceptable to Landlord; names and addresses of contractors
                  reasonably acceptable to Landlord; copies of contracts;
                  necessary permits and approvals; evidence of contractor's
                  and subcontractor's insurance in accordance with Article XVI
                  section B. hereof, and payment bond or other security, all
                  in form and amount satisfactory to Landlord. All such
                  improvements, alterations or additions shall be constructed
                  in a good and workmanlike manner using Building Standard
                  materials or other new materials of equal or greater
                  quality. Landlord, to the extent reasonably necessary to
                  avoid any disruption to the tenants and occupants of the
                  Building, shall have the right to designate the time when
                  any such alterations, additions and improvements may be
                  performed and to otherwise designate reasonable rules,
                  regulations and procedures for the performance of work in
                  the Building. Upon completion, Tenant shall furnish
                  "as-built" plans, contractor's affidavits and full and final
                  waivers of lien and receipted bills covering all labor and
                  materials. All improvements, alterations and additions shall
                  comply with all insurance requirements, codes, ordinances,
                  laws and regulations, including without limitation, the
                  Americans with Disabilities Act. Tenant shall reimburse
                  Landlord upon demand as Additional Base Rental for all sums,
                  if any, expended by Landlord for third party examination of
                  the architectural, mechanical, electric and plumbing plans
                  for any alterations, additions or improvements. In addition,
                  if Landlord so requests, Landlord shall be entitled to
                  oversee the construction of any alterations, additions or
                  improvements that may affect the structure of the Building
                  or any of the mechanical, electrical, plumbing or life
                  safety systems of the Building. In the event Landlord elects
                  to oversee such work, Landlord shall be entitled to receive
                  a fee for such oversight in an amount equal to fifteen
                  percent (15%) of the cost of such alterations, additions or
                  improvements. Landlord's approval of Tenant's plans and
                  specifications for any work performed for or on behalf of
                  Tenant 




                                       17
<PAGE>   18

                  shall not be deemed to be a representation by Landlord that
                  such plans and specifications comply with applicable
                  insurance requirements, building codes, ordinances, laws or
                  regulations or that the alterations, additions and
                  improvements constructed in accordance with such plans and
                  specifications will be adequate for Tenant's use.

XI.      USE OF ELECTRICAL SERVICES BY TENANT.

         A.       All electricity used by Tenant in the Premises shall, at  
                  Landlord's option, be paid for by Tenant either: (1) through
                  inclusion in Base Rental and Basic Costs (except as provided
                  in Section XI.B. below with respect to excess usage); or (2)
                  by a separate charge billed directly to Tenant by Landlord
                  and payable by Tenant as Additional Base Rental within ten
                  (10) days after billing; or (3) by a separate charge or
                  charges billed by the utility company(ies) providing
                  electrical service and payable by Tenant directly to such
                  utility company(ies). It is understood that electrical
                  service to the Premises may be furnished by one or more
                  companies providing electrical generation, transmission
                  and/or distribution services and that the cost of
                  electricity may be billed as a single charge or divided into
                  and billed in a variety of categories such as distribution
                  charges, transmission charges, generation charges, public
                  good charges or other similar categories. Landlord shall
                  have the exclusive right to select the company(ies)
                  providing electrical service to the Building, Premises and
                  Property, to aggregate the electrical service for the
                  Building, Premises and Property with other buildings, to
                  purchase electricity for the Building, Premises and Property
                  through a broker and/or buyers group and to change the
                  providers and/or manner of purchasing electricity from time
                  to time. Landlord shall be entitled to receive a reasonable
                  fee (if permitted by law) for the services provided by
                  Landlord in connection with the selection of utility
                  companies and the negotiation and administration of
                  contracts for the generation of electricity. In addition, if
                  Landlord bills Tenant directly for the cost of electricity
                  as Additional Base Rental, the cost of electricity may
                  include (if permitted by law) an administrative fee to
                  reimburse Landlord for the cost of reading meters, preparing
                  invoices and related costs.

         B.       Tenant's use of electrical service in the Premises shall not 
                  exceed, either in voltage, rated capacity, use beyond Normal
                  Business Hours or overall load, that which Landlord deems to
                  be standard for the Building. In the event Tenant shall
                  consume (or request that it be allowed to consume)
                  electrical service in excess of that deemed by Landlord to
                  be standard for the Building, Landlord may refuse to consent
                  to such excess usage or may condition its consent to such
                  excess usage upon such conditions as Landlord reasonably
                  elects (including the installation of utility service
                  upgrades, submeters, air handlers or cooling units), and all
                  such additional usage (to the extent permitted by law),
                  installation and maintenance thereof shall be paid for by
                  Tenant as Additional Base Rental. Landlord, at any time
                  during the Lease Term, shall have the right to separately
                  meter electrical usage for the Premises or to measure
                  electrical usage by survey or any other method that
                  Landlord, in its reasonable judgment, deems to be
                  appropriate.

         C.       Notwithstanding Section A. above to the contrary, if Landlord
                  permits Tenant to purchase electrical power for the Premises
                  from a provider other than Landlord's designated
                  company(ies), such provider shall be considered to be a
                  contractor of Tenant and Tenant shall indemnify and hold
                  Landlord harmless from such provider's acts and omissions
                  while in, or in connection with their services to, the
                  Building or Premises in accordance with the terms and
                  conditions of Article XV. In addition, at the request of
                  Landlord, Tenant shall allow Landlord to purchase
                  electricity from Tenant's provider at Tenant's rate or at
                  such lower rate as can be negotiated by the aggregation of
                  Landlord's and Tenant's requirements for electricity power.

XII.     ENTRY BY LANDLORD.

         Landlord and its agents or representatives shall have the right to
enter the Premises to inspect the same, or to show the Premises to prospective
purchasers, 




                                       18
<PAGE>   19

mortgagees, tenants (during the last twelve months of the Lease Term or earlier
in connection with a potential relocation) or insurers, or to clean or make
repairs, alterations or additions thereto, including any work that Landlord
deems necessary for the safety, protection or preservation of the Building or
any occupants thereof, or to facilitate repairs, alterations or additions to the
Building or any other tenants' premises. Except for any entry by Landlord in an
emergency situation or to provide normal cleaning and janitorial service,
Landlord shall provide Tenant with reasonable prior notice of any entry into the
Premises, which notice may be given verbally. If reasonably necessary for the
protection and safety of Tenant and its employees, Landlord shall have the right
to temporarily close the Premises to perform repairs, alterations or additions
in the Premises, provided that Landlord shall use reasonable efforts to perform
all such work on weekends and after Normal Business Hours. Entry by Landlord
hereunder shall not constitute a constructive eviction or entitle Tenant to any
abatement or reduction of Rent by reason thereof.

XIII.    ASSIGNMENT AND SUBLETTING.

         A.       Tenant shall not assign, sublease, transfer or encumber  
                  this Lease or any interest therein or grant any license,
                  concession or other right of occupancy of the Premises or
                  any portion thereof or otherwise permit the use of the
                  Premises or any portion thereof by any party other than
                  Tenant (any of which events is hereinafter called a
                  "Transfer") without the prior written consent of Landlord,
                  which consent shall not be unreasonably withheld with
                  respect to any proposed assignment or subletting. Landlord's
                  consent shall not be considered unreasonably withheld if:
                  (1) the proposed transferee's financial responsibility does
                  not meet the same criteria Landlord uses to select Building
                  tenants; (2) the proposed transferee's business is not
                  suitable for the Building considering the business of the
                  other tenants and the Building's prestige or would result in
                  a violation of an exclusive right granted to another tenant
                  in the Building; (3) the proposed use is different than the
                  Permitted Use; (4) the proposed transferee is a government
                  agency or occupant of the Building; (5) Tenant is in
                  default; or (6) any portion of the Building or Premises
                  would become subject to additional or different governmental
                  laws or regulations as a consequence of the proposed
                  Transfer and/or the proposed transferee's use and occupancy
                  of the Premises. Tenant acknowledges that the foregoing is
                  not intended to be an exclusive list of the reasons for
                  which Landlord may reasonably withhold its consent to a
                  proposed Transfer. Any attempted Transfer in violation of
                  the terms of this Article shall, at Landlord's option, be
                  void. Consent by Landlord to one or more Transfers shall not
                  operate as a waiver of Landlord's rights as to any
                  subsequent Transfers. In addition, Tenant shall not, without
                  Landlord's consent, publicly advertise the proposed rental
                  rate for any Transfer. Notwithstanding anything to the
                  contrary contained herein or in Section XIII.D., Tenant may
                  assign its entire interest under this Lease or sublet the
                  Premises to a wholly owned corporation, partnership or other
                  legal entity or affiliate, subsidiary or parent of Tenant or
                  to any successor to Tenant by purchase, merger,
                  consolidation or reorganization (hereinafter, collectively,
                  referred to as "Permitted Transfer") without the consent of
                  Landlord, provided: (i) Tenant is not in default under this
                  Lease; (ii) if the proposed transferee is a successor to
                  Tenant by purchase, merger, consolidation or reorganization,
                  the continuing or surviving entity shall own all or
                  substantially all of the assets of Tenant and shall either:
                  (a) have a net worth which is at least equal to the greater
                  of Tenant's net worth at the date of this Lease or Tenant's
                  net worth at the date of the Transfer; or (b) if such
                  successor entity does not have an equal or greater net
                  worth, such successor entity must have a net worth that is
                  reasonably sufficient to perform the obligations of Tenant
                  hereunder (taking into consideration the other obligations
                  of such entity), and, in addition, must provide Landlord
                  with a cash security deposit or letter of credit in an
                  amount reasonably necessary to cause the level of Landlord's
                  lease securitization after such transfer to be at least
                  comparable to the greater of Landlord's level of lease
                  securitization as of the date of this Lease or as of the day
                  prior to the transfer; (iii) such proposed transferee
                  operates the business in the Premises for the Permitted Use
                  and no other purpose; and (iv) in no event shall any
                  Transfer release or relieve Tenant from any of its
                  obligations under this Lease. Tenant shall give Landlord
                  written notice at least thirty (30) days prior to the
                  effective date of such Permitted 




                                       19
<PAGE>   20

                  Transfer. As used herein: (a) "parent" shall mean a company
                  which owns a majority of Tenant's voting equity; (b)
                  "subsidiary" shall mean an entity wholly owned by Tenant or at
                  least fifty-one percent (51%) of whose voting equity is owned
                  by Tenant; and (c) "affiliate" shall mean an entity
                  controlled, controlling or under common control with Tenant.
                  Notwithstanding the foregoing, sale of the shares of equity of
                  any affiliate or subsidiary to which this Lease has been
                  assigned or transferred other than to another parent,
                  subsidiary or affiliate of the original Tenant named hereunder
                  shall be deemed to be an assignment requiring the consent of
                  Landlord hereunder.

            B.    If Tenant requests Landlord's consent to a Transfer, Tenant,
                  together with such request for consent, shall provide Landlord
                  with the name of the proposed transferee and the nature of the
                  business of the proposed transferee, the term, use, rental
                  rate and all other material terms and conditions of the
                  proposed Transfer, including, without limitation, a copy of
                  the proposed assignment, sublease or other contractual
                  documents and evidence satisfactory to Landlord that the
                  proposed transferee is financially responsible.
                  Notwithstanding Landlord's agreement to act reasonably under
                  Section XIII.A. above, Landlord may, within forty-five (45)
                  days after its receipt of all information and documentation
                  required herein, either, (1) consent to or reasonably refuse
                  to consent to such Transfer in writing; or (2) negotiate
                  directly with the proposed transferee and in the event
                  Landlord is able to reach an agreement with such proposed
                  transferee, terminate this Lease (in part or in whole, as
                  appropriate) upon thirty (30) days' notice; or (3) cancel and
                  terminate this Lease, in whole or in part as appropriate, upon
                  thirty (30) days' notice. Notwithstanding the foregoing,
                  Tenant, within five (5) days after receipt of Landlord's
                  notice of intent to terminate, may withdraw its request for
                  consent to the Transfer. In such event, Landlord's election to
                  terminate the Lease shall be null and void and of no force and
                  effect. In the event Landlord consents to any such Transfer,
                  the Transfer and consent thereto shall be in a form approved
                  by Landlord, and Tenant shall bear all reasonable costs and
                  expenses incurred by Landlord in connection with the review
                  and approval of such documentation, which costs and expenses
                  shall be deemed to be at least Seven Hundred Fifty Dollars
                  ($750.00). Notwithstanding the foregoing, provided that Tenant
                  does not request any changes to this Lease or Landlord's
                  standard form of consent in connection with the proposed
                  transfer, such costs and expenses shall not exceed Seven
                  Hundred Fifty Dollars ($750.00).

            C.    All cash or other proceeds (the "Transfer Consideration") of
                  any Transfer of Tenant's interest in this Lease and/or the
                  Premises, whether consented to by Landlord or not, shall be
                  paid to Landlord and Tenant hereby assigns all rights it might
                  have or ever acquire in any such proceeds to Landlord. In
                  addition to the Rent hereunder, Tenant hereby covenants and
                  agrees to pay to Landlord all rent and other consideration
                  which it receives which is in excess of the Rent payable
                  hereunder within ten (10) days following receipt thereof by
                  Tenant. In determining excess rent in connection with an
                  assignment or subletting, Tenant may, [on an amortized basis,]
                  deduct the following expenditures resulting from such
                  subletting or assignment: (1) brokerage and marketing fees;
                  (2) legal fees; (3) construction costs; and (4) financial
                  concessions granted in such sublease or assignment. In
                  addition to any other rights Landlord may have, Landlord shall
                  have the right to contact any transferee and require that all
                  payments made pursuant to the Transfer shall be made directly
                  to Landlord.

            D.    If Tenant is a corporation, limited liability company or
                  similar entity, and if at any time during the Lease Term the
                  entity or entities who own the voting shares at the time of
                  the execution of this Lease cease for any reason (including
                  but not limited to merger, consolidation or other
                  reorganization involving another corporation) to own a
                  majority of such shares, or if Tenant is a partnership and if
                  at any time during the Lease Term the general partner or
                  partners who own the general partnership interests in the
                  partnership at the time of the execution of this Lease, cease
                  for any reason to own a majority of such interests (except as
                  the result of transfers by gift, bequest or inheritance to or
                  for the benefit of 



                                       20
<PAGE>   21

                  members of the immediate family of such original
                  shareholder[s] or partner[s]), such an event shall be deemed
                  to be a Transfer. The preceding sentence shall not apply
                  whenever Tenant is a corporation, the outstanding stock of
                  which is listed on a recognized security exchange, or if at
                  least eighty percent (80%) of its voting stock is owned by
                  another corporation, the voting stock of which is so listed.
                  Notwithstanding the foregoing, any change in control resulting
                  from a transfer of stock among shareholders existing as of the
                  date of this Lease shall not require Landlord's prior consent,
                  provided Landlord shall be notified of such change in control
                  thirty (30) days following the effective date of such change
                  in control. In no event shall any Transfer release or relieve
                  Tenant from any of its obligations under this Lease.

         E.       Any Transfer consented to by Landlord in accordance with this
                  Article XIII shall be only for the Permitted Use and for no
                  other purpose. In no event shall any Transfer release or
                  relieve Tenant or any Guarantors from any obligations under
                  this Lease.

XIV.     LIENS.

         Tenant will not permit any mechanic's liens or other liens to be placed
upon the Premises or Tenant's leasehold interest therein, the Building, or the
Property. Landlord's title to the Building and Property is and always shall be
paramount to the interest of Tenant, and nothing herein contained shall empower
Tenant to do any act that can, shall or may encumber Landlord's title. In the
event any such lien does attach, Tenant shall, within five (5) days of notice of
the filing of said lien, either discharge or bond over such lien to the
satisfaction of Landlord and Landlord's Mortgagee (as hereinafter defined), and
in such a manner as to remove the lien as an encumbrance against the Building
and Property. If Tenant shall fail to so discharge or bond over such lien, then,
in addition to any other right or remedy of Landlord, Landlord may, but shall
not be obligated to bond over or discharge the same. Any amount paid by Landlord
for any of the aforesaid purposes, including reasonable attorneys' fees (if and
to the extent permitted by law) shall be paid by Tenant to Landlord on demand as
Additional Base Rental. Landlord shall have the right to post and keep posted on
the Premises any notices that may be provided by law or which Landlord may deem
to be proper for the protection of Landlord, the Premises and the Building from
such liens.

XV.      INDEMNITY AND WAIVER OF CLAIMS.

         A.       Except with respect to claims waived under Article XVII below,
                  tenant shall indemnify, defend and hold Landlord, its members,
                  principals, beneficiaries, partners, officers, directors,
                  employees, Mortgagee(s) and agents, and the respective
                  principals and members of any such agents (collectively the
                  "Landlord Related Parties") harmless against and from all
                  liabilities, obligations, damages, penalties, claims, costs,
                  charges and expenses, including, without limitation,
                  reasonable attorneys' fees and other professional fees (if and
                  to the extent permitted by law), which may be imposed upon,
                  incurred by, or asserted against Landlord or any of the
                  Landlord Related Parties and arising, directly or indirectly,
                  out of or in connection with the use, occupancy or maintenance
                  of the Premises by, through or under Tenant including, without
                  limitation, any of the following: (1) any work or thing done
                  in, on or about the Premises or any part thereof by Tenant or
                  any of its transferees, agents, servants, contractors,
                  employees, customers, licensees or invitees; (2) any use,
                  non-use, possession, occupation, condition, operation or
                  maintenance of the Premises or any part thereof; (3) any act
                  or omission of Tenant or any of its transferees, agents,
                  servants, contractors, employees, customers, licensees or
                  invitees, regardless of whether such act or omission occurred
                  within the Premises; (4) any injury or damage to any person or
                  property occurring in, on or about the Premises or any part
                  thereof; or (5) any failure on the part of Tenant to perform
                  or comply with any of the covenants, agreements, terms or
                  conditions contained in this Lease with which Tenant must
                  comply or perform. In case any action or proceeding is brought
                  against Landlord or any of the Landlord Related Parties by
                  reason of any of the foregoing, Tenant shall, at Tenant's sole
                  cost and expense, resist and defend such action or proceeding
                  with counsel approved by Landlord or, at Landlord's option,
                  reimburse Landlord for the cost of any counsel retained
                  directly by Landlord to defend and resist such action or
                  proceeding.




                                       21
<PAGE>   22

         B.       Landlord and the Landlord Related Parties shall not be liable
                  for, and Tenant hereby waives, all claims for loss or damage
                  to Tenant's business or damage to person or property sustained
                  by Tenant or any person claiming by, through or under Tenant
                  [including Tenant's principals, agents and employees
                  (collectively, the "Tenant Related Parties")] resulting from
                  any accident or occurrence in, on or about the Premises, the
                  Building or the Property, including, without limitation,
                  claims for loss, theft or damage resulting from: (1) the
                  Premises, Building, or Property, or any equipment or
                  appurtenances becoming out of repair; (2) wind or weather; (3)
                  any defect in or failure to operate, for whatever reason, any
                  sprinkler, heating or air-conditioning equipment, electric
                  wiring, gas, water or steam pipes; (4) broken glass; (5) the
                  backing up of any sewer pipe or downspout; (6) the bursting,
                  leaking or running of any tank, water closet, drain or other
                  pipe; (7) the escape of steam or water; (8) water, snow or ice
                  being upon or coming through the roof, skylight, stairs,
                  doorways, windows, walks or any other place upon or near the
                  Building; (9) the falling of any fixture, plaster, tile or
                  other material; (10) any act, omission or negligence of other
                  tenants, licensees or any other persons or occupants of the
                  Building or of adjoining or contiguous buildings, or owners of
                  adjacent or contiguous property or the public, or by
                  construction of any private, public or quasi-public work; or
                  (11) any other cause of any nature except, as to items 1-9,
                  where such loss or damage is due to Landlord's willful failure
                  to make repairs required to be made pursuant to other
                  provisions of this Lease, after the expiration of a reasonable
                  time after written notice to Landlord of the need for such
                  repairs. To the maximum extent permitted by law, Tenant agrees
                  to use and occupy the Premises, and to use such other portions
                  of the Building as Tenant is herein given the right to use, at
                  Tenant's own risk. Except to the extent such losses,
                  liabilities, obligations, damages, penalties, claims, costs,
                  charges and expenses result from the negligence of Tenant or
                  any Tenant Related Parties, Landlord shall indemnify and hold
                  Tenant harmless from and against all liabilities, obligations,
                  damages (other than consequential damages), penalties, claims,
                  costs, charges and expenses, including, without limitation,
                  reasonable attorneys' fees, which may be imposed upon,
                  incurred by, or asserted against Tenant by any third parties
                  and arising, directly or indirectly, out of or in connection
                  with any of the following: (i) any work or thing done in, on
                  or about the Common Areas or any part thereof by Landlord or
                  any of its agents, contractors or employees; (ii) any use,
                  non-use, possession, occupation, condition, operation,
                  maintenance or management of the Common Areas or any part
                  thereof by Landlord or any of its agents, contractors or
                  employees; (iii) any act or omission of Landlord or any of its
                  agents, contractors or employees; and (iv) any injury or
                  damage to any person or property occurring in, on or about the
                  Common Areas or any part thereof; provided, however, that in
                  each case such liability, obligation, damage, penalty, claim,
                  cost, charge or expense results from the negligence of
                  Landlord and/or its agents, employees or contractors. In case
                  any action or proceeding is brought against Tenant or any of
                  the Tenant Related Parties by a third party by reason of any
                  of the foregoing, Landlord shall, at Landlord's sole cost and
                  expense, resist and defend such action or proceeding with
                  counsel reasonably approved by Tenant.

XVI.     TENANT'S INSURANCE.

         A.       At all times commencing on and after the earlier of the
                  Commencement Date and the date Tenant or its agents, employees
                  or contractors enters the Premises for any purpose, Tenant
                  shall carry and maintain, at its sole cost and expense:

                  1.       Commercial General Liability Insurance applicable to
                           the Premises and its appurtenances providing, on an
                           occurrence basis, a minimum combined single limit of
                           Two Million Dollars ($2,000,000.00), with a
                           contractual liability endorsement covering Tenant's
                           indemnity obligations under this Lease.




                                       22
<PAGE>   23

                  2.       All Risks of Physical Loss Insurance written at
                           replacement cost value and with a replacement cost
                           endorsement covering all of Tenant's Property in the
                           Premises.

                  3.       Workers' Compensation Insurance as required by the
                           state in which the Premises is located and in amounts
                           as may be required by applicable statute, and
                           Employers' Liability Coverage of One Million Dollars
                           ($1,000,000.00) per occurrence.

                  4.       Whenever good business practice, in Landlord's
                           reasonable judgment, indicates the need of additional
                           insurance coverage or different types of insurance in
                           connection with the Premises or Tenant's use and
                           occupancy thereof, Tenant shall, upon request, obtain
                           such insurance at Tenant's expense and provide 
                           Landlord with evidence thereof, except that Landlord
                           shall not require Tenant to obtain additional 
                           insurance during the first three (3) years of the 
                           Lease Term (and in no event more than a total of 
                           three (3) times during the initial Lease Term), 
                           unless such additional insurance is, in
                           Landlord's reasonable judgment, necessary due to
                           Tenant's use of the Premises.

                  Provided Tenant delivers to Landlord audited financial
                  statements, reasonably satisfactory to Landlord evidencing
                  that Tenant has a net worth as measured by its retained
                  earnings ("Net Worth") in the amount of Ten million and no/100
                  Dollars ($10,000,000.00) or more as of the date of said
                  statement, tenant may self-insure for the all risks of
                  physical loss coverage specified in this section. If Landlord
                  permits Tenant to self-insure in accordance with the
                  foregoing, then in order to be permitted to maintain such
                  self-insurance, tenant must maintain throughout the lease term
                  a net worth of at least ten million and no/100 dollars
                  ($10,000,000.00), and deliver to landlord, within ninety (90)
                  days after the end of each of tenant's fiscal years, a
                  statement in the form described above evidencing tenant's net
                  worth. if at any time tenant's net worth is less than the
                  amount set forth above, then Tenant must obtain, provide, and
                  keep in full force and effect the above referenced insurance
                  coverage with respect to the Premises and provide Landlord
                  with evidence of the same.

         B.       Except for items for which Landlord is responsible under the
                  Work Letter Agreement, before any repairs, alterations,
                  additions, improvements, or construction are undertaken by or
                  on behalf of Tenant, Tenant shall carry and maintain, at its
                  expense, or Tenant shall require any contractor performing
                  work on the Premises to carry and maintain, at no expense to
                  Landlord, in addition to Workers' Compensation Insurance as
                  required by the jurisdiction in which the Building is located,
                  All Risk Builder's Risk Insurance in the amount of the
                  replacement cost of any alterations, additions or improvements
                  (or such other amount reasonably required by Landlord) and
                  Commercial General Liability Insurance (including, without
                  limitation, Contractor's Liability coverage, Contractual
                  Liability coverage and Completed Operations coverage,) written
                  on an occurrence basis with a minimum combined single limit of
                  Two Million Dollars ($2,000,000.00) and adding "the named
                  Landlord hereunder (or any successor thereto), Equity Office
                  Properties Trust, a Maryland real estate investment trust, EOP
                  Operating Limited Partnership, a Delaware limited partnership,
                  and their respective members, principals, beneficiaries,
                  partners, officers, directors, employees, agents and any
                  Mortgagee(s)", and other designees of Landlord as the interest
                  of such designees shall appear, as additional insureds
                  (collectively referred to as the "Additional Insureds").

         C.       Any company writing any insurance which Tenant is required to
                  maintain or cause to be maintained pursuant to the terms of
                  this Lease (all such insurance as well as any other insurance
                  pertaining to the Premises or the operation of Tenant's
                  business therein being referred to as "Tenant's Insurance"),
                  as well as the form of such insurance, shall at all times be
                  subject to Landlord's reasonable approval, and each such
                  insurance company shall have an A.M. Best rating of "A-" or
                  better and shall be licensed and qualified to do business in
                  the state in which the Premises is located. All policies
                  evidencing Tenant's Insurance (except for Workers'
               



                                       23
<PAGE>   24

                  Compensation Insurance) shall specify Tenant as named insured
                  and the Additional Insureds as additional insureds. Provided
                  that the coverage afforded Landlord and any designees of
                  Landlord shall not be reduced or otherwise adversely affected,
                  all of Tenant's Insurance may be carried under a blanket
                  policy covering the Premises and any other of Tenant's
                  locations. All policies of Tenant's Insurance shall contain
                  endorsements that the insurer(s) will give to Landlord and its
                  designees at least thirty (30) days' advance written notice of
                  any change, cancellation, termination or lapse of said
                  insurance. Tenant shall be solely responsible for payment of
                  premiums for all of Tenant's Insurance. Tenant shall deliver
                  to Landlord at least fifteen (15) days prior to the time
                  Tenant's Insurance is first required to be carried by Tenant,
                  and upon renewals at least fifteen (15) days prior to the
                  expiration of any such insurance coverage, a certificate of
                  insurance of all policies procured by Tenant in compliance
                  with its obligations under this Lease. The limits of Tenant's
                  Insurance shall in no event limit Tenant's liability under
                  this Lease.

         D.       Tenant shall not do or fail to do anything in, upon or about
                  the Premises which will: (1) violate the terms of any of
                  Landlord's insurance policies; (2) prevent Landlord from
                  obtaining policies of insurance acceptable to Landlord or any
                  Mortgagees; or (3) result in an increase in the rate of any
                  insurance on the Premises, the Building, any other property of
                  Landlord or of others within the Building. In the event of the
                  occurrence of any of the events set forth in this Section,
                  Tenant shall pay Landlord upon demand, as Additional Base
                  Rental, the cost of the amount of any increase in any such
                  insurance premium, provided that the acceptance by Landlord of
                  such payment shall not be construed to be a waiver of any
                  rights by Landlord in connection with a default by Tenant
                  under the Lease. If Tenant fails to obtain the insurance
                  coverage required by this Lease, Landlord may, at its option,
                  obtain such insurance for Tenant, and Tenant shall pay, as
                  Additional Base Rental, the cost of all premiums thereon and
                  all of Landlord's costs associated therewith.

XVII.    SUBROGATION.

         Notwithstanding anything set forth in this Lease to the contrary,
Landlord and Tenant do hereby waive any and all right of recovery, claim, action
or cause of action against the other, their respective principals,
beneficiaries, partners, officers, directors, agents, and employees, and, with
respect to Landlord, its Mortgagee(s), for any loss or damage that may occur to
Landlord or Tenant or any party claiming by, through or under Landlord or
Tenant, as the case may be, with respect to their respective property, the
Building, the Property or the Premises or any addition or improvements thereto,
or any contents therein, by reason of fire, the elements or any other cause,
regardless of cause or origin, including the negligence of Landlord or Tenant,
or their respective principals, beneficiaries, partners, officers, directors,
agents and employees and, with respect to Landlord, its Mortgagee(s), which loss
or damage is (or would have been, had the insurance required by this Lease been
carried) covered by insurance. Since this mutual waiver will preclude the
assignment of any such claim by subrogation (or otherwise) to an insurance
company (or any other person), Landlord and Tenant each agree to give each
insurance company which has issued, or in the future may issue, policies of
insurance, with respect to the items covered by this waiver, written notice of
the terms of this mutual waiver, and to have such insurance policies properly
endorsed, if necessary, to prevent the invalidation of any of the coverage
provided by such insurance policies by reason of such mutual waiver. For the
purpose of the foregoing waiver, the amount of any deductible applicable to any
loss or damage shall be deemed covered by, and recoverable by the insured under
the insurance policy to which such deductible relates. In the event that Tenant
is permitted to and self-insures any risk which would have been covered by the
insurance required to be carried by Tenant pursuant to Article XVI of the Lease,
or if Tenant fails to carry any insurance required to be carried by Tenant
pursuant to Article XVI of this Lease, then all loss or damage to Tenant, its
leasehold interest, its business, its property, the Premises or any additions or
improvements thereto or contents thereof shall be deemed covered by and
recoverable by Tenant under valid and collectible policies of insurance.

XVIII.   LANDLORD'S INSURANCE.

         Landlord shall maintain property insurance on the Building in such
amounts as Landlord reasonably elects, provided that during the Lease Term,
Landlord shall 




                                       24
<PAGE>   25

maintain standard so-called "all risk" property insurance covering the Building
in an amount equal to ninety percent (90%) of the replacement cost thereof
(including Leasehold Improvements approved by Landlord) at the time in
question.. The cost of such insurance shall be included as a part of the Basic
Costs, and payments for losses and recoveries thereunder shall be made solely to
Landlord or the Mortgagees of Landlord as their interests shall appear.

XIX.     CASUALTY DAMAGE.

         If the Premises or any part thereof shall be damaged by fire or other
casualty, Tenant shall give prompt written notice thereof to Landlord. In case
the Building shall be so damaged that in Landlord's reasonable judgment,
substantial alteration or reconstruction of the Building shall be required
(whether or not the Premises has been damaged by such casualty) or in the event
Landlord will not be permitted by applicable law to rebuild the Building in
substantially the same form as existed prior to the fire or casualty or in the
event the Premises has been materially damaged and there is less than two (2)
years of the Lease Term remaining on the date of such casualty or in the event
any Mortgagee should require that the insurance proceeds payable as a result of
a casualty be applied to the payment of the mortgage debt or in the event of any
material uninsured loss to the Building, Landlord may, at its option, terminate
this Lease by notifying Tenant in writing of such termination within ninety (90)
days after the date of such casualty. Such termination shall be effective as of
the date of fire or casualty, with respect to any portion of the Premises that
was rendered untenantable, and the effective date of termination specified in
Landlord's notice, with respect to any portion of the Premises that remained
tenantable. If Landlord does not elect to terminate this Lease, Landlord shall
commence and proceed with reasonable diligence to restore the Building (provided
that Landlord shall not be required to restore any unleased premises in the
Building) and the Leasehold Improvements (but excluding any improvements,
alterations or additions made by Tenant in violation of this Lease) located
within the Premises, if any, which Landlord has insured to substantially the
same condition they were in immediately prior to the happening of the casualty.
Notwithstanding the foregoing, Landlord's obligation to restore the Building,
and the Leasehold Improvements, if any, shall not require Landlord to expend for
such repair and restoration work more than the insurance proceeds actually
received by the Landlord as a result of the casualty. When repairs to the
Premises have been completed by Landlord, Tenant shall complete the restoration
or replacement of all Tenant's Property necessary to permit Tenant's reoccupancy
of the Premises, and Tenant shall present Landlord with evidence satisfactory to
Landlord of Tenant's ability to pay such costs prior to Landlord's commencement
of repair and restoration of the Premises. Landlord shall not be liable for any
inconvenience or annoyance to Tenant or injury to the business of Tenant
resulting in any way from such damage or the repair thereof, except that,
subject to the provisions of the next sentence, Landlord shall allow Tenant a
fair diminution of Rent on a per diem basis during the time and to the extent
any damage to the Premises causes the Premises to be rendered untenantable and
not used by Tenant. If the Premises or any other portion of the Building is
damaged by fire or other casualty resulting from the gross negligence or willful
misconduct of Tenant or any Tenant Related Parties, the Rent hereunder shall not
be diminished during any period during which the Premises, or any portion
thereof, is untenantable (except to the extent Landlord is entitled to be
reimbursed by the proceeds of any rental interruption insurance), and Tenant
shall be liable to Landlord for the cost of the repair and restoration of the
Building caused thereby to the extent such cost and expense is not covered by
insurance proceeds. Landlord and Tenant hereby waive the provisions of any law
from time to time in effect during the Lease Term relating to the effect upon
leases of partial or total destruction of leased property. Landlord and Tenant
agree that their respective rights in the event of any damage to or destruction
of the Premises shall be those specifically set forth herein. Notwithstanding
anything in this Article XIX to the contrary, if all or any portion of the
Premises shall be made untenantable by a fire or other casualty, Landlord shall,
with reasonable promptness, cause an architect or general contractor selected by
Landlord to estimate the amount of time required to substantially complete
repair and restoration of the Premises and make the Premises tenantable again,
using standard working methods (the "Completion Estimate"). If the Completion
Estimate indicates that the Premises cannot be made tenantable within eighteen
(18)  months from the date the repair and restoration is started, either party
shall have the right to terminate this Lease by giving written notice to the
other of such election within ten (10) days after its receipt of the Completion
Estimate. Tenant, however, shall not have the right to terminate this Lease in
the event that the fire or casualty in question was caused by the negligence or
intentional misconduct of Tenant or any Tenant Related Parties. If the
Completion Estimate indicates that the Premises can be made tenantable within
eighteen (18) 



                                       25
<PAGE>   26
months from the date the repair and restoration is started and Landlord has not
otherwise exercised its right to terminate the Lease pursuant to the terms
hereof, or if the Completion Estimate indicates that the Premises cannot be
made tenantable within eighteen (18) months but neither party terminates this
Lease pursuant to this Article XIX, Landlord shall proceed with reasonable
promptness to repair and restore the Premises.

XX.      DEMOLITION.

         Landlord shall have the right to terminate this Lease if Landlord
proposes or is required, for any reason, to remodel, remove, or demolish the
Building or any substantial portion thereof. Such cancellation shall be
exercised by Landlord by the service of not less than one hundred eighty (180)
days' written notice of such termination. Such notice shall set forth the date
upon which the termination will be effective. No money or other consideration
shall be payable by Landlord to Tenant for Landlord's exercise of this right,
and the right is hereby reserved to Landlord and all purchasers, successors,
assigns, transferees, and ground tenants of Landlord, as the case may be, and is
in addition to all other rights of Landlord. Tenant has read the foregoing and
understands that Landlord has a right to terminate this Lease as provided above.

XXI.     CONDEMNATION.

         If (a) the whole or any substantial part of the Premises or (b) any
portion of the Building or Property which would leave the remainder of the
Building unsuitable for use as an office building comparable to its use on the
Commencement Date, shall be taken or condemned for any public or quasi-public
use under governmental law, ordinance or regulation, or by right of eminent
domain, or by private purchase in lieu thereof, then Landlord may, at its
option, terminate this Lease effective as of the date the physical taking of
said Premises or said portion of the Building or Property shall occur.
Notwithstanding the foregoing, if the whole or any substantial part of the
Premises shall be taken or condemned for any public or quasi-public use under
governmental law, ordinance or regulation, or by right of eminent domain, or by
private purchase in lieu thereof, Tenant shall also have the right to terminate
this Lease effective as of the date the physical taking of the Premises occurs.
Such right to terminate shall be exercised by written notice to Landlord within
thirty (30) days after the date on which Tenant is first notified of the taking.
In the event this Lease is not terminated, the Rentable Area of the Building,
the Rentable Area of the Premises and Tenant's Pro Rata Share shall be
appropriately adjusted. In addition, Rent for any portion of the Premises so
taken or condemned shall be abated during the unexpired term of this Lease
effective when the physical taking of said portion of the Premises shall occur.
All compensation awarded for any such taking or condemnation, or sale proceeds
in lieu thereof, shall be the property of Landlord, and Tenant shall have no
claim thereto, the same being hereby expressly waived by Tenant, except for any
portions of such award or proceeds which are specifically allocated by the
condemning or purchasing party for the taking of or damage to trade fixtures of
Tenant, which Tenant specifically reserves to itself.

XXII.    EVENTS OF DEFAULT.

         The following events shall be deemed to be events of default under this
Lease:

         A.       Tenant shall fail to pay when due any Base Rental, Additional
                  Base Rental or other Rent under this Lease and such failure
                  shall continue for three (3) days after written notice from
                  Landlord (hereinafter sometimes referred to as a "Monetary
                  Default").

         B.       Any failure by Tenant (other than a Monetary Default) to
                  comply with any term, provision or covenant of this Lease,
                  including, without limitation, the rules and regulations,
                  which failure is not cured within ten (10) days after delivery
                  to Tenant of notice of the occurrence of such failure (but if
                  the failure is of a nature that Tenant, in the exercise of
                  reasonable due diligence, cannot complete the cure, tenant
                  shall not be deemed in default if Tenant begins the cure
                  promptly within the ten (10) day period and diligently pursues
                  it to completion), provided that if any such failure creates a
                  hazardous condition, such failure must be cured immediately.
                  Notwithstanding the foregoing, if Tenant fails to comply with
                  any particular provision or covenant of this Lease, including,
                  without limitation, Tenant's obligation to pay Rent when due,
                  on three (3) occasions during any twelve (12) month period,
                  any subsequent violation of such provision or covenant shall
                  be considered to be an incurable default by Tenant.




                                       26
<PAGE>   27

         C.       Tenant or any Guarantor shall become insolvent, or shall make
                  a transfer in fraud of creditors, or shall commit an act of
                  bankruptcy or shall make an assignment for the benefit of
                  creditors, or Tenant or any Guarantor shall admit in writing
                  its inability to pay its debts as they become due.

         D.       Tenant or any Guarantor shall file a petition under any
                  section or chapter of the United States Bankruptcy Code, as
                  amended, pertaining to bankruptcy, or under any similar law or
                  statute of the United States or any State thereof, or Tenant
                  or any Guarantor shall be adjudged bankrupt or insolvent in
                  proceedings filed against Tenant or any Guarantor thereunder;
                  or a petition or answer proposing the adjudication of Tenant
                  or any Guarantor as a debtor or its reorganization under any
                  present or future federal or state bankruptcy or similar law
                  shall be filed in any court and such petition or answer shall
                  not be discharged or denied within sixty (60) days after the
                  filing thereof.

         E.       A receiver or trustee shall be appointed for all or
                  substantially all of the assets of Tenant or any Guarantor or
                  of the Premises or of any of Tenant's Property located thereon
                  in any proceeding brought by Tenant or any Guarantor, or any
                  such receiver or trustee shall be appointed in any proceeding
                  brought against Tenant or any Guarantor and shall not be
                  discharged within sixty (60) days after such appointment or
                  Tenant or such Guarantor shall consent to or acquiesce in such
                  appointment.

         F.       The leasehold estate hereunder shall be taken on execution or
                  other process of law or equity in any action against Tenant.

         G.       Tenant shall abandon any substantial portion of the Premises
                  without the prior written permission of Landlord.

         H.       Tenant shall fail to take possession of and occupy the
                  Premises within thirty (30) days following the Commencement
                  Date

         I.       The liquidation, termination, dissolution, forfeiture of right
                  to do business, or death of Tenant or any Guarantor.

XXIII.   REMEDIES.

         A.       Upon the occurrence of any event or events of default under
                  this Lease, Landlord shall have the option to pursue any one
                  or more of the following remedies without any notice (except
                  as expressly prescribed in Article XXII above) or demand
                  whatsoever (and without limiting the generality of the
                  foregoing, Tenant hereby specifically waives notice and demand
                  for payment of Rent or other obligations due [except as
                  expressly prescribed in Article XXII above]:

                  1.    Terminate this Lease, in which event Tenant shall
                        immediately surrender the Premises to Landlord. If
                        Tenant fails to surrender the Premises upon termination
                        of the Lease hereunder, Landlord may without prejudice
                        to any other remedy which it may have, enter upon and
                        take possession of the Premises and expel or remove
                        Tenant and any other person who may be occupying said
                        Premises, or any part thereof, and Tenant hereby agrees
                        to pay to Landlord on demand the amount of all loss and
                        damage, including consequential damage, which Landlord
                        may suffer by reason of such termination, whether
                        through inability to relet the Premises on satisfactory
                        terms or otherwise, specifically including but not
                        limited to all Costs of Reletting (hereinafter defined)
                        and any deficiency that may arise by reason of any
                        reletting or failure to relet. Landlord agrees to use
                        reasonable efforts to mitigate damages, provided that
                        such reasonable efforts shall not require Landlord to
                        relet the Premises in preference to any other space in
                        the Building or to relet the Premises to any party that
                        Landlord could reasonably reject as a transferee
                        pursuant to Article XIII hereof.



                                       27
<PAGE>   28


                  2.    Enter upon and take possession of the Premises and expel
                        or remove Tenant or any other person who may be
                        occupying said Premises, or any part thereof, without
                        having any civil or criminal liability therefor and
                        without terminating this Lease. Landlord may (but shall
                        be under no obligation to) relet the Premises or any
                        part thereof for the account of Tenant, in the name of
                        Tenant or Landlord or otherwise, without notice to
                        Tenant for such term or terms which may be greater or
                        less than the period which would otherwise have
                        constituted the balance of the Lease Term and on such
                        conditions (which may include concessions, free rent and
                        alterations of the Premises) and for such uses as
                        Landlord in its absolute discretion may determine, and
                        Landlord may collect and receive any rents payable by
                        reason of such reletting. Tenant agrees to pay Landlord
                        on demand all Costs of Reletting and any deficiency that
                        may arise by reason of such reletting or failure to
                        relet. Landlord shall not be responsible or liable for
                        any failure to relet the Premises or any part thereof or
                        for any failure to collect any Rent due upon any such
                        reletting. No such re-entry or taking of possession of
                        the Premises by Landlord shall be construed as an
                        election on Landlord's part to terminate this Lease
                        unless a written notice of such termination is given to
                        Tenant.

                  3.    Enter upon the Premises without having any civil or
                        criminal liability therefor, and do whatever Tenant is
                        obligated to do under the terms of this Lease, and
                        Tenant agrees to reimburse Landlord on demand for any
                        expense which Landlord may incur in thus affecting
                        compliance with Tenant's obligations under this Lease
                        together with interest at the lesser of a per annum rate
                        equal to: (a) the Maximum Rate, or (b) the Prime Rate
                        plus five percent (5%).

                  4.    In order to regain possession of the Premises and to
                        deny Tenant access thereto in any instance in which
                        Landlord has terminated this Lease or Tenant's right to
                        possession, or to limit access to the Premises in
                        accordance with local law in the event of a default by
                        Tenant, Landlord or its agent may, at the expense and
                        liability of the Tenant, alter or change any or all
                        locks or other security devices controlling access to
                        the Premises without posting or giving notice of any
                        kind to Tenant. Landlord shall have no obligation to
                        provide Tenant a key or grant Tenant access to the
                        Premises so long as Tenant is in default under this
                        Lease. Tenant shall not be entitled to recover
                        possession of the Premises, terminate this Lease, or
                        recover any actual, incidental, consequential, punitive,
                        statutory or other damages or award of attorneys' fees,
                        by reason of Landlord's alteration or change of any lock
                        or other security device. Landlord may, without notice,
                        remove and either dispose of or store, at Tenant's
                        expense, any property belonging to Tenant that remains
                        in the Premises after Landlord has regained possession
                        thereof. Notwithstanding anything herein to the
                        contrary, if Landlord has not previously obtained a
                        court order terminating this Lease or Tenant's right to
                        possession, Landlord's right to limit or deny Tenant's
                        access to the Premises shall be exercised only during
                        the continuance of an uncured event of default and only
                        for the limited purpose of prohibiting Tenant from
                        removing any furniture, equipment, trade fixtures or
                        other property with respect to which Landlord could
                        reasonably be expected to have a statutory lien
                        interest. In addition, in the event that any of the
                        rights and remedies granted to Landlord under this
                        Section XXIII.A.4. are specifically prohibited by
                        applicable law, the limitations and prohibitions imposed
                        upon Landlord under such law shall prevail for the
                        purpose of determining Landlord's rights and remedies
                        under this Lease.

                  5.    Terminate this Lease, in which event, Tenant shall
                        immediately surrender the Premises to Landlord and pay
                        to Landlord the sum of: (a) all Rent accrued hereunder
                        through the date of termination, and, upon Landlord's
                        determination thereof, (b) an amount equal to: the total
                        Rent that Tenant would have been required to pay for 



                                       28
<PAGE>   29

                        the remainder of the Lease Term discounted to present
                        value at the Prime Rate then in effect, minus the then
                        present fair rental value of the Premises for the
                        remainder of the Lease Term, similarly discounted, after
                        deducting all anticipated Costs of Reletting (as defined
                        below).

         B.       For purposes of this Lease, the term "Costs of Reletting"
                  shall mean all costs and expenses incurred by Landlord in
                  connection with the reletting of the Premises, including
                  without limitation, the cost of cleaning, renovation, repairs,
                  decoration and alteration of the Premises for a new tenant or
                  tenants, advertisement, marketing, brokerage and legal fees
                  (if and to the extent permitted by law), the cost of
                  protecting or caring for the Premises while vacant, the cost
                  of removing and storing any property located on the Premises,
                  any increase in insurance premiums caused by the vacancy of
                  the Premises and any other out-of-pocket expenses incurred by
                  Landlord including tenant incentives, allowances and
                  inducements.

         C.       Except as otherwise herein provided, no repossession or
                  re-entering of the Premises or any part thereof pursuant to
                  Article XXIII hereof or otherwise shall relieve Tenant or any
                  Guarantor of its liabilities and obligations hereunder, all of
                  which shall survive such repossession or re-entering.
                  Notwithstanding any such repossession or re-entering by reason
                  of the occurrence of an event of default, Tenant will pay to
                  Landlord the Rent required to be paid by Tenant pursuant to
                  this Lease.

         D.       No right or remedy herein conferred upon or reserved to
                  Landlord is intended to be exclusive of any other right or
                  remedy, and each and every right and remedy shall be
                  cumulative and in addition to any other right or remedy given
                  hereunder or now or hereafter existing by agreement,
                  applicable law or in equity. In addition to other remedies
                  provided in this Lease, Landlord shall be entitled, to the
                  extent permitted by applicable law, to injunctive relief, or
                  to a decree compelling performance of any of the covenants,
                  agreements, conditions or provisions of this Lease, or to any
                  other remedy allowed to Landlord at law or in equity.
                  Forbearance by Landlord to enforce one or more of the remedies
                  herein provided upon an event of default shall not be deemed
                  or construed to constitute a waiver of such default.

         E.       This Article XXIII shall be enforceable to the maximum extent
                  such enforcement is not prohibited by applicable law, and the
                  unenforceability of any portion thereof shall not thereby
                  render unenforceable any other portion.

XXIV.    LIMITATION OF LIABILITY.

         NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE
LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD HEREUNDER) TO TENANT SHALL
BE LIMITED TO THE INTEREST OF LANDLORD IN THE BUILDING, AND TENANT AGREES TO
LOOK SOLELY TO LANDLORD'S INTEREST IN THE BUILDING FOR THE RECOVERY OF ANY
JUDGMENT OR AWARD AGAINST THE LANDLORD, IT BEING INTENDED THAT NEITHER LANDLORD
NOR ANY MEMBER, PRINCIPAL, PARTNER, SHAREHOLDER, OFFICER, DIRECTOR OR
BENEFICIARY OF LANDLORD SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR
DEFICIENCY. TENANT HEREBY COVENANTS THAT, PRIOR TO THE FILING OF ANY SUIT FOR AN
ALLEGED DEFAULT BY LANDLORD HEREUNDER, IT SHALL GIVE LANDLORD AND ALL MORTGAGEES
WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES OR DEED OF TRUST LIENS ON THE
PROPERTY, BUILDING OR PREMISES NOTICE AND REASONABLE TIME TO CURE SUCH ALLEGED
DEFAULT BY LANDLORD.

XXV.     NO WAIVER.

         Failure of Landlord to declare any default immediately upon its
occurrence, or delay in taking any action in connection with an event of default
shall not constitute a waiver of such default, nor shall it constitute an
estoppel against Landlord, but Landlord shall have the right to declare the
default at any time and take such action as is lawful or authorized under this
Lease. Failure by Landlord to enforce its rights with respect to any 




                                       29
<PAGE>   30

one default shall not constitute a waiver of its rights with respect to any
subsequent default. Receipt by Landlord of Tenant's keys to the Premises shall
not constitute an acceptance or surrender of the Premises.

XXVI.    EVENT OF BANKRUPTCY.

         In addition to, and in no way limiting the other remedies set forth
herein, Landlord and Tenant agree that if Tenant ever becomes the subject of a
voluntary or involuntary bankruptcy, reorganization, composition, or other
similar type proceeding under the federal bankruptcy laws, as now enacted or
hereinafter amended, then:

         A.       "Adequate protection" of Landlord's interest in the Premises
                  pursuant to the provisions of Section 361 and 363 (or their
                  successor sections) of the Bankruptcy Code, 11 U.S.C. Section
                  101 et seq., (such Bankruptcy Code as amended from time to
                  time being herein referred to as the "Bankruptcy Code"), prior
                  to assumption and/or assignment of the Lease by Tenant shall
                  include, but not be limited to all (or any part) of the
                  following:

                  1.    the continued payment by Tenant of the Base Rental and
                        all other Rent due and owing hereunder and the
                        performance of all other covenants and obligations
                        hereunder by Tenant;

                  2.    the furnishing of an additional/new security deposit by
                        Tenant in the amount of three (3) times the then current
                        monthly Base Rental.

         B.       "Adequate assurance of future performance" by Tenant and/or
                  any assignee of Tenant pursuant to Bankruptcy Code Section 365
                  will include (but not be limited to) payment of an
                  additional/new Security Deposit in the amount of three (3)
                  times the then current monthly Base Rental payable hereunder.

         C.       Any person or entity to which this Lease is assigned pursuant
                  to the provisions of the Bankruptcy Code, shall be deemed
                  without further act or deed to have assumed all of the
                  obligations of Tenant arising under this Lease on and after
                  the effective date of such assignment. Any such assignee
                  shall, upon demand by Landlord, execute and deliver to
                  Landlord an instrument confirming such assumption of
                  liability.

         D.       Notwithstanding anything in this Lease to the contrary, all
                  amounts payable by Tenant to or on behalf of the Landlord
                  under this Lease, whether or not expressly denominated as
                  "Rent," shall constitute "rent" for the purposes of Section
                  502(b) (6) of the Bankruptcy Code.

         E.       If this Lease is assigned to any person or entity pursuant to
                  the provisions of the Bankruptcy Code, any and all monies or
                  other considerations payable or otherwise to be delivered to
                  Landlord (including Base Rentals and other Rent hereunder),
                  shall be and remain the exclusive property of Landlord and
                  shall not constitute property of Tenant or of the bankruptcy
                  estate of Tenant. Any and all monies or other considerations
                  constituting Landlord's property under the preceding sentence
                  not paid or delivered to Landlord shall be held in trust by
                  Tenant or Tenant's bankruptcy estate for the benefit of
                  Landlord and shall be promptly paid to or turned over to
                  Landlord.

         F.       If Tenant assumes this Lease and proposes to assign the same
                  pursuant to the provisions of the Bankruptcy Code to any
                  person or entity who shall have made a bona fide offer to
                  accept an assignment of this Lease on terms acceptable to the
                  Tenant, then notice of such proposed offer/assignment, setting
                  forth: (1) the name and address of such person or entity, (2)
                  all of the terms and conditions of such offer, and (3) the
                  adequate assurance to be provided Landlord to assure such
                  person's or entity's future performance under the Lease, shall
                  be given to Landlord by Tenant no later than twenty (20) days
                  after receipt by Tenant, but in any event no later than ten
                  (10) days prior to the date that Tenant shall make application
                  to a court of competent jurisdiction for authority and
                  approval to enter into such assumption and assignment, and
                  Landlord shall thereupon have the prior right and option, to
                  be exercised by notice to 




                                       30
<PAGE>   31

                  Tenant given at any time prior to the effective date of such
                  proposed assignment, to accept an assignment of this Lease
                  upon the same terms and conditions and for the same
                  consideration, if any, as the bona fide offer made by such
                  persons or entity, less any brokerage commission which may be
                  payable out of the consideration to be paid by such person for
                  the assignment of this Lease.

         G.       To the extent permitted by law, Landlord and Tenant agree that
                  this Lease is a contract under which applicable law excuses
                  Landlord from accepting performance from (or rendering
                  performance to) any person or entity other than Tenant within
                  the meaning of Sections 365(c) and 365(e) (2) of the
                  Bankruptcy Code.

XXVII. WAIVER OF JURY TRIAL.

         Landlord and Tenant hereby waive any right to a trial by jury in any
action or proceeding based upon, or related to, the subject matter of this
Lease. This waiver is knowingly, intentionally, and voluntarily made by Tenant,
and Tenant acknowledges that neither Landlord nor any person acting on behalf of
Landlord has made any representations of fact to induce this waiver of trial by
jury or in any way to modify or nullify its effect. Tenant further acknowledges
that it has been represented (or has had the opportunity to be represented) in
the signing of this Lease and in the making of this waiver by independent legal
counsel, selected of its own free will, and that it has had the opportunity to
discuss this waiver with counsel.

XXVIII.  RELOCATION.

         Intentionally omitted.

XXIX.    HOLDING OVER.

         In the event of holding over by Tenant after expiration or other
termination of this Lease or in the event Tenant continues to occupy the
Premises after the termination of Tenant's right of possession pursuant to
Articles XXII and XXIII hereof, occupancy of the Premises subsequent to such
termination or expiration shall be that of a tenancy at sufferance and in no
event for month-to-month or year-to-year. Tenant shall, throughout the entire
holdover period, be subject to all the terms and provisions of this Lease and
shall pay for its use and occupancy an amount (on a per month basis without
reduction for any partial months during any such holdover) equal to twice the
sum of the Base Rental and Additional Base Rental due for the period immediately
preceding such holding over, provided that in no event shall Base Rental and
Additional Base Rental during the holdover period be less than the fair market
rental for the Premises. No holding over by Tenant or payments of money by
Tenant to Landlord after the expiration of the term of this Lease shall be
construed to extend the Lease Term or prevent Landlord from recovery of
immediate possession of the Premises by summary proceedings or otherwise. In
addition to the obligation to pay the amounts set forth above during any such
holdover period, Tenant also shall be liable to Landlord for all damage,
including any consequential damage, which Landlord may suffer by reason of any
holding over by Tenant, and Tenant shall indemnify Landlord against any and all
claims made by any other tenant or prospective tenant against Landlord for delay
by Landlord in delivering possession of the Premises to such other tenant or
prospective tenant. Notwithstanding the foregoing, Tenant shall not be liable
for consequential damages unless: (1) Landlord notifies Tenant that it has
entered into a lease for the Premises or has received a bona fide offer to lease
the Premises; and (2) Tenant fails to vacate the Premises within ten (10) days
after the date of Landlord's notice.

XXX.     SUBORDINATION TO MORTGAGES; ESTOPPEL CERTIFICATE.

         Tenant accepts this Lease subject and subordinate to any mortgage, deed
of trust, ground lease or other lien presently existing or hereafter arising
upon the Premises, or upon the Building and/or the Property and to any renewals,
modifications, refinancings and extensions thereof (any such mortgage, deed of
trust, lease or other lien being hereinafter referred to as a "Mortgage", and
the person or entity having the benefit of same being referred to hereinafter as
a "Mortgagee"), but Tenant agrees that any such Mortgagee shall have the right
at any time to subordinate such Mortgage to this Lease on such terms and subject
to such conditions as such Mortgagee may deem appropriate in its discretion.
This clause shall be self-operative and no further instrument of subordination
shall be required. However, Landlord is hereby irrevocably vested with 




                                       31
<PAGE>   32

full power and authority to subordinate this Lease to any Mortgage, and Tenant
agrees upon demand to execute such further instruments subordinating this Lease,
acknowledging the subordination of this Lease or attorning to the holder of any
such Mortgage as Landlord may request. The terms of this Lease are subject to
approval by the Landlord's existing lender(s) and any lender(s) who, at the time
of the execution of this Lease, have committed or are considering committing to
Landlord to make a loan secured by all or any portion of the Property, and such
approval is a condition precedent to Landlord's obligations hereunder. In the
event that Tenant should fail to execute a standard, commercially reasonable
subordinate or other agreement required by this Article within twenty one (21)
days of request, Landlord shall be entitled to collect from Tenant upon demand,
as liquidated damages occasioned by such delay and not as a penalty (the actual
damages resulting form such delay being impossible to ascertain), a sum equal to
one-fifteenth of the monthly base rental for each day, up to fifteen (15) days,
after the expiration of said twenty one (21) day period that Tenant fails to
deliver such subordinate or other agreement. If such failure persists after such
fifteen (15) day period, Landlord shall be entitled to pursue any and all
remedies it may have with respect to such default, including, consequential
damages arising by reason of such delay. If any person shall succeed to all or
part of Landlord's interests in the Premises whether by purchase, foreclosure,
deed in lieu of foreclosure, power of sale, termination of lease or otherwise,
and if and as so requested or required by such successor-in-interest, Tenant
shall, without charge, attorn to such successor-in-interest. Tenant agrees that
it will from time to time upon request by Landlord and, within five (5) days of
the date of such request, execute and deliver to such persons as Landlord shall
request an estoppel certificate or other similar statement in recordable form
certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect as so
modified), stating the dates to which Rent and other charges payable under this
Lease have been paid, stating that Landlord is not in default hereunder (or if
Tenant alleges a default stating the nature of such alleged default) and further
stating such other matters as Landlord shall reasonably require.

XXXI.    ATTORNEYS' FEES.

         In the event that Landlord should retain counsel and/or institute any
suit against Tenant for violation of or to enforce any of the covenants or
conditions of this Lease, or should Tenant institute any suit against Landlord
for violation of any of the covenants or conditions of this Lease, or should
either party intervene in any suit in which the other is a party to enforce or
protect its interest or rights hereunder, the prevailing party in any such suit
shall be entitled to all of its costs, expenses and reasonable fees of its
attorney(s) (if and to the extent permitted by law) in connection therewith.

XXXII. NOTICE.

         Whenever any demand, request, approval, consent or notice ("Notice")
shall or may be given to either of the parties by the other, each such Notice
shall be in writing and shall be sent by registered or certified mail with
return receipt requested, or sent by overnight courier service (such as Federal
Express) at the respective addresses of the parties for notices as set forth in
Section I.A.10. of this Lease, provided that if Tenant has vacated the Premises
or is in default of this Lease Landlord may serve Notice by any manner permitted
by law. Any Notice under this Lease delivered by registered or certified mail
shall be deemed to have been given, delivered, received and effective on the
earlier of (a) the third day following the day on which the same shall have been
mailed with sufficient postage prepaid or (b) the delivery date indicated on the
return receipt. Notice sent by overnight courier service shall be deemed given,
delivered, received and effective upon the day after such notice is delivered to
or picked up by the overnight courier service. Either party may, at any time,
change its Notice Address by giving the other party Notice stating the change
and setting forth the new address.

XXXIII. LANDLORD'S LIEN.

Intentionally Omitted, provided that the deletion of this Article shall not be
construed to be a waiver of Landlord's lien rights as provided by law.

XXXIV. EXCEPTED RIGHTS.

         This Lease does not grant any rights to light or air over or about the
Building. Landlord specifically excepts and reserves to itself the use of any
roofs, the exterior portions of the Premises, all rights to the land and
improvements below the improved floor level of the Premises, the improvements
and air rights above the Premises and the 




                                       32
<PAGE>   33

improvements and air rights located outside the demising walls of the Premises,
and such areas within the Premises as are required for installation of utility
lines and other installations required to serve any occupants of the Building
and the right to maintain and repair the same, and no rights with respect
thereto are conferred upon Tenant unless otherwise specifically provided herein.
Landlord further reserves to itself the right from time to time: (a) to change
the Building's name or street address; (b) to install, fix and maintain signs on
the exterior and interior of the Building; (c) to designate and approve window
coverings; (d) to make any decorations, alterations, additions, improvements to
the Building, or any part thereof (including the Premises) which Landlord shall
desire, or deem necessary for the safety, protection, preservation or
improvement of the Building, or as Landlord may be required to do by law,
subject to the terms of Article XII hereof; (e) to have access to the Premises
to perform its duties and obligations and to exercise its rights under this
Lease; (f) to retain at all times and to use pass-keys to all locks within and
into the Premises; (g) to approve the weight, size, or location of heavy
equipment, or articles in and about the Premises; (h) to close or restrict
access to the Building at all times other than Normal Business Hours subject to
Tenant's right to admittance at all times under such regulations as Landlord may
prescribe from time to time, or to close (temporarily or permanently) any of the
entrances to the Building; (i) to change the arrangement and/or location of
entrances of passageways, doors and doorways, corridors, elevators, stairs,
toilets and public parts of the Building; (j) if Tenant has vacated the Premises
during the last six (6) months of the Lease Term, to perform additions,
alterations and improvements to the Premises in connection with a reletting or
anticipated reletting thereof without being responsible or liable for the value
or preservation of any then existing improvements to the Premises; and (k) to
grant to anyone the exclusive right to conduct any business or undertaking in
the Building. Landlord, in accordance with Article XII hereof, shall have the
right to enter the Premises in connection with the exercise of any of the rights
set forth herein and such entry into the Premises and the performance of any
work therein shall not constitute a constructive eviction or entitle Tenant to
any abatement or reduction of Rent by reason thereof.

XXXV. SURRENDER OF PREMISES.

         At the expiration or earlier termination of this Lease or Tenant's
right of possession hereunder, Tenant shall remove all Tenant's Property from
the Premises, remove all Required Removables designated by Landlord and quit and
surrender the Premises to Landlord, broom clean, and in good order, condition
and repair, ordinary wear and tear excepted. If Tenant fails to remove any of
Tenant's Property within one (1) day after the termination of this Lease or
Tenant's right to possession hereunder, Landlord, at Tenant's sole cost and
expense, shall be entitled to remove and/or store such Tenant's Property and
Landlord shall in no event be responsible for the value, preservation or
safekeeping thereof. Tenant shall pay Landlord, upon demand, any and all
expenses caused by such removal and all storage charges against such property so
long as the same shall be in the possession of Landlord or under the control of
Landlord. In addition, if Tenant fails to remove any Tenant's Property from the
Premises or storage, as the case may be, within ten (10) days after written
notice from Landlord, Landlord, at its option, may deem all or any part of such
Tenant's Property to have been abandoned by Tenant and title thereof shall
immediately pass to Landlord.

XXXVI. MISCELLANEOUS.

         A.       If any term or provision of this Lease, or the application
                  thereof to any person or circumstance shall, to any extent, be
                  invalid or unenforceable, the remainder of this Lease, or the
                  application of such term or provision to persons or
                  circumstances other than those as to which it is held invalid
                  or unenforceable, shall not be affected thereby, and each term
                  and provision of this Lease shall be valid and enforced to the
                  fullest extent permitted by law. This Lease represents the
                  result of negotiations between Landlord and Tenant, each of
                  which has been (or has had opportunity to be) represented by
                  counsel of its own selection, and neither of which has acted
                  under duress or compulsion, whether legal, economic or
                  otherwise. Consequently, Landlord and Tenant agree that the
                  language in all parts of the Lease shall in all cases be
                  construed as a whole according to its fair meaning and neither
                  strictly for nor against Landlord or Tenant.

         B.       Tenant agrees not to record this Lease or any memorandum
                  hereof without Landlord's prior written consent.




                                       33
<PAGE>   34

         C.       This Lease and the rights and obligations of the parties
                  hereto shall be interpreted, construed, and enforced in
                  accordance with the laws of the state in which the Building is
                  located.

         D.       Events of "Force Majeure" shall include strikes, riots, war,
                  acts of God, and shortages of labor or materials. Whenever a
                  period of time is herein prescribed for the taking of any
                  action by Landlord or Tenant, as the case may be, other than
                  the payment of Rent or any other sums due hereunder, such
                  party shall not be liable or responsible for, and there shall
                  be excluded from the computation of such period of time, any
                  delays due to events of Force Majeure.

         E.       Landlord shall have the right to transfer and assign, in whole
                  or in part, all of its rights and obligations hereunder and in
                  the Building and Property referred to herein, and in such
                  event and upon such transfer Landlord shall be released from
                  any further obligations hereunder, and Tenant agrees to look
                  solely to such successor in interest of Landlord for the
                  performance of such obligations. Notwithstanding the
                  foregoing, unless such liability is assumed in writing by its
                  successor in interest hereunder, Landlord shall remain liable
                  after its period of ownership with respect to any sums due in
                  connection with a breach or default that arose during such
                  period of ownership.

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

         G.       If there is more than one Tenant, or if the Tenant is
                  comprised of more than one person or entity, the obligations
                  hereunder imposed upon Tenant shall be joint and several
                  obligations of all such parties. All notices, payments, and
                  agreements given or made by, with or to any one of such
                  persons or entities shall be deemed to have been given or made
                  by, with or to all of them.

         H.       In the event Tenant is a corporation (including any form of
                  professional association), partnership (general or limited),
                  or other form of organization other than an individual (each
                  such entity is individually referred to herein as an
                  "Organizational Entity"), then Tenant hereby covenants,
                  warrants and represents: (1) that such individual is duly
                  authorized to execute or attest and deliver this Lease on
                  behalf of Tenant in accordance with the organizational
                  documents of Tenant; (2) that this Lease is binding upon
                  Tenant; (3) that Tenant is duly organized and legally existing
                  in the state of its organization, and is qualified to do
                  business in the state in which the Premises is located; and
                  (4) that the execution and delivery of this Lease by Tenant
                  will not result in any breach of, or constitute a default
                  under any mortgage, deed of trust, lease, loan, credit
                  agreement, partnership agreement or other contract or
                  instrument to which Tenant is a party or by which Tenant may
                  be bound. If Tenant is an Organizational Entity, upon request,
                  Tenant will, prior to the Commencement Date, deliver to
                  Landlord true and correct copies of all organizational
                  documents of Tenant, including, without limitation, copies of
                  an appropriate resolution or consent of Tenant's board of
                  directors or other appropriate governing body of Tenant
                  authorizing or ratifying the execution and delivery of this
                  Lease, which resolution or consent will be duly certified to
                  Landlord's satisfaction by an appropriate individual with
                  authority to certify such documents, such as the secretary or
                  assistant secretary or the managing general partner of Tenant.

         I.       Tenant acknowledges that the financial capability of Tenant to
                  perform its obligations hereunder is material to Landlord and
                  that Landlord would not enter into this Lease but for its
                  belief, based on its review of Tenant's financial statements,
                  that Tenant is capable of performing such financial
                  obligations. Tenant hereby represents, warrants and certifies
                  to Landlord 



                                       34
<PAGE>   35

                  that its financial statements previously furnished to Landlord
                  were at the time given true and correct in all material
                  respects and that there have been no material subsequent
                  changes thereto as of the date of this Lease. At any time
                  during the Lease Term, Tenant shall provide Landlord, upon ten
                  (10) days' prior written notice from Landlord, with a current
                  financial statement and financial statements of the two (2)
                  years prior to the current financial statement year and such
                  other information as Landlord or its Mortgagee may reasonably
                  request in order to create a "business profile" of Tenant and
                  determine Tenant's ability to fulfill its obligations under
                  this Lease. Such statement shall be prepared in accordance
                  with generally accepted accounting principles and, if such is
                  the normal practice of Tenant, shall be audited by an
                  independent certified public accountant.

         J.       Except as expressly otherwise herein provided, with respect to
                  all required acts of Tenant, time is of the essence of this
                  Lease. This Lease shall create the relationship of Landlord
                  and Tenant between the parties hereto.

         K.       This Lease and the covenants and conditions herein contained
                  shall inure to the benefit of and be binding upon Landlord and
                  Tenant and their respective permitted successors and assigns.

         L.       Notwithstanding anything to the contrary contained in this
                  Lease, the expiration of the Lease Term, whether by lapse of
                  time or otherwise, shall not relieve Tenant from Tenant's
                  obligations accruing prior to the expiration of the Lease
                  Term, and such obligations shall survive any such expiration
                  or other termination of the Lease Term.

         M.       The headings and titles to the paragraphs of this Lease are
                  for convenience only and shall have no affect upon the
                  construction or interpretation of any part hereof.

         N.       LANDLORD HAS DELIVERED A COPY OF THIS LEASE TO TENANT FOR
                  TENANT'S REVIEW ONLY, AND THE DELIVERY HEREOF DOES NOT
                  CONSTITUTE AN OFFER TO TENANT OR OPTION. THIS LEASE SHALL NOT
                  BE EFFECTIVE UNTIL AN ORIGINAL OF THIS LEASE EXECUTED BY BOTH
                  LANDLORD AND TENANT AND AN ORIGINAL GUARANTY, IF ANY, EXECUTED
                  BY EACH GUARANTOR IS DELIVERED TO AND ACCEPTED BY LANDLORD,
                  AND THIS LEASE HAS BEEN APPROVED BY LANDLORD'S MORTGAGEES, IF
                  REQUIRED.

         O.       Tenant shall, and may peacefully have, hold, and enjoy the
                  Premises, subject to the other terms of this Lease (including,
                  without limitation, Article XXX hereof), provided that Tenant
                  pays the Rent herein recited to be paid by Tenant and performs
                  all of Tenant's covenants and agreements herein contained.
                  This covenant and any and all other covenants of Landlord
                  shall be binding upon Landlord and its successors only during
                  its or their respective periods of ownership of the Landlord's
                  interest hereunder.

XXXVII. ENTIRE AGREEMENT.

         This Lease Agreement, including the following Exhibits:

         Exhibit A - Outline and Location of Premises 
         Exhibit B - Rules and Regulations 
         Exhibit C - Commencement Letter (if required) 
         Exhibit D - Work Letter Agreement (if required) 
         Exhibit E - Parking Agreement


         constitutes the entire agreement between the parties hereto with
         respect to the subject matter of this Lease and supersedes all prior
         agreements and understandings between the parties related to the
         Premises, including all lease proposals, letters of intent and similar
         documents. TENANT EXPRESSLY ACKNOWLEDGES AND AGREES THAT LANDLORD HAS
         NOT MADE AND IS NOT MAKING, AND TENANT, IN EXECUTING AND DELIVERING
         THIS LEASE, IS NOT RELYING UPON, ANY WARRANTIES, REPRESENTATIONS,
         PROMISES OR STATEMENTS, EXCEPT TO THE EXTENT THAT THE SAME ARE
         EXPRESSLY SET FORTH IN THIS LEASE. ALL UNDERSTANDINGS 




                                       35
<PAGE>   36

         AND AGREEMENTS HERETOFORE MADE BETWEEN THE PARTIES ARE MERGED IN
         THIS LEASE WHICH ALONE FULLY AND COMPLETELY EXPRESSES THE AGREEMENT
         OF THE PARTIES, NEITHER PARTY RELYING UPON ANY STATEMENT OR
         REPRESENTATION NOT EMBODIED IN THIS LEASE. THIS LEASE MAY BE
         MODIFIED ONLY BY A WRITTEN AGREEMENT SIGNED BY LANDLORD AND TENANT.
         LANDLORD AND TENANT EXPRESSLY AGREE THAT THERE ARE AND SHALL BE NO
         IMPLIED WARRANTIES OF MERCHANTABILITY, HABITABILITY, SUITABILITY,
         FITNESS FOR A PARTICULAR PURPOSE OR OF ANY OTHER KIND ARISING OUT OF
         THIS LEASE, ALL OF WHICH ARE HEREBY WAIVED BY TENANT, AND THAT THERE
         ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE EXPRESSLY SET FORTH IN
         THIS LEASE.

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


                                LANDLORD:    EOP-One Civic Center Plaza, L.L.C.,
                                             a Delaware limited liability 
                                             company

                                    By:  EOP Operating Limited Partnership, a  
                                         Delaware limited partnership, its sole
                                         member

                                         By:  Equity Office Properties Trust,  
                                              a Maryland real estate investment
                                              trust, its managing general 
                                              partner

ATTEST:

---------------------------------------           BY: /s/ KIM KOEHN
                                                      -------------------------

NAME (print):                                     NAME:  Kim Koehn
             --------------------------                  
                                                  TITLE: Sr. Vice President -  
                                                         West Region            


                                                  TENANT: United States 
                                                          Exploration, Inc.,  a
                                                          Colorado corporation
ATTEST:
/s/ BARBARA BUXTON
----------------------------------------          BY: /s/ F. MICHAEL MURPHY

NAME (print):  /s/ Barbara Buxton                 NAME: F. Michael Murphy
              --------------------------                ----------------------
                                                  TITLE:  VP
NAME (print):                                            ---------------------
             ---------------------------





                                       36
<PAGE>   37

                                    EXHIBIT A

                                    PREMISES


         This Exhibit by and between EOP-One Civic Center Plaza, L.L.C., a
Delaware limited liability company ("Landlord"), and United States Exploration,
Inc., a Colorado corporation ("Tenant") is attached to and made a part of the
Lease dated October 15th, 1998 for space in the Building located at 1560 
Broadway, Denver, Colorado 80202.

Suite:   #1950
Square Footage:  11,854 rentable square feet
Commencement Date:  July 1, 1998
Expiration Date:  March 31, 2008


                         [DENVER POST TOWER FLOOR PLAN]






                                       37
<PAGE>   38




                                    EXHIBIT B

                         BUILDING RULES AND REGULATIONS

         The following rules and regulations shall apply, where applicable, to
the Premises, the Building, the parking garage associated therewith (if any),
the Property and the appurtenances thereto:

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

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

3.    No signs, advertisements or notices shall be painted or affixed on or to
      any windows, doors or other parts of the Building, except those of such
      color, size, style and in such places as shall be first approved in
      writing by Landlord. No nails, hooks or screws shall be driven or inserted
      into any part of the Premises or Building except by the Building
      maintenance personnel, nor shall any part of the Building be defaced by
      Tenant.

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

5.    Tenant shall not place any additional lock or locks on any door in the
      Premises or Building without Landlord's prior written consent. A
      reasonable number of keys to the locks on the doors in the Premises shall
      be furnished by Landlord to Tenant at the cost of Tenant, and Tenant shall
      not have any duplicate keys made. All keys shall be returned to Landlord
      at the expiration or earlier termination of this Lease.

6.    All contractors, contractor's representatives, and installation
      technicians performing work in the Building shall be subject to Landlord's
      prior approval and shall be required to comply with Landlord's standard
      rules, regulations, policies and procedures, as the same may be revised
      from time to time. Tenant shall be solely responsible for complying with
      all applicable laws, codes and ordinances pursuant to which said work
      shall be performed.

7.    Movement in or out of the Building of furniture or office equipment, or
      dispatch or receipt by Tenant of any merchandise or materials which
      require the use of elevators, stairways, lobby areas, or loading dock
      areas, shall be restricted to hours designated by Landlord. Tenant must
      seek Landlord's prior approval by providing in writing a detailed listing
      of any such activity. If approved by Landlord, such activity shall be
      under the supervision of Landlord and performed in the manner stated by
      Landlord. Landlord may prohibit any article, equipment or any other item
      from being brought into the Building. Tenant is to assume all risk for
      damage to articles moved and injury to any persons resulting from such
      activity. If any equipment, property, and/or personnel of Landlord or of
      any other tenant is damaged or injured as a result of or in connection
      with such activity, Tenant shall be solely liable for any and all damage
      or loss resulting therefrom.

8.    Landlord shall have the power to prescribe the weight and position of
      safes and other heavy equipment or items, which in all cases shall not in
      the opinion of Landlord exceed acceptable floor loading and weight
      distribution requirements. All damage done to the Building by the
      installation, maintenance, operation, existence or removal of any property
      of Tenant shall be repaired at the expense of Tenant.

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




                                       38
<PAGE>   39


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

11.   No animals, except seeing eye dogs, shall be brought into or kept in, on
      or about the Premises.

12.   No inflammable, explosive or dangerous fluid or substance shall be used or
      kept by Tenant in the Premises or Building. Tenant shall not, without
      Landlord's prior written consent, use, store, install, spill, remove,
      release or dispose of within or about the Premises or any other portion of
      the Property, any asbestos-containing materials or any solid, liquid or
      gaseous material now or hereafter considered toxic or hazardous under the
      provisions of 42 U.S.C. Section 9601 et seq. or any other applicable
      environmental law which may now or hereafter be in effect. If Landlord
      does give written consent to Tenant pursuant to the foregoing sentence,
      Tenant shall comply with all applicable laws, rules and regulations
      pertaining to and governing such use by Tenant, and shall remain liable
      for all costs of cleanup or removal in connection therewith.

13.   Tenant shall not use or occupy the Premises in any manner or for any
      purpose which would injure the reputation or impair the present or future
      value of the Premises or the Building; without limiting the foregoing,
      Tenant shall not use or permit the Premises or any portion thereof to be
      used for lodging, sleeping or for any illegal purpose.

14.   Tenant shall not take any action which would violate Landlord's labor
      contracts affecting the Building or which would cause any work stoppage,
      picketing, labor disruption or dispute, or any interference with the
      business of Landlord or any other tenant or occupant of the Building or
      with the rights and privileges of any person lawfully in the Building.
      Tenant shall take any actions necessary to resolve any such work stoppage,
      picketing, labor disruption, dispute or interference and shall have
      pickets removed and, at the request of Landlord, immediately terminate at
      any time any construction work being performed in the Premises giving rise
      to such labor problems, until such time as Landlord shall have given its
      written consent for such work to resume. Tenant shall have no claim for
      damages of any nature against Landlord or any of the Landlord Related
      Parties in connection therewith, nor shall the date of the commencement of
      the Term be extended as a result thereof.

15.   Tenant shall utilize the termite and pest extermination service designated
      by Landlord to control termites and pests in the Premises. Except as
      included in Basic Costs, Tenant shall bear the cost and expense of such
      extermination services.

16.   Tenant shall not install, operate or maintain in the Premises or in any
      other area of the Building, any electrical equipment which does not bear
      the U/L (Underwriters Laboratories) seal of approval, or which would
      overload the electrical system or any part thereof beyond its capacity for
      proper, efficient and safe operation as determined by Landlord, taking
      into consideration the overall electrical system and the present and
      future requirements therefor in the Building. Tenant shall not furnish any
      cooling or heating to the Premises, including, without limitation, the use
      of any electronic or gas heating devices, without Landlord's prior written
      consent. Tenant shall not use more than its proportionate share of
      telephone lines available to service the Building.

17.   Tenant shall not operate or permit to be operated on the Premises any coin
      or token operated vending machine or similar device (including, without
      limitation, telephones, lockers, toilets, scales, amusement devices and
      machines for sale of beverages, foods, candy, cigarettes or other goods),
      except for those vending machines or similar devices which are for the
      sole and exclusive use of Tenant's employees, and then only if such
      operation does not violate the lease of any other tenant of the Building.




                                       39
<PAGE>   40

18.   Bicycles and other vehicles are not permitted inside or on the walkways
      outside the Building, except in those areas specifically designated by
      Landlord for such purposes.

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

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

21.   Tenant shall carry out Tenant's permitted repair, maintenance,
      alterations, and improvements in the Premises only during times agreed to
      in advance by Landlord and in a manner which will not interfere with the
      rights of other tenants in the Building.

22.   Canvassing, soliciting, and peddling in or about the Building is
      prohibited. Tenant shall cooperate and use its best efforts to prevent the
      same.

23.   At no time shall Tenant permit or shall Tenant's agents, employees,
      contractors, guests, or invitees smoke in any common area of the Building,
      unless such common area has been declared a designated smoking area by
      Landlord, or to allow any smoke from the Premises to emanate into the
      common areas or any other tenant's premises. Landlord shall have the right
      at any time to designate the Building as a non-smoking building.

24.   Tenant shall observe Landlord's rules with respect to maintaining standard
      window coverings at all windows in the Premises so that the Building
      presents a uniform exterior appearance. Tenant shall ensure that to the
      extent reasonably practicable, window coverings are closed on all windows
      in the Premises while they are exposed to the direct rays of the sun.

25.   All deliveries to or from the Premises shall be made only at such times,
      in the areas and through the entrances and exits designated for such
      purposes by Landlord. Tenant shall not permit the process of receiving
      deliveries to or from the Premises outside of said areas or in a manner
      which may interfere with the use by any other tenant of its premises or of
      any common areas, any pedestrian use of such area, or any use which is
      inconsistent with good business practice.

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



                                       40
<PAGE>   41



                                    EXHIBIT C

                               COMMENCEMENT LETTER




                              INTENTIONALLY OMITTED






                                       41
<PAGE>   42

                                    EXHIBIT D

                                   WORK LETTER



                              INTENTIONALLY OMITTED






                                       42
<PAGE>   43

                                    EXHIBIT E

                                PARKING AGREEMENT


         This Exhibit E ("Exhibit E") by and between EOP-One Civic Center Plaza,
L.L.C., a Delaware limited liability company ("Landlord"), and United States
Exploration, Inc., a Colorado corporation ("Tenant") is attached to and made a
part of the Lease dated October 15, 1998 for space in the Building located at 
1560 Broadway, Denver, Colorado 80202.

1. The parties acknowledge that they have heretofore entered, or are
contemporaneously herewith entering into a certain lease dated October 15, 1998
(the "Lease") for the premises knows as Suite #1950 (the "Premises") located in
the building known as Denver Post Tower (the "Building"). In the event of any
conflict between the Lease and this Agreement, the latter shall control.

2. Landlord hereby grants to Tenant and persons designated by Tenant a license
to use four (4) FIVE (5) unreserved parking spaces and zero (0) reserved spaces.
The term of such license shall commence on the Commencement Date under the Lease
and shall continue until the earlier to occur of the Expiration Date under the
Lease, or termination of the Lease or Tenant's abandonment of the Premises
thereunder. During the term of this license, Tenant shall pay Landlord the
monthly charges established from time to time by Landlord for parking in the
Building Garage payable in advance, with Tenant's payment of monthly Base Rent.
The charge for such reserved parking space(s) is $165.00 per parking space per
month, total monthly charge of $0.00 for all such reserved parking spaces. The
charge for such unreserved parking space(s) is $125.00 per parking space per
month, total monthly charge of $500.00 $625.00 for all such unreserved parking
spaces. No deductions from the monthly charge shall be made for days on which
the Building Garage is not used by Tenant. However, Tenant may reduce the number
of parking spaces hereunder, at any time, providing at least thirty (30) days
advance written notice to Landlord, accompanied by a key-card, sticker, or other
identification or entrance system provided by Landlord or its parking
contractor, such cancellation shall be reinstated from time to time at Tenant's
option. Tenant may, from time to time request additional parking spaces, and if
Landlord shall provide the same, such parking spaces shall be provided and used
on a month-to-month basis, and otherwise on the foregoing terms and provisions,
and such monthly parking charges as Landlord shall establish from time to time.

3. Tenant shall at all times comply with all applicable ordinances, rules,
regulations, codes, laws, statutes, and requirements of all federal, state,
county and municipal governmental bodies or their subdivisions respecting the
use of the Building Garage. Landlord reserves the right to adopt, modify, and
enforce reasonable Rules governing the use of the Building Garage from time to
time including any key-card, sticker, or other identification or entrance
systems and hours of operations. The Rules set forth herein are currently in
effect. Landlord may refuse to permit any person who violates such Rules to park
in the Building Garage, and any violation of the Rules shall subject the car to
removal from the Building Garage.

4. Tenant may validate visitor parking by such method or methods as Landlord may
approve, at the validation rate from time to time generally applicable to
visitor parking. Unless specified to the contrary above, the parking spaces
hereunder shall be provided on an unreserved, "first-come, first-served" basis.
Tenant acknowledges that Landlord has or may arrange for the Building Garage to
be operated by an independent contractor, not affiliated with Landlord. In such
event, Tenant acknowledges that Landlord shall have no liability for claims
arising through acts or omissions of such independent contractor, if such
contractor is reputable. Except for intentional acts or gross negligence,
Landlord shall have no liability whatsoever for any damage to building or any
other items located in the Building Garage, nor for any personal injuries or
death arising out of any matter relating to the Building Garage, and in all
events, Tenant agrees to look first to its insurance carrier and to require the
Tenant's employees to look to their respective insurance carriers for payment of
any losses sustained in connection with any use of the Building Garage. Tenant
hereby waives on behalf of its insurance carriers all rights of subrogation
against Tenant or Landlord's agents. Landlord reserves the right to assign
specific parking spaces, and to reserve parking spaces for visitors, small cars,
handicapped persons and for other tenants, guest of tenants or other parties,
with assigned and/or reserved space. Such reserved space may be relocated as
determined 





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<PAGE>   44

by Landlord from time to time, and Tenant and persons designated by Tenant
hereunder shall not park in any such assigned or reserved parking spaces.
Landlord also reserves the right to close all or any portion of the Building
Garage, or if required by casualty, strike, condemnation, act of God,
governmental law or requirement, or other reason beyond Landlord's reasonable
control. In such event, Landlord shall refund any prepaid parking rent
hereunder, prorated on a per diem basis. If, for any other reason, Tenant or
person(s) properly designated by Tenant, shall be denied access to the Building
Garage, and Tenant or such person(s) shall have complied with this Agreement and
this Agreement shall be in effect, Landlord's liability shall be limited to such
parking charges (excluding tickets for parking violations) incurred by Tenant or
such persons in utilizing alternative parking, which amount Landlord shall pay
upon presentation or documentation supporting Tenant's claiming in connection
therewith.

5. If Tenant shall default under this Agreement, Landlord shall have the right
to remove from the Building Garage any vehicles hereunder which shall have been
involved or shall have been owned or driven by parties involved in causing such
default, without liability therefore whatsoever. In addition, if Tenant shall
default under this Agreement, Landlord shall have the right to cancel this
Agreement on ten (10) days written notice, unless within such ten (10) day
period, Tenant cures such default. If Tenant defaults with respect to the same
term or condition under this Agreement more than three (3) times during any
twelve (12) month period, and Landlord notifies Tenant thereof promptly after
each such default, the next default of such term or condition during the
succeeding twelve (12) month period, shall, at Landlord's election, constitute
an incurable default. Such cancellation right shall be cumulative and in
addition to any other rights or remedies available to Landlord at law or equity,
or provided under the Lease (all of which rights and remedies under the Lease
are hereby incorporated herein, as though fully set forth). Any default by
Tenant under the Lease shall be a default under this Agreement, and any default
under this Agreement shall be a default under the Lease.


                                      RULES

(i)    Building Garage hours shall be 6:00 a.m. to 8:00 p.m.; however, Tenant
       shall have access to the garage or parking lot on a 24-hour basis, 7 days
       a week. Tenant shall not store or permit its employees to store any
       automobile in the Garage or the surface parking areas without the proper
       written consent of Landlord. Except for emergency repairs, Tenant and its
       employees shall not perform any work on any automobiles while located in
       the Garage or on the Property. If it is necessary for Tenant or its
       employees to leave an automobile in the Garage or on the surface parking
       areas overnight, Tenant shall provide Landlord with prior notice thereof
       designating the license plate number and model of such automobile.

(ii)   Cars must be parked entirely within the stall lines painted on the floor,
       and only small cars may be parked in areas reserved for small cars.

(iii)  All directional signs and arrows must be observed.

(iv)   The speed limit shall be 5 miles per hour.

(v)    Parking spaces reserved for handicapped parking must be used only by
       vehicles properly designated.

(vi)   Parking is prohibited in all areas not expressly designated for parking,
       including without limitation:

       (a)   areas not striped for parking
       (b)   aisles
       (c)   where "no parking" signs are posted
       (d)   ramps
       (e)   loading zones

(vii)  Parking stickers, key cards, or any other devices or forms of
       identification or entry supplied by Landlord shall remain the property of
       Landlord. Such devices must be displayed as requested and may not be
       mutilated in any manner. The serial number of the parking identification
       device may not be obliterated. Devices are not transferable and any 
       device in the possession of an unauthorized holder will be void.





                                       44
<PAGE>   45

(viii) Monthly fees shall be payable in advance prior to the fifth (5th) day
       of each month. Failure to do so will automatically cancel parking
       privileges and a charge at the prevailing daily rate will be due. No
       deductions or allowances from the monthly rate will be made for days on
       which the Building Garage is not used by Tenant or its designees.

(ix)   Building Garage managers or attendants are not authorized to make or 
       allow any exceptions to these Rules.

(x)    Every parker is required to park and lock his own car.

(xi)   Loss or theft of parking identification, key cards, or other such devices
       must be reported to Landlord and garage manager immediately. Any parking
       devices reported lost or stolen found on any unauthorized car will be
       confiscated and the illegal holder will be subject to prosecution. Lost 
       or stolen devices found by Tenant or its employees must be reported to 
       the office of the garage immediately.

(xii)  Washing, waxing, cleaning, or servicing except windshield, flat tire, 
       dead battery, or towing of any vehicles by the customer and/or his agents
       is prohibited. Parking spaces may be used only for parking automobiles.

(xiii) By signing this Parking Agreement, Tenant agrees to acquaint all persons
       to whom Tenant assigns parking spaces with these Rules.

6. NO LIABILITY. TENANT ACKNOWLEDGES AND AGREES THAT TO THE FULLEST EXTENT
PERMITTED BY LAW, LANDLORD SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO
TENANT OR TENANT'S PROPERTY (INCLUDING WITHOUT LIMITATIONS, ANY LOSS OR DAMAGE
TO TENANT'S AUTOMOBILE OR THE CONTENT THEREOF DUE TO THEFT, VANDALISM, OR
ACCIDENT) ARISING FROM OR RELATED TO TENANT'S USE OF THE BUILDING GARAGE OR
EXERCISE OF ANY RIGHTS UNDER THIS AGREEMENT, WHETHER OR NOT SUCH LOSS OR DAMAGE
RESULTS FROM LANDLORD'S ACTIVE NEGLIGENCE OR NEGLIGENT OMISSION. THE LIMITATION
ON LANDLORD'S LIABILITY UNDER THE PRECEDING SENTENCE SHALL NOT APPLY, HOWEVER,
TO LOSS OR DAMAGE ARISING DIRECTLY FROM LANDLORD'S WILLFUL MISCONDUCT.

7. Release of Liability. Without limiting the provisions of Paragraph 6 above,
Tenant hereby voluntarily releases, discharges, waives, and relinquishes any and
all actions or causes of action for personal injury or property damage occurring
to Tenant arising as a result of parking in the Building Garage, or any
activities incidental thereto, wherever or however the same may occur, and
further agrees that Tenant will not prosecute any claim for personal injury or
property damage against Landlord or any of its officers, agents, servants, or
employees for any said cause of action. It is the intention of Tenant by this
instrument, to exempt and relieve Landlord from liability for personal injury or
property damage caused by negligence.

(Bottom of page left intentionally blank. Signature blocks on following page.)



                                       45
<PAGE>   46

Tenant acknowledges that Tenant has read the provisions of Paragraph 7, has been
fully and completely advised of the potential dangers incidental to parking in
the Building Garage, and is fully aware of the legal consequences of signing
this instrument.

IN WITNESS WHEREOF, Landlord and Tenant have executed the Exhibit in multiple
original counterparts as of the day and year first above written.


                                LANDLORD:    EOP-One Civic Center Plaza, L.L.C.,
                                             a Delaware limited liability 
                                             company

                                    By:  EOP Operating Limited Partnership, a  
                                         Delaware limited partnership, its sole
                                         member

                                         By:  Equity Office Properties Trust,  
                                              a Maryland real estate investment
                                              trust, its managing general 
                                              partner

ATTEST:

---------------------------------------           BY: 
                                                      -------------------------

NAME (print):                                     NAME:  
             --------------------------                 ----------------------- 
                                                  TITLE:
                                                         ----------------------


                                                  TENANT: United States 
                                                          Exploration, Inc.,  a
                                                          Colorado corporation
ATTEST:

----------------------------------------          BY:
                                                      -------------------------
NAME (print):                                     NAME:
              --------------------------                  ---------------------
                                                  TITLE:
NAME (print):                                              --------------------
             ---------------------------




                                       46