<PAGE>
                                                                   Exhibit 10.22


                                     LEASE



LANDLORD                   RIVER RIDGE LIMITED PARTNERSHIP

TENANT                     SKILLSOFT CORPORATION

PREMISES                   100 RIVER RIDGE DRIVE, NORWOOD, MA
<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENT
<S>                                                                          <C>

ARTICLE 1 REFERENCE DATA

1.1      Subjects Referred To                                                  1

ARTICLE - PREMISES AND TERM

2.1      Premises                                                              4

2.2      Term                                                                  5

ARTICLE 3 - TENANT IMPROVEMENTS

3.1      Condition of Premises                                                 5

ARTICLE 4 - RENT

4.1      The Fixed Rent                                                        5

4.2      Additional Rent                                                       6

         4.2.1    Personal Property Taxes                                      6

         4.2.2    Operating Costs                                              6

         4.2.3    Insurance                                                   12

         4.2.4    Services Furnished by Landlord                              14

4.3      Late Payment of Rent                                                 15

ARTICLE 5 - LANDLORD'S COVENANTS

5.1      Affirmative Covenants                                                16

         5.1.1    Heat and Air Conditioning                                   16

         5.1.2    Electricity                                                 16

         5.1.3    Cleaning; Water                                             17

         5.1.4    Elevator; Lighting                                          17

         5.1.5    Repairs                                                     17

5.2      Interruption                                                         17
</TABLE>

                                       i
<PAGE>
<TABLE>
<S>                                                                          <C>
         5.3      Outside Services                                            17

ARTICLE 6 - TENANT'S ADDITIONAL COVENANTS

         6.1.     Affirmative Covenants                                       18

                  6.1.1    Perform Obligations                                18

                  6.1.2    Repair and Maintenance                             18

                  6.1.3    Compliance with Law                                19

                  6.1.4    Indemnification                                    20

                  6.1.5    Landlord's Right to Enter                          20

                  6.1.6    Personal Property at Tenant's Risk                 21

                  6.1.7    Yield Up                                           21

                  6.1.8    Holdover                                           22

                  6.1.9    Rules and Regulations                              22

                  6.1.10   Estoppel Certificate                               22

         6.2      Negative Covenants                                          23

                  6.2.1    Assignment and Subletting                          23

                  6.2.2    Nuisance                                           23

                  6.2.3    Hazardous Wastes and Materials                     24

                  6.2.4    Floor Load; Heavy Equipment                        24

                  6.2.5    Installation, Alterations or Additions             25

                  6.2.6    Abandonment                                        25

                  6.2.7    Signs                                              26

                  6.2.8    Parking and Storage                                26

ARTICLE 7 - CASUALTY, EMINENT DOMAIN

7.1     Termination                                                           26

7.2     Restoration                                                           27

7.3     Award                                                                 27
</TABLE>

                                       ii
<PAGE>
<TABLE>
<S>                                                                          <C>
ARTICLE 8 - DEFAULTS

8.1      Events of Default                                                    27

8.2      Remedies                                                             29

8.3      Remedies Cumulative                                                  29

8.4      Landlord's Right to Cure Defaults                                    30

8.5      Effect of Waivers of Default                                         30

8.6      No Waiver, Etc.                                                      30

8.7      No Accord and Satisfaction                                           30

ARTICLE 9 - RIGHTS OF HOLDERS

9.1      Rights of Mortgage Holders                                           31

9.2      Lease Superior or Subordinate to Mortgages                           31

ARTICLE 10 - MISCELLANEOUS PROVISIONS

10.1     Notices From One Party to the Other                                  33

10.2     Quiet Enjoyment                                                      33

10.3     Lease Not to be Recorded                                             33

10.4     Limitation of Landlord's Liability                                   33

10.5     Acts of God                                                          34

10.6     Landlord's Default                                                   35

         10.6.1   Landlord's Default - Tenant's Remedy                        35
</TABLE>

                                      iii
<PAGE>
<TABLE>
<S>                                                                          <C>
10.7     After Hours and Holiday Heating and Air Conditioning                 35

10.8     Applicable Law and Construction                                      35
</TABLE>

1.2      Exhibits.

          The Exhibits listed below in this section are incorporated in this
Lease by reference and are to be construed as a part of this Lease.

          EXHIBIT A.      Plan showing the Premises.

          EXHIBIT B.      Legal Holidays

          EXHIBIT C.      Janitorial Specifications

          EXHIBIT D.      Rules and Regulations.


                                       iv
<PAGE>
                                      LEASE

                                    ARTICLE 1

                                 REFERENCE DATA

1.1      SUBJECT REFERRED TO.

         Each reference in this Lease to any of the following subjects shall be
construed to incorporate the data stated for that subject in this Section 1.1.

<TABLE>
<S>                     <C>
Date of this Lease:     February     , 2002

Building:               The Building in the Town of Norwood constructed on a
                        parcel of land shown as Lot 25 on a plan dated May 5,
                        1993 and filed with the Norfolk Registry District of the
                        Land Court as Plan No. 25524K and now known as and
                        numbered 100 River Ridge Drive (the Building and such
                        parcel of land hereinafter being collectively referred
                        to as the "Property").

Premises:               Suite 102 consisting of approximately 3,387 rentable
                        square feet, Suite 104 consisting of approximately 2,142
                        rentable square feet and Suite 111 consisting of
                        approximately 4,608 rentable square feet, totaling
                        10,137 rentable square feet. The Premises are shown on
                        Exhibit A annexed hereto.

Rentable Floor
Area of Premises:       10,137 square feet

Rentable Floor
Area of Building:       101,667 square feet

Landlord:               River Ridge Limited Partnership
</TABLE>


                                        1
<PAGE>
<TABLE>
<S>                     <C>
Original Notice         Cornerstone Corporation
Address                 725 Canton Street
of Landlord:            Norwood, MA 02062
                        ATTENTION: Paul E. Tryder

Tenant:                 SkillSoft Corporation

Original Notice         Skillsoft Corporation
                        20 Industrial Park Drive
                        Nashua, NH 03062
                        ATTENTION: Sharon Gould

Address of Tenant:

Term:                   Three (3) Years and Ten (10) Months

Commencement
Date:                   February 1, 2002

Annual Fixed
Rent Rate:              $204,457.50
(Office Space)

Monthly Fixed
Rent Rate:              $17,038.13
(Office Space)

Base Operating
Costs:                  The Operating Costs for the calendar year 2001
                        including Taxes for Fiscal Year 2002.

Tenant's
Percentage:             The ratio of the Rentable Floor Area of the Premises to
                        the total Rentable Floor Area of the Building, which the
                        parties agree is Nine and 9/10 (9.9%) percent.
</TABLE>


                                       2
<PAGE>
<TABLE>
<CAPTION>
Permitted Use:          Professional/Business Office and lawful purposes
                        incidental to such use.
<S>                     <C>             <C>
Minimum Limits of
Liability as set
forth in Section
4.2.3:

Commercial General
Liability               $1,000,000      Per Occurrence, Bodily injury and
                                        Property Damage

                        $1,000,000      Per Person, Personal and Advertising
                                        Injury

                        $1,000,000      Aggregate, products - Completed
                                        Operations

                        $5,000,000      General Aggregate with a Per Location
                                        Aggregate Endorsement

                        $  250,000      Any One Fire, Fire Damage

Automobile              $1,000,000      Per Accident, Bodily Injury and Property
Liability                               Damage

Workers'                Statutory
Compensation
</TABLE>


                                       3
<PAGE>
                                    ARTICLE 2

                               PREMISES AND TERM

2.1 PREMISES. Landlord hereby Leases to Tenant and Tenant hereby Leases from
Landlord, subject to and with the benefit of the terms, covenants, conditions
and provisions of this Lease, the Premises, excluding exterior faces of exterior
walls, the common stairways, stairwells, elevators and elevator shafts, and
pipes, ducts, conduits, wires and appurtenant fixtures servicing exclusively or
in common other parts of the Building, and if Tenant's space includes less than
the entire rentable area of any floor, excluding the central core area of such
floor.

         Tenant shall have, as appurtenant to the Premises, rights to use in
common, subject to reasonable rules of general applicability to tenants of the
Building from time to time made by Landlord of which Tenant is given notice: (a)
the common lobbies, hallways, stairways and elevators of the Building, (b) the
common pipes, ducts, conduits, wire and appurtenant fixtures serving the
Premises, (c) common walkways and driveways necessary for access to the
Building, (d) the common parking areas serving the Building, and (e) if the
Premises include less than the entire rentable area of any floor, the common
toilets and other common facilities in the central core area of such floor.

         Landlord reserves the right from time to time (with reasonable prior
notice to Tenant, except in emergencies), in such manner as to reduce to a
minimum interference with Tenant's use of the Premises (so long as services to
the Premises and the Building's common areas are not diminished): (a) to
install, use, maintain, repair, replace and relocate for service to the Premises
and other parts of the Building, or either, pipes, ducts, conduits, wires and
appurtenant fixtures, however located in the Premises or Building, (b) to alter
or relocate any other common facility, (c) to make any repairs and replacements
to the Premises which Landlord may deem necessary, and (d) in connection with
any excavation made upon adjacent land of Landlord or others, to enter, and to
license others to enter, upon the Premises to do such work as the person causing
such


                                       4
<PAGE>
excavation deems necessary to preserve the wall of the Building from injury or
damage and to support the same.

2.2 TERM. TO HAVE AND TO HOLD for a term (the "Term") beginning on the
Commencement Date and continuing for a period of three (3) years and ten (10)
months.

                                    ARTICLE 3

                               TENANT IMPROVEMENTS

3.1 CONDITION OF PREMISES. The Premises are Leased in an "as is" condition.
Tenant acknowledges that, except as otherwise expressly provided in this Lease,
Landlord has made no warranties or representations as to the condition thereof.
Tenant further acknowledges that Landlord has no present or future intention to
make any alterations, renovations or improvements to the Premises. Landlord
represents and warrants that all Building mechanical, plumbing, electrical and
structural systems and facilities are working properly as designed for general
office space. Landlord further represents and warrants that the Building and the
Premises are in compliance with all applicable federal, state and local laws,
including, without limitation, those relating to environmental and zoning
matters.

                                   ARTICLE 4.

                                      Rent

4.1 THE FIXED RENT. Tenant covenants and agrees to pay rent to Landlord at the
Original Notice Address of Landlord or at such other place or to such other
person or entity as Landlord may by notice in writing to Tenant from time to
time direct, at the Annual Fixed Rent Rate, in equal installments at the Monthly
Fixed Rent Rate (which is 1/12th of the Annual Fixed Rent Rate), in advance, on
the first day of each calendar month included in the Term; and for any portion
of a calendar month at the beginning or end of the Term, at that rate payable in
advance for such portion.


                                        5
<PAGE>
4.2 ADDITIONAL RENT. Tenant covenants and agrees to pay, as Additional Rent, its
pro rata share of increases in operating costs with respect to the Premises as
provided in this Section 4.2. The Landlord and Tenant agree that the Base Year
for determining Operating Costs (other than real estate taxes) shall be calendar
year 2001. The Base Year for determining real estate tax increases shall be
fiscal year 2002.

         4.2.1 PERSONAL PROPERTY TAXES. Tenant shall pay all taxes charged,
assessed or imposed upon the personal property of Tenant in or upon the
Premises.

         4.2.2 OPERATING COSTS. Within a reasonable time after calendar year
2001, Landlord shall provide Tenant with an itemized statement of Base Operating
Costs, together with copies of all bills issued by governmental authorities with
respect to Taxes included in Base Operating Costs. If, during the Term hereof,
Operating Costs (as hereinafter defined) incurred by Landlord in any calendar
year shall exceed Base Operating Costs, Tenant shall reimburse Landlord, as
Additional Rent, for Tenant's Percentage of any such excess (such amount being
hereinafter referred to as the "Operating Costs Excess"). Tenant shall remit to
Landlord, on the first day of each calendar month, estimated payments on account
of Operating Costs Excess, such monthly amounts to be sufficient to provide
Landlord, by the end of the calendar year, a sum equal to the Operating Costs
Excess, as reasonably estimated by Landlord from time to time and set forth in a
statement delivered by Landlord to Tenant. If, at the expiration of the year in
respect of which monthly installments of Operating Costs Excess shall have been
made as aforesaid, the total of such monthly remittances is greater than the
actual Operating Costs Excess for such year, as shown on the Annual Statement
within thirty (30) days (as hereinafter defined) for such year, Landlord shall
pay to Tenant, or credit against the next accruing payments to be made by Tenant
pursuant to this subsection 4.2.2, the difference; if the total of such
remittances is less than the Operating Costs Excess for such year, Tenant shall
pay the difference to Landlord within thirty (30) days from the date of Tenant's
receipt of the Annual Statement. Following each calendar year, Landlord shall
furnish to Tenant an itemized statement, in


                                       6
<PAGE>
reasonable detail, of the Operating Costs Excess during such year (the "Annual
Statement"), prepared, allocated and computed in accordance with generally
accepted accounting principles.

         Any reimbursement for Operating Costs due and payable by Tenant with
respect to periods of less than twelve (12) months shall be equitably
prorated.

         The Term "Operating Costs" shall mean all costs or expenses incurred
for the operation, cleaning, maintenance, repair and up-keep of the Property,
including, without limitation, all costs of maintaining and repairing the
Property (including snow removal, landscaping and grounds maintenance, parking
lot operation and maintenance, security, operation and repair of heating and
air-conditioning equipment, elevators, lighting and any other Building equipment
or systems) and of all repairs and replacements (other than maintenance, or
repairs for which Landlord has received full reimbursement from contractors,
other tenants of the Building or from others or improvements of services
provided for the exclusive benefit of other tenants) necessary to keep the
Property in good working order, repair, appearance and condition similar to
existing conditions; all costs, including material and equipment costs, for
cleaning and janitorial services to the Building (including window cleaning of
the Building); all costs of any reasonable insurance carried by Landlord
relating to the Property; all costs related to provision of heat (including oil,
electric, steam and/or gas), air-conditioning, and water (including sewer
charges) and other utilities to the Building (exclusive of reimbursement to
Landlord for any of same received as a result of direct billing to any tenant of
the Building); reasonable payments under all service contracts relating to the
foregoing; all compensation, fringe benefits, payroll taxes and workmen's
compensation insurance premiums related thereto with respect to any employees of
Landlord or its affiliates to the extent engaged in security and maintenance of
the Property (provided that payments to affiliates are not more than would be
paid to a third party in arms-length transactions in respect of said services);
attorneys' fees and disbursements (exclusive of any such fees and disbursements
incurred in the preparation of Leases or enforcement of the Landlord's rights
against another tenant and any fees incurred in defending any action by a tenant


                                       7
<PAGE>
and any fees arising from Landlord's negligence or willful misconduct) and
auditing and other professional fees and expenses; all expenses, including
reasonable attorneys' fees and appraisers' fees, incurred in connection with tax
abatement proceedings; a reasonable management fee (provided that any management
fee paid to an affiliate shall not exceed an amount that would be paid to a
third party management company); and all taxes, which term shall mean all taxes,
assessments, betterments and other charges and impositions (including, but not
limited to, fire protection service fees and similar charges) levied, assessed
or imposed at any time during the Term by any governmental authority upon or
against the Property, or taxes in lieu thereof, and additional types of taxes to
supplement real estate taxes due to legal limits imposed thereon (provided,
however, that taxes shall not include any fees or penalties imposed as a result
of Landlord's failure to pay taxes in a timely manner). If, at any time during
the Term of this Lease, any tax or excise on rents or other taxes, however
described, are levied or assessed against Landlord with respect to the rent
reserved hereunder, either wholly or partially in substitution for, or in
addition to, real estate taxes assessed or levied on the Property, such tax or
excise on rents shall be included in taxes; however, taxes shall not include
franchise, estate, inheritance, succession, capital levy, transfer, income or
excess profits taxes assessed on Landlord or affiliates, including
beneficiaries. Taxes shall include any estimated payment made by Landlord on
account of a fiscal tax period for which the actual and final amount of taxes
for such period has not been determined by the governmental authority as of the
date of any such estimated payment.

         There shall not be included in such Operating Costs brokerage fees
(including rental fees) related to the operation of the Building or any other
expenditures made by Landlord in connection with any effort to Lease, rent or
sell the Building or the Property, except as otherwise expressly provided in
this Lease; principal or interest payments on loans secured by mortgages or
trust deeds on the Property; depreciation charges incurred on the Property; or
expenditures made by Tenant with respect to the provision of electricity to the
Premises.


                                       8
<PAGE>
  In addition, the following shall not be included in Operating Costs:

         (a) any expenses which under generally accepted accounting principles,
consistently applied, and sound management practices would not be considered a
normal maintenance or operating expense;

         (b) all costs associated with the operation of the business of the
entity which constitutes "Landlord" (as distinguished from the costs of Building
operations) including, but not limited to, Landlord's or Landlord's managing
agent's general corporate overhead and general administrative expenses or such
costs that would be normally included in a management fee (e.g.,
placement/recruiting fees for employees, risk management costs, corporate
accounting, employee training programs, health/sports club dues, tickets to
special events, bank charges, etc.);

         (c) costs incurred by Landlord in connection with the correction of
defects in design and construction of the Building or Land;

         (d) any costs of any services sold or provided to tenants or other
occupants for which Landlord or its managing agent is entitled to be reimbursed
by such tenants or other occupants as an additional charge or rental over and
above the basic rent (and escalations thereof).

         (e) overhead or profits paid to subsidiaries or affiliates of Landlord,
or to any party as a result of a non-competitive selection process, for
management or other services to the Building, or for supplies or other
materials, to the extent that the costs of such services, supplies, or materials
exceed the costs that would have been paid had the services, supplies or
materials been provided by parties unaffiliated with the Landlord on a
competitive basis and are consistent with those incurred by similar buildings in
the same metropolitan area in which the Building is located;

         (f) wages, salaries and other compensation paid to any executive
employee of Landlord and/or Landlord's managing agent above the grade of
Building Manager;


                                       9
<PAGE>
         (g) subject to Tenant's obligations under the provisions of Section
6.2.3 hereof, any cost or expense related to removal, cleaning, abatement or
remediation of "hazardous material" in or about the Building and/or the Land,
including without limitation, hazardous substances in the ground, water or soil;

         (h) Landlord's gross receipts taxes, personal and corporate income
taxes, inheritance and estate taxes, other business taxes and assessments,
franchise, gift and transfer taxes, and all other real estate taxes relating to
a period or payable outside the Term of the Lease;

         (i) any fines, costs, penalties or interest resulting from the
negligence, misconduct or omission of the Landlord or its agents, contractors,
or employees;

         (j) any rental payments and related costs pursuant to any ground Lease
of land underlying all or any portion of the Building and Land or any costs
related to any reciprocal agreement;

         (k) any rental and any associated costs, either actual or not, for the
Landlord's or Landlord's management agent's management and/or leasing office;

         (l) costs incurred in connection with upgrading the Building to comply
with disability of insurance requirements, or life safety codes, ordinances,
statutes, or other laws in effect prior to the Commencement Date, including
without limitation the Americans With Disabilities Act, including penalties or
damages incurred as a result of non-compliance.

         If, during the Term of this Lease, Landlord shall replace any capital
items or make any capital expenditures in order to, in either case, comply with
law, effect savings in Operating Costs or keep the Property in good working
order, repair, appearance and condition (collectively called "capital
expenditures") that total amount is not includible in Operating Costs for the
calendar year in which they were made, there shall


                                       10
<PAGE>
nevertheless be included in Operating Costs for each calendar year in which and
after such capital expenditure is made the annual charge-off of such capital
expenditure. Annual charge-off shall be determined by (i) dividing the original
cost of the capital expenditure by the number of years of useful life thereof
(The useful life shall be reasonably determined by Landlord in accordance with
generally accepted accounting principles and practices in effect at the time of
acquisition of the capital item); and (ii) adding to such quotient an interest
factor computed on the unamortized balance of such capital expenditure based
upon an interest rate reasonably determined by Landlord as being the interest
rate then being charged for long-term mortgages by institutional lenders on like
properties within the locality in which the Building is located.

         If during any portion of any year for which Operating Costs are being
computed (including calendar 2001), the Building was not fully occupied by
tenants or if not all of such tenants were paying fixed rent or if Landlord was
not supplying all tenants with the services being supplied hereunder, actual
Operating Costs incurred shall be reasonably extrapolated by Landlord to the
estimated Operating Costs that would have been incurred if the Building were
fully occupied by tenants and all such tenants were then paying fixed rent or if
such services were being supplied to all tenants, and such extrapolated amount
shall, for purposes of this Section 4.2.2, be deemed to be the Operating Costs
for such year.

         Provided Landlord is not prosecuting an abatement with respect thereto,
Tenant may prosecute appropriate proceedings for abatement or reduction of any
taxes with respect to which Tenant is required to make payments as hereinbefore
provided, such proceedings to be conducted jointly with any other parties,
including Landlord, who have contributed to the payment of such taxes and Tenant
agrees to save Landlord harmless from all costs and expenses incurred on account
of Tenant's participation in such proceedings. Landlord, without obligating
itself to incur any costs or expenses in connection with such proceedings shall
cooperate with Tenant with respect to such proceedings so far as reasonably
necessary. Any abatement or reduction effected for such proceedings shall accrue
to the benefit of Tenant and Landlord and such


                                       11
<PAGE>
other parties as their interests may appear according to their respective
contributions to the taxes involved in any such proceedings.

         Tenant or its accountants shall have the right to inspect, at
reasonable times and in a reasonable manner, during the ninety (90) day period
following delivery of any Annual Statement of Landlord with regard to Operating
Costs Excess, such of Landlord's books of account and records as pertain to and
contain information concerning Operating Costs in order to verify the amounts
charged to Tenant in respect thereof.

         4.2.3 INSURANCE. Tenant shall maintain throughout the Term, the
following insurance which shall be arranged with insurance carriers licensed to
provide such insurance in the Commonwealth of Massachusetts. Insurance carriers
shall have earned a minimum A.M. Best financial rating of "A" and a volume
rating of "IX" and shall further be subject to the reasonable approval of
Landlord.

         All insurance required shall be evidenced to Landlord by the
presentation of certificates of insurance prior to the commencement of the Lease
Term. All certificates shall identify the Landlord and its address as
certificateholder, and shall provide the Landlord with a minimum of thirty (30)
days advance notice of cancellation, intent to not renew, or material change to
the terms or conditions of the policy coverage.

         GENERAL LIABILITY

         Commercial general liability insurance on an occurrence from insuring
both Landlord and Tenant against all claims, loss, costs, expenses and demands
for death or injury to persons or damage to property which may be claimed to
have occurred as a result of the acts or omissions of the Tenant, and insuring
the indemnification obligation of Tenant as specified in Section 6.1.4 of the
Lease, with minimum limits of liability as set forth in Section 1.1 of the
Lease. Landlord shall be named as an additional insured, and the policy shall
contain a provision that


                                       12
<PAGE>
allows the Tenant to waive its rights of recovery against other parties.

         AUTOMOBILE LIABILITY

         Comprehensive automobile liability coverage insuring Landlord and
Tenant and covering all owned, Leased, non-owned and hired vehicles, with
minimum limits of liability as set forth in Section 1.1 of the Lease. The policy
shall contain a provision that allows the Tenant to waive its rights of recovery
against other parties.

         WORKERS' COMPENSATION

         Workers' compensation insurance covering all of the Tenant's employees
in accordance with the laws of the Commonwealth of Massachusetts, with minimum
employers liability limits as specified in Section 1.1 of the Lease, but no less
than limits necessary to meet the underlying requirements of umbrella liability.

         UMBRELLA LIABILITY

         Umbrella Liability insurance on a per occurrence basis providing
coverage for the benefit of Landlord and Tenant in excess of the insurance
specified herein, with minimum limits of liability as set forth in Section 1.1
of the Lease. Landlord shall be named as an additional insured, and the policy
shall contain a provision that allows the Tenant to waive its rights of recovery
against other parties.

         PROPERTY INSURANCE

         All risk property insurance, including flood and earthquake, covering
all Tenant's furniture, fixtures, equipment, improvements and other property of
Tenant, or property of others for which the Tenant is responsible, at full
insurable replacement cost. Coverage terms shall provide that coinsurance
penalty provisions have been waived, and that the insurer will waive its rights
of subrogation against any party with whom the Tenant has waived its rights of
recovery.


                                       13
<PAGE>
         LANDLORD'S INSURANCE

         Landlord shall maintain, throughout the Term

         (i) all risk fire and casualty insurance on a replacement value, agreed
amount basis with such deductibles as Landlord may consider appropriate;

         (ii) comprehensive general liability insurance for injury to person or
property occurring in the common areas of the Building and the Property with
such deductibles as Landlord may consider appropriate.

         WAIVER OF SUBROGATION

         Landlord and Tenant each waives any claim it might have against the
other for any injury to or death of any person or persons or damage to or theft,
destruction, loss, or loss of use of any property (a "Loss"), to the extent the
same is insured against under any insurance policy that covers the Building, the
Premises, Landlord's or Tenant's fixtures, personal property, Leasehold
improvements, or business, or, in the case of Tenant's waiver, is required to be
insured against under the terms hereof, REGARDLESS OF WHETHER THE NEGLIGENCE OF
THE OTHER PARTY CAUSED SUCH LOSS, however, Landlord's waiver shall not include
any deductible amounts on insurance policies carried by Landlord or to any
coinsurance penalty which Landlord may sustain. Each party shall cause its
insurance carrier to endorse all applicable policies waiving the carrier's
rights of recovery under subrogation or otherwise against the other party.

         4.2.4 Services Furnished by Landlord. Landlord shall, at its expense,
furnish, as incident to this Lease, the following services and utilities:

         1) Heat and air conditioning in reasonable amounts and as appropriate
to the reasonable comfort of the Tenant shall be provided at Landlord's expense
Monday through Friday from 8:00 A.M. to 6:00 P.M., excluding legal holidays
which are listed on Exhibit B.


                                       14
<PAGE>
         2) Repair, operation, maintenance and management of the Property.

         3) Clean Tenant's Premises Monday through Friday in conformity with
normal first class office standards, excluding legal holidays.

         4) Clean the common areas of the Property Monday through Friday in
conformity with normal first class office standards excluding legal holidays.

         5) Electricity for lights and plugs shall be separately metered and
paid for by the Tenant.

         Landlord reserves the right to interrupt, curtail, stop or suspend the
furnishing of any services and the operation of the plumbing and electric
systems due to an accident or emergency or because of difficulty or inability in
securing supplies or labor, or strikes or any other cause beyond the reasonable
control of the Landlord. There shall be no diminution or abatement of rent or
other compensation due from Tenant to Landlord hereunder, nor shall this Lease
be affected or any of the Tenant's obligations hereunder be reduced, and the
Landlord shall have no responsibility or liability for any such interruption,
curtailment, stoppage, or suspension of services or systems as in this Article 6
provided, except that Landlord shall exercise reasonable diligence to eliminate
the cause of same.

         Landlord also reserves the right, with reasonable advance written
notice to Tenant to interrupt, curtail, stop or suspend the furnishing of any
services to the Building for the purpose of making repairs, alterations,
replacements or improvements which, in the reasonable judgment of the Landlord,
are necessary or desirable to be made.

         4.3 LATE PAYMENT OF RENT. If any installment of rent is paid more than
ten (10) business days after the date the same was due, and if on a prior
occasion in the twelve (12) month period prior to the date such installment was
due an installment of rent was paid more than ten (10)


                                       15
<PAGE>
business days after the same was due, then Tenant shall pay Landlord a late
payment fee equal to five (5%) percent of the overdue payment.

                                    ARTICLE 5

                              LANDLORD'S COVENANTS

5.1 AFFIRMATIVE COVENANTS. Landlord covenants with Tenant:

         5.1.1 HEAT AND AIR-CONDITIONING. To furnish to the Premises, heat and
air-conditioning, reserving the right, at any time, to change energy or heat
sources, (provided that Landlord shall use best efforts not to unreasonably
interfere with Tenant's business or otherwise inconvenience Tenant) sufficient
to maintain the Premises at comfortable temperatures as generally maintained in
comparable office buildings within the geographic area in which the Building is
located (subject to all federal, state and local regulations relating to the
provision of heat).

         5.1.2 ELECTRICITY. To furnish to the Premises, separately metered
electricity for Tenant's Permitted Uses in amounts adequate for general office
purposes. If Tenant shall require electricity in excess of reasonable quantities
for Tenant's Permitted Uses and if (i) in the reasonable judgment of a qualified
electrical engineer, Landlord's facilities are inadequate for such excess
requirements, or (ii) such excess use shall result in an additional burden on
the Building utilities systems and additional cost to Landlord on account
thereof, as the case may be, (a) Tenant shall, upon demand, reimburse Landlord
for such additional cost, as aforesaid, or (b) Landlord, upon written request,
and at the sole cost and expense of Tenant, will furnish and install such
additional wire, conduits, feeders, switchboards and appurtenances as reasonably
may be required to supply such additional requirements of Tenant (if electricity
therefor is then available to Landlord), provided that the same shall be
permitted by applicable laws and insurance regulations and shall not cause
permanent damage or injury to the Building or cause or create a dangerous or
hazardous condition or entail excessive or unreasonable alterations or repairs.


                                       16
<PAGE>
         5.1.3 CLEANING; WATER. To provide cleaning to the Premises in
accordance with cleaning and janitorial standards set forth in Exhibit C; and to
furnish hot and cold water for ordinary cleaning, lavatory and toilet
facilities.

         5.1.4 ELEVATOR; LIGHTING. To furnish elevator service from the lobby
to the Premises; and to provide lighting to public and common areas of the
Building comparable to that supplied to other office buildings within the
geographic area in which the Building is located.

         5.1.5 REPAIRS. Except as otherwise expressly provided herein, to make
such repairs and replacements to the roof, exterior walls, floor slabs and other
structural components of the Building, and to the common areas (including
pavement and parking area lighting), facilities and plumbing, electrical,
heating, ventilating and air-conditioning systems of the Building as may be
necessary to keep them in good repair and condition (exclusive of equipment
installed by Tenant and except for those repairs required to be made by Tenant
pursuant to Section 6.1.3 hereof and repairs or replacements occasioned by any
willful act or negligence of Tenant, its servants, agents, customers,
contractors, employees, invitees, or licensees).

5.2 INTERRUPTION. Landlord shall be under no responsibility or liability for
failure or interruption of any of the above described services, repairs or
replacements caused by breakage, accident, strikes, or for any other causes
beyond the control of the Landlord, except where caused by Landlord's willful
negligence or misconduct and in no event for any indirect or consequential
damages to Tenant; and failure or omission on the part of the Landlord to
furnish any of same for any of the reasons set forth in this paragraph shall not
be construed as an eviction of Tenant, actual or constructive, nor render the
Landlord liable in damages, nor release Tenant from prompt fulfillment of any of
its covenants under this Lease.

5.3 OUTSIDE SERVICES. In the event Tenant wishes to provide outside services for
the Premises over and above those services to be provided


                                       17
<PAGE>
by Landlord as set forth herein, Tenant shall first obtain the prior written
approval of Landlord for the installation and/or utilization of such services,
which approval shall not be unreasonably withheld or delayed. ("Outside
services" shall include, but shall not be limited to, cleaning services,
television, so-called "canned music" services, security services and the like.)
In the event Landlord approves the installation and/or utilization of such
services, such installation and utilization shall be at Tenant's sole cost, risk
and expense. Landlord acknowledges that Tenant, subject to Landlord's approval,
not to be unreasonably withheld, as to the identity of the provider or the
method of installation, shall have the right to have the following within the
Premises: vending, catering, security guard service and security system.

                                    ARTICLE 6

                          TENANT'S ADDITIONAL COVENANTS

6.1 AFFIRMATIVE COVENANTS. Tenant covenants at all times during the Term and for
such further time (prior or subsequent thereto) as Tenant occupies the Premises
or any part thereof:

         6.1.1 PERFORM OBLIGATIONS. To perform promptly all of the obligations
of Tenant set forth in this Lease; and to pay when due the Fixed Rent and
Additional Rent and all charges, rates and other sums which by the terms of this
Lease are to be paid by Tenant.

         6.1.2 REPAIR AND MAINTENANCE. Except as otherwise provided herein, to
maintain the Premises in neat order and condition and to perform all routine and
ordinary repairs to the Premises and to any plumbing, heating, electrical,
ventilating and air-conditioning systems located within the Premises and
installed by Tenant such as are necessary to keep them in good working order,
appearance and condition, as the case may require, reasonable use and wear
thereof and damage by fire or by unavoidable casualty only excepted; to keep all
glass in windows and doors of the Premises (except glass in the exterior walls
of the Building) whole and in good condition with glass of the same quality as
that injured or broken; and to make as and when needed as a


                                       18
<PAGE>
result of misuse by, or neglect of Tenant or Tenant's servants, employees,
agents, invitees or licensees or otherwise, all repairs necessary, which repairs
and replacements shall be in quality and class equal to the original work.
Landlord, upon default of Tenant hereunder and upon prior notice to Tenant, may
elect, at the reasonable expense of Tenant, to perform all such cleaning and
maintenance and to make any such repairs or to repair any damage or injury to
the Building or the Premises caused by moving property of Tenant in or out of
the Building, or by installation or removal of furniture or other property, or
by misuse by, or neglect of Tenant or Tenant's servants, employees, agents,
contractors, customers, patrons, invitees, or licensees.

         6.1.3 COMPLIANCE WITH LAW. The Tenant will not use or occupy, or permit
any portion of the Premises to be used or occupied (a) in violation of any law,
ordinance, order, rule, regulation, certificate of occupancy, or other
governmental requirement, or (b) for any disreputable business or purpose, or
(c) in any manner or for any business or purpose that creates risks of fire or
other hazards, or that would, in any way violate, suspend, void or increase the
rate of fire or liability or any other insurance of any kind at any time carried
by Landlord on the Building in which the Premises are located. The Tenant will
comply with all laws, ordinances, orders, rules, regulations or other
governmental requirements relating to the use, condition or occupancy of the
Premises and all rules, orders, regulations and requirements of the board of
fire underwriters, or other similar body, having jurisdiction over the Building.
The Tenant may defer compliance so long as the validity of any such law,
ordinance, order or regulation shall be contested by Tenant in good faith and by
appropriate legal proceedings, if Tenant first gives Landlord appropriate
assurance or security against any loss, cost or expense on account thereof.
Landlord acknowledges that the Premises are currently free of any violation of
any governmental order or regulation.

         Any increase in the cost of insurance carried by Landlord attributable
to Tenant's activities, property or improvements in the Premises or Tenant's
failure to observe its obligations under this Lease will be payable by Tenant to
Landlord, from time to time, on demand or


                                       19
<PAGE>
on account of or based upon anything whatsoever done on the Premises, except if
the same was caused by the negligence, fault or misconduct of Landlord, its
agents, servants or employees. In respect of all of the foregoing, Tenant shall
indemnify Landlord from and against all costs, expenses (including reasonable
attorneys' fees), and liabilities incurred in or in connection with any such
claim, action or proceeding brought thereon; and, in case of any action or
proceeding brought against Landlord by reason of any such claim, Tenant, upon
notice from Landlord and at Tenant's expense, shall resist or defend such action
or proceeding and employ counsel therefor reasonably satisfactory to Landlord.

         6.1.4 INDEMNIFICATION. To save Landlord harmless, and to exonerate and
indemnify Landlord from and against any and all claims, liabilities or penalties
asserted by or on behalf of any person, firm, corporation or public authority on
account of injury, death, damage or loss to person or property in or upon the
Premises arising out of the use or occupancy of the Premises by Tenant or by any
person claiming by, through or under Tenant (including, without limitation, all
patrons, employees and customers of Tenant), or arising out of any delivery to
or service supplied to the Premises, or on account of or based upon anything
whatsoever done on the Premises, except if the same was caused by the
negligence, fault or misconduct of Landlord, its agents, servants or employees.
In respect of all of the foregoing, Tenant shall indemnify Landlord from and
against all costs, expenses (including reasonable attorneys' fees), and
liabilities incurred in or in connection with any such claim, action or
proceeding brought thereon; and, in case of any action or proceeding brought
against Landlord by reason of any such claim, Tenant, upon notice from Landlord
and at Tenant's expense, shall resist or defend such action or proceeding and
employ counsel therefor reasonably satisfactory to Landlord.

         6.1.5 LANDLORD'S RIGHT TO ENTER. To permit Landlord and its agents to
enter into and examine the Premises, to show the Premises and to make repairs to
the Premises. Except in emergencies, such entry shall be after reasonable notice
to Tenant and at reasonable times.


                                       20




<PAGE>
A

         6.1.6 PERSONAL PROPERTY AT TENANT'S RISK. All of the furnishings,
fixtures, equipment, effects and property of every kind, nature and description
of Tenant and of all persons claiming by, through or under Tenant which, during
the continuance of this Lease or any occupancy of the Premises by Tenant or
anyone claiming under Tenant, may be on the Premises, shall be at the sole risk
and hazard of Tenant and if the whole or any part thereof shall be destroyed or
damaged by fire, water or otherwise, or by the leakage or bursting of water
pipes, steam pipes, or other pipes, by theft or from any other cause, no part of
said loss or damage is to be charged to or to be borne by Landlord, unless
caused by the negligence, fault or misconduct of the Landlord except that
Landlord shall in no event be indemnified or held harmless or exonerated from
any liability to Tenant or to any other person, for any injury, loss, damage or
liability to the extent prohibited by law.

         6.1.7 YIELD UP. At the expiration of the Term or earlier termination of
this Lease: to surrender all keys to the Premises; to remove all of its trade
fixtures and personal property in the Premises; to remove such installations
made by it as Landlord may request (provided that the Landlord notified the
Tenant that such alterations must be removed at the time such alterations were
approved by the Landlord) and all Tenant's signs wherever located; to repair all
damage caused by such removal and to yield up the Premises broom-clean and in
the same good order and repair in which Tenant is obliged to keep and maintain
the Premises by the provisions of this Lease subject to reasonable wear and tear
and damage by fire or other casualty. Any property not so removed after notice
to Tenant shall be deemed abandoned and may be removed and disposed of by
Landlord in such manner as Landlord shall determine and Tenant shall pay
Landlord the reasonable cost and expense incurred by it in effecting such
removal and disposition and in making any incidental repairs and replacements to
the Premises and for use and occupancy during the period after the expiration of
the Term and prior to its performance of its obligations under this subsection
6.1.7. Tenant shall further indemnify Landlord against all loss, cost and damage
resulting from Tenant's failure and delay in surrendering the Premises as above
provided.


                                       21
<PAGE>
         6.1.8 HOLDOVER. If the Tenant remains in the Premises beyond the
expiration or earlier termination of this Lease, such holding over shall be
without right and shall not be deemed to create any tenancy, but the Tenant
shall be a tenant at sufferance only at a daily rate of rent equal to one
hundred fifty (150%) percent times the rent and other charges in effect under
this Lease as of the day prior to the date of expiration of this Lease.

         6.1.9 RULES AND REGULATIONS. To comply with all reasonable Rules and
Regulations of general applicability to all tenants of the Building hereafter
made by Landlord, of which Tenant has been given written notice; Landlord shall
not be liable to Tenant for the failure of other tenants of the Building to
conform to such Rules and Regulations. The Landlord agrees to use reasonable
efforts to see to it that other tenants of the Building conform to such Rules
and Regulations.

         6.1.10 ESTOPPEL CERTIFICATE. Upon not less than fifteen (15) days'
prior written request by Landlord, to execute, acknowledge and deliver to
Landlord a statement in writing certifying that this Lease is unmodified and in
full force and effect and that Tenant has no defenses, offsets or counterclaims
against its obligations to pay the Fixed Rent and Additional Rent and any other
charges and to perform its other covenants under this Lease (or, if there have
been any modifications, that the Lease is in full force and effect as modified
and stating the modifications and, if there are any defenses, offsets or
counterclaims, setting them forth in reasonable detail), and the dates to which
the Fixed Rent and Additional Rent and other charges have been paid. Any such
statement delivered pursuant to this subsection 6.1.10 may be relied upon by any
prospective purchaser or mortgagee of the Premises, or any prospective assignee
of such mortgage. Upon not less than fifteen (15) days' prior written request by
Tenant, Landlord agrees to execute, acknowledge and deliver to Tenant a similar
estoppel certificate, including a statement as to whether Tenant is in default,
in a form reasonably acceptable to Landlord.


                                       22
<PAGE>
6.2 NEGATIVE COVENANTS. Tenant covenants at all times during the Term and such
further time (prior or subsequent thereto) as Tenant occupies the Premises or
any part thereof:

         6.2.1 ASSIGNMENT AND SUBLETTING. Not to assign or sublet all or any
portion of the Premises without the prior written consent of the Landlord which
consent shall not be unreasonably withheld or delayed. In the event Landlord
consents to a subletting or assignment of all or any portion of the Premises, it
shall be a condition of any such subletting or assignment that the sublessee or
assignee agree in writing with Landlord to be bound by each and every term,
covenant and condition contained in this Lease. Furthermore, any such subletting
or assignment shall not relieve Tenant of its obligations under this Lease.
Tenant shall have the right, without Landlord's consent, to assign this Lease to
a subsidiary or to a corporation into which Tenant is merged or consolidated so
long as, on the completion of such merger, consideration, acquisition or
assumption, the successor has a net worth not less than the Tenant's net worth,
immediately prior to such merger, consolidation, acquisition or assumption.

         If for any assignment or sublease consented to by Landlord hereunder
Tenant receives rent or other consideration, either initially or over the Term
of the assignment or sublease in excess of the rent called for hereunder, or in
case of sublease of part, in excess of such rent fairly allocable to the part,
after appropriate adjustments to assure that all other payments called for
hereunder are appropriately taken into account and after deduction for
reasonable expenses of Tenant in connection with the assignment or sublease, to
pay to Landlord as additional rent fifty (50%) percent of the excess of each
such payment of rent or other consideration received by Tenant promptly after
its receipt.

         6.2.2 NUISANCE. Not to injure, deface or otherwise harm the Premises;
nor commit any nuisance; nor permit in the Premises any vending machine (except
such as is used for the sale of merchandise to employees of Tenant) or
inflammable fluids or chemicals (except such as are customarily used in
connection with standard office equipment); nor


                                       23
<PAGE>
permit any cooking to such extent as requires special exhaust venting; nor
permit the emission of any objectionable noise or odor; nor make, allow or
suffer any waste; nor make any use of the Premises which is contrary to any law
or ordinance or which will invalidate any of Landlord's insurance; nor conduct
any auction, fire, "going out of business" or bankruptcy sales.

         6.2.3 HAZARDOUS WASTES AND MATERIALS. Not to dispose of any hazardous
wastes, hazardous materials or oil on the Premises or the Property, or into any
of the plumbing, sewage, or drainage systems thereon, and to indemnify and save
Landlord harmless from all claims, liability, loss or damage arising on account
of the use or disposal by Tenant (or any person claiming by, through or under
Tenant including, without limitation, all customers, employees and suppliers of
Tenant) of hazardous wastes, hazardous materials or oil, including, without
limitation, liability under any federal, state, or local laws, requirements and
regulations, or damage to any of the aforesaid systems. Tenant shall comply with
all governmental reporting requirements with respect to hazardous wastes,
hazardous materials and oil, and shall deliver to Landlord copies of all reports
filed with governmental authorities with respect to same.

         6.2.4 FLOOR LOAD; HEAVY EQUIPMENT. Not to place a load upon any floor
of the Premises exceeding the floor load per square foot area which such floor
was designed to carry and which is allowed by law, which for purposes of this
subsection, is 125 lbs. per square foot. Landlord reserves the right to
prescribe the weight and position of all heavy business machines and equipment,
including safes, which shall be placed so as to distribute the weight. Business
machines and mechanical equipment which cause vibration or noise shall be placed
and maintained by Tenant at Tenant's expense in settings sufficient to absorb
and prevent vibration, noise and annoyance. Tenant shall not move any safe,
heavy machinery, heavy equipment, freight or fixtures into or out of the
Premises except in such manner and at such time as Landlord shall in each
instance authorize.

                                       24
<PAGE>
         6.2.5 INSTALLATION, ALTERATIONS OR ADDITIONS. Not to make any
installations, alterations or additions in, to or on the Premises not to permit
the making of any holes (other than by small nails and screws for hanging
pictures and the like) or for the purpose of running telephone and data
communications wiring in the walls, partitions, ceilings or floors without on
each occasion obtaining the prior written consent of Landlord, and then only
pursuant to plans and specifications approved in writing by Landlord in advance
in each instance; Tenant shall pay promptly when due the entire cost of any work
to the Premises undertaken by Tenant so that the Premises shall at all times be
free of liens for labor and materials, and at Landlord's request Tenant shall
furnish to Landlord a bond or other security acceptable to Landlord assuring
that any work commenced by Tenant will be completed in accordance with the plans
and specifications theretofore approved by Landlord and assuring that the
Premises will remain free of any mechanics' lien or other encumbrance arising
out of such work. In any event, Tenant shall forthwith bond against or discharge
any mechanics' liens or other encumbrances that may arise out of such work.
Tenant shall procure all necessary licenses and permits at Tenant's sole expense
before undertaking such work. All such work shall be done in a good and
workmanlike manner employing materials of good quality and so as to conform with
all applicable zoning, building, fire, health and other codes, regulations,
ordinances and laws. Tenant shall save Landlord harmless and indemnified from
all injury, loss, claims or damage to any person or property occasioned by or
growing out of such work.

         6.2.6 ABANDONMENT. Not to abandon or vacate the Premises during the
Term, except that a temporary cessation of Tenant's business upon the Premises
shall not be considered abandonment or vacation where such cessation is caused
by (i) Tenant's employee vacation policy; (ii) temporary labor or economic
conditions, war or acts of God; or (iii) repairs, renovations or improvements
conducted in accordance with the terms of this Lease.

                                       25
<PAGE>
         6.2.7 SIGNS. No signs or blinds may be put on or in any window by
Tenant or on the Building's facade without the prior written consent of
Landlord. Any signs or lettering in the public corridors or on the doors must be
submitted to Landlord for written approval before installation which shall not
be unreasonably withheld or delayed. Said submissions must be professionally
drawn to scale. Neither Landlord's name, nor the name of the Building shall be
used without Landlord's consent in any advertising material (except on business
stationery or as an address in advertising matter) nor shall any such name, as
aforesaid, be used in any undignified, confusing, detrimental or misleading
manner.

         6.2.8 PARKING AND STORAGE. Tenant, its employees, visitors and guests
shall park in designated areas only and agrees not to store any vehicles on the
Property for more than twenty four (24) hours without permission from the
Landlord. Landlord will provide parking for Tenant and other tenants of the
Building on a first come, first served basis at a ratio of 3.4 parking spaces
per 1,000 rentable square feet of space within the Building without charge to
Tenant.

                                    ARTICLE 7

                            CASUALTY, EMINENT DOMAIN

7.1. TERMINATION. In the event that greater than twenty-five percent (25%) of
the Building or the Lot shall be taken by any public authority or for any public
use or destroyed by the action of any public authority (a "Taking"), then this
Lease may be terminated by either Landlord or Tenant effective on the effective
date of the Taking. In the event that the Premises shall be destroyed or damaged
by fire or casualty (a "Casualty") and, if Landlord's architect, engineer or
contractor shall determine that it will require in excess of one hundred eighty
(180) days from the date of the Casualty to restore the Premises, this Lease may
be terminated by either Landlord or Tenant by notice to the other within thirty
(30) days after the casualty. In the case of a Taking, such election, which may
be made notwithstanding the fact that Landlord's entire interest may have been
divested, shall be made by the giving of notice by Landlord or


                                       26
<PAGE>
Tenant to the other within thirty (30) days after Landlord or Tenant, as the
case may be, shall receive notice of the Taking.

7.2 RESTORATION. In the event of a Taking or a Casualty, if neither Landlord nor
Tenant exercises the election to terminate provided in Section 7.1, this Lease
shall continue in force and a just proportion of the Fixed Rent and other
charges hereunder, according to the nature and extent of the damages sustained
by the Premises, but not in excess of an equitable portion of the net proceeds
of insurance recovered by Landlord under the rental insurance carried pursuant
to Section 4.2.3, shall be abated until the Premises, or what may remain
thereof, shall be put by Landlord in proper condition for use subject to zoning
and building laws or ordinances then in existence, which, unless Landlord or
Tenant has exercised its option to terminate pursuant to Section 7.1, Landlord
covenants to do with reasonable diligence at Landlord's expense. Landlord's
obligations with respect to restoration shall not require Landlord to expend
more than the net proceeds of insurance recovered or damages awarded for such
Casualty or Taking and made available for restoration by Landlord's mortgagees.
"Net proceeds of insurance recovered or damages awarded" refers to the gross
amount of such insurance or damages less the reasonable expenses of Landlord in
connection with the collection of the same, including, without limitation, fees
and expenses for legal and appraisal services.

7.3 AWARD. Irrespective of the form in which recovery may be had by law, all
rights to damages or compensation shall belong to Landlord in all cases. Tenant
hereby grants to Landlord all of Tenant's rights to such damages and
compensation and covenants to deliver such further assignments thereof as
Landlord may from time to time request.

                                    ARTICLE 8

                                    DEFAULTS

8.1. EVENTS OF DEFAULT. (a) If Tenant shall default in the performance of any of
its obligations to pay the Fixed Rent or Additional Rent hereunder and if such
default shall continue for ten (10) days after written notice


                                       27
<PAGE>
from Landlord designating such default or if within thirty (30) days after
written notice from Landlord to Tenant specifying any other default or defaults
Tenant has not commenced diligently to correct the default or defaults so
specified or has not thereafter diligently pursued such correction to
completion, or (b) if any assignment of the Lease shall be made by Tenant or any
guarantor of Tenant for the benefit of creditors, or (c) if Tenant's Leasehold
interest shall be taken on execution, or (d) if a lien or other involuntary
encumbrance is filed against Tenant's Leasehold interest, and is not discharged
within ten (10) days thereafter, or (e) if a petition is filed by Tenant or any
guarantor of Tenant for liquidation, or for reorganization or an arrangement
under any provision of any bankruptcy law or code as then in force and effect,
or (f) if an involuntary petition under any of the provisions of any bankruptcy
law or code is filed against Tenant or any guarantor of Tenant and such
involuntary petition is not dismissed within sixty (60) days thereafter, then,
and in any of such cases, Landlord and the agents and servants of Landlord may,
to the extent permitted by applicable law, in addition to and not in derogation
of any remedies for any preceding breach of covenant, immediately or at any time
thereafter without demand or notice and with or without process of law
(forcibly, if necessary) enter into and upon the Premises or any part thereof in
the name of the whole or mail a notice of termination addressed to Tenant, and
repossess the same as of Landlord's former estate and expel Tenant and those
claiming through or under Tenant and remove its and their effects (forcibly, if
necessary) without being deemed guilty of any manner of trespass and without
prejudice to any remedies which might otherwise be used for arrears of rent or
prior breach of covenant, and upon such entry or mailing as aforesaid this Lease
shall terminate, Tenant hereby waiving all statuary rights to the Premises
(including without limitation rights of redemption, if any, to the extent such
rights may be lawfully waived) and Landlord, without notice to Tenant, may store
Tenant's effects, and those of any person claiming through or under Tenant, at
the expense and risk of Tenant, and, if Landlord so elects, may sell such
effects at public auction or private sale and apply the net proceeds to the
payment of all sums due to Landlord from Tenant, if any, and pay over the
balance, if any, to Tenant.


                                       28
<PAGE>
8.2 REMEDIES. In the event that this Lease is terminated under any of the
provisions contained in Section 8.1 or shall be otherwise terminated for breach
of any obligation of Tenant, Tenant covenants to pay punctually to Landlord all
the sums and to perform all the obligations which Tenant covenants in this Lease
to pay and to perform in the same manner and to the same extent and at the same
time as if this Lease had not been terminated. In calculating the amounts to be
paid by Tenant pursuant to the preceding sentence Tenant shall be credited with
the net proceeds of any rent obtained by Landlord by reletting the Premises,
after deducting all Landlord's reasonable expense in connection with such
reletting, including, without limitation, all repossession costs, brokerage
commissions, fees for legal services and expenses of preparing the Premises for
such reletting (excluding the cost of any buildout incurred for any new tenant),
it being agreed by Tenant that Landlord may (i) relet the Premises or any part
or parts thereof, for a term or terms which may at Landlord's option be equal to
or less than or exceed the period which would otherwise have constituted the
balance of the Term and may grant such concessions and free rent as Landlord in
its sole judgment considers advisable or necessary to relet the same and (ii)
make such alterations, repairs and decorations in the Premises as Landlord in
its sole judgment considers advisable or necessary to relet the same, and no
action of Landlord in accordance with the foregoing or failure to relet or to
collect rent under reletting shall operate or be construed to release or reduce
Tenant's liability as aforesaid. In lieu of the foregoing, Landlord may elect to
recover, and Tenant shall pay forthwith to Landlord, as compensation, the excess
of the total rent reserved for the residue of the Term over the rental value of
the Premises for said residue of the Term discounted at the then discount rate
of the Federal Reserve Bank of Boston. In calculating the rent reserved there
shall be included, in addition to the Fixed Rent and Additional Rent, the value
of all other considerations agreed to be paid or performed by Tenant for said
residue. Landlord agrees to use commercially reasonable efforts to mitigate
damages.

8.3 REMEDIES CUMULATIVE. Any and all rights and remedies which Landlord or
Tenant may have under this Lease, and at law and in equity, shall be cumulative
and shall not be deemed inconsistent with each other,


                                       29
<PAGE>
and any two or more of all such rights and remedies may be exercised at the same
time insofar as permitted by law.

8.4 LANDLORD'S RIGHT TO CURE DEFAULTS. Landlord may, but shall not be obligated
to, cure, at any time, after written notice to Tenant as required by Section
8.1, any default by Tenant under this Lease; and whenever Landlord so elects,
all costs and expenses incurred by Landlord, including reasonable attorneys'
fees, in curing a default shall be paid, as Additional Rent, by Tenant to
Landlord on demand, together with lawful interest thereon from the date of
payment by Landlord to the date of payment by Tenant.

8.5 EFFECT OF WAIVERS OF DEFAULT. Any consent or permission by either party
hereunder to any act or omission which otherwise would be a breach of any
covenant or condition herein, shall not in any way be held or construed (unless
expressly so declared) to operate so as to impair the continuing obligation of
any covenant or condition herein, or otherwise, except as to the specific
instance, operate to permit similar acts or omissions.

8.6 NO WAIVER, ETC. The failure of either party hereunder to seek redress for
violation of, or to insist upon the strict performance of, any covenant or
condition of this Lease shall not be deemed a waiver of such violation nor
prevent a subsequent act, which would have originally constituted a violation.
The receipt by Landlord of rent with knowledge of the breach of any covenant of
this Lease shall not be deemed to have been a waiver of such breach by Landlord.
No consent or waiver, express or implied, by either party hereunder to or of any
breach of any agreement or duty shall be construed as a waiver or consent to or
of any other breach of the same or any other agreement or duty.

8.7 NO ACCORD AND SATISFACTION. No acceptance by Landlord of a lesser sum than
the Fixed Rent, Additional Rent or any other charge then due shall be deemed to
be other than on account of the earliest installment of such rent or charge due,
nor shall any endorsement or statement on any check or any letter accompanying
any check or payment as rent or other charge be deemed an accord and
satisfaction, and Landlord may accept


                                       30
<PAGE>
such check of payment without prejudice to Landlord's right to recover the
balance of such installment or pursue any other remedy in this Lease provided.

                                    ARTICLE 9

                           RIGHTS OF MORTGAGE HOLDERS

9.1 RIGHTS OF MORTGAGE HOLDERS. The word "mortgage" as used herein includes
mortgages, deeds of trust or other similar instruments evidencing other
voluntary liens or encumbrances, and modifications, consolidations, extensions,
renewals, replacements and substitutes thereof. The word "holder" shall mean a
mortgagee; and any subsequent holder or holders of a mortgage. Until the holder
of a mortgage shall enter and take possession of the Property for the purpose of
foreclosure, such holder shall have only such rights of Landlord as are
necessary to preserve the integrity of this Lease as security. Upon entry and
taking possession of the Property for the purpose of foreclosure, such holder
shall have all the rights of Landlord. No such holder of a mortgage shall be
liable either as mortgagee or as assignee, to perform, or be liable in damages
for failure to perform, any of the obligations of Landlord unless and until such
holder shall enter and take possession of the Property for the purpose of
foreclosure. Upon entry for the purpose of foreclosure, such holder shall be
liable to perform all of the obligations of Landlord.

         The covenants and agreements contained in this Lease with respect to
the rights, powers and benefits of a holder of a mortgage (particularly, without
limitation thereby, the covenants and agreements contained in this Section 9.1)
constitute a continuing offer to any person, corporation or other entity, which
by accepting a mortgage subject to this Lease, assumes the obligations herein
set forth with respect to such holder; such holder is hereby constituted a party
of this Lease as an obligee hereunder to the same extent as though its name were
written hereon as such; and such holder shall be entitled to enforce such
provisions in its own name. Tenant agrees on request of Landlord to execute and
deliver from time to time any agreement which may be necessary to implement the
provisions of this Section 9.1.


                                       31
<PAGE>
9.2 LEASE SUPERIOR OR SUBORDINATE TO MORTGAGES. It is agreed that the rights and
interest of Tenant under this Lease shall be (i) subject or subordinate to any
present or future mortgage or mortgages and to any and all advances to be made
thereunder, and to the interest of the holder thereof in the Premises or any
property of which the Premises are a part if Landlord shall elect by notice to
Tenant to subject or subordinate the rights and interest of Tenant under this
Lease to such mortgage or (ii) prior to any present or future mortgage or
mortgages, if Landlord shall elect, by notice to Tenant, to give the rights and
interest of Tenant under this Lease priority to such mortgage; in the event of
either of such elections and upon notification by Landlord to that effect, the
rights and interest of Tenant under this Lease should be deemed to be
subordinate to, or have priority over, as the case may be, said mortgage or
mortgages, irrespective of the time of execution or time of recording of any
such mortgage or mortgages (provided that, in the case of subordination of this
Lease to any future mortgages, the holder thereof agrees (i) to abide by the
terms and conditions of this Lease and (ii) not to disturb the possession of
Tenant so long as Tenant is not in default hereunder). Tenant agrees it will,
upon request of Landlord, execute, acknowledge and deliver any and all
instruments deemed by Landlord necessary or desirable to give effect to or
notice of such subordination or priority. Tenant also agrees that if it shall
fail at any time to execute, acknowledge and deliver any such instrument
requested by Landlord, Landlord may, in addition to any other remedies available
to it, execute, acknowledge and deliver such instrument as the attorney-in-fact
of Tenant and in Tenant's name; and Tenant does hereby make, constitute and
irrevocably appoint Landlord as its attorney-in-fact, coupled with an interest
with full power of substitution, and in its name, place and stead so to do under
this Section 9.2. Any mortgage to which this Lease shall be subordinated may
contain such terms, provisions and conditions as the holder deems usual or
customary.

         At the request of Tenant, Landlord shall use reasonable efforts to
obtain on Tenant's behalf an agreement from any present holder of a mortgage on
the Property that such holder, in exercising any of its rights under such
mortgage, shall not disturb the possession or any other rights


                                       32
<PAGE>
of Tenant under this Lease and that such mortgagee will accept Tenant as Tenant
of the Premises under the terms and conditions of this Lease so long as Tenant
performs its obligations hereunder and agrees to attorn to such mortgagee.

                                   ARTICLE 10

                            MISCELLANEOUS PROVISIONS

10.1 NOTICES FROM ONE PARTY TO THE OTHER. All notices required or permitted
hereunder shall be in writing and addressed, if to the Tenant, at the Original
Notice Address of Tenant or such other address as Tenant shall have last
designated by notice in writing to Landlord, if to Landlord, at the Original
Notice Address of Landlord or such other address as Landlord shall have last
designated by notice in writing to Tenant. Any notice shall be deemed duly given
when mailed to such address postage prepaid, by registered or certified mail,
return receipt requested, or when delivered to such address by hand or by
Federal Express or comparable overnight courier.

10.2 QUIET ENJOYMENT. Landlord agrees that upon Tenant's paying the rent and
performing and observing the agreements, conditions and other provisions on its
part to be performed and observed, Tenant shall and may peaceably and quietly
have, hold and enjoy the Premises during the Term hereof without any manner of
hindrance or molestation from Landlord or anyone claiming under Landlord,
subject, however, to the terms of this Lease.

10.3 LEASE NOT TO BE RECORDED. Tenant agrees that it will not record this Lease.
Both parties shall, upon the request of either, execute and deliver a notice or
short form of this Lease in such form, if any, as may be permitted by applicable
statute.

10.4 LIMITATION OF LANDLORD'S LIABILITY. The term "Landlord" as used in this
Lease so far as covenants or obligations to be performed by Landlord are
concerned, shall be limited to mean and include only the owner or owners at the
time in question of the Property, and in the event of any


                                       33
<PAGE>
transfer or transfers of title to said Property, the Landlord (and in case of
any subsequent transfers or conveyances, the then grantor) shall be concurrently
freed and relieved from and after the date of such transfer or conveyance of all
liability as respects the performance of any covenants or obligations on the
part of the Landlord contained in this Lease thereafter to be performed, it
being intended hereby that the covenants and obligations contained in this Lease
on the part of Landlord, shall, subject as aforesaid, be binding on the
Landlord, its successors and assigns, only during and in respect of their
respective successive periods of ownership of said Leasehold interest or fee, as
the case may be. Notwithstanding the foregoing (1) Landlord shall not be
released from its obligations under this Lease unless the transferee agrees in
writing, for the benefit of the Tenant, to assume Landlord's obligations under
the Lease from and after the date of transfer; and (2) if Landlord assigns its
interest in this Lease as additional security, this assignment shall not release
Landlord from its obligations under this Lease. Tenant, its successors and
assigns, shall not assert nor seek to enforce any claim for breach of this Lease
against any of Landlord's assets other than Landlord's interest in the Property
and in the rents, issues and profits thereof, and Tenant agrees to look solely
to such interest for the satisfaction of any liability or claim against Landlord
under this Lease, it being specifically agreed that in no event whatsoever shall
Landlord (which term shall include, without limitation, any general or limited
partner, trustees, beneficiaries, officers, directors, or stockholders of
Landlord) ever be personally liable for any such liability. Landlord hereby
covenants and represents that it is as of the date of this Lease the sole owner
of the Building and the Property.

14.5 ACTS OF GOD. In any case where either party hereto is required to do any
act, delays caused by or resulting from Acts of God, war, civil commotion, fire,
flood or other casualty, labor difficulties, shortages of labor, materials or
equipment, government regulations, unusually severe weather, or other causes
beyond such party's reasonable control shall not be counted in determining the
time during which work shall be completed, whether such time be designated by a
fixed date, a fixed time or a "reasonable time", and such time shall be deemed
to be extended by the period of such delay.


                                       34
<PAGE>
10.6 LANDLORD'S DEFAULT. Landlord shall not be deemed to be in default in the
performance of any of its obligations hereunder unless it shall fail to perform
such obligations and such failure shall continue for a period of thirty (30)
days or such additional time as is reasonably required to correct any such
default after written notice has been given by Tenant to Landlord specifying the
nature of Landlord's alleged default.

         10.6.1 LANDLORD'S DEFAULT - TENANT'S REMEDY. If Tenant is prevented
from using and does not use, all or part of the Premises as a result of
Landlord's default and, if the default continues for five consecutive business
days after Landlord's receipt of notice from Tenant of the alleged default, the
Fixed Rent and Additional Rent payable under this Lease shall be abated or
reduced from that 5 day period for such time that Tenant continued to be
prevented from using, and does not use, the affected area of the Premises, in
the proportion that the affected area bears to the total rentable area of the
Premises.

10.7 AFTER HOURS AND HOLIDAY HEATING AND AIR CONDITIONING. Heating and air
conditioning can be provided to Tenant during evenings, weekends and holidays
provided that the Landlord receives at least twenty four (24) hours prior
written notice from the Tenant of the need for heat or air conditioning. The
charge for such service is twenty five ($25.00) dollars per hour which amount is
subject to increase as utility costs increase. Any charges for this service
shall be due and payable on the first of the following month.

10.8. APPLICABLE LAW AND CONSTRUCTION. This Lease shall be governed by and
construed in accordance with the laws of the Commonwealth of Massachusetts and,
if any provisions of this Lease shall to any extent be invalid, the remainder of
this Lease shall not be affected thereby. There are no oral or written
agreements between Landlord and Tenant affecting this Lease. This Lease may be
amended, and the provisions hereof may be waived or modified only by instruments
in writing executed by Landlord and Tenant. The titles of the several Articles
and Sections contained herein are for convenience only and shall not be
considered in construing this Lease. Unless repugnant to the context, the words


                                       35
<PAGE>
"Landlord" and "Tenant" appearing in this Lease shall be construed to mean those
named above and their respective heirs, executors, administrators, successors
and assigns, and those claiming through or under them respectively. If there be
more than one tenant the obligations imposed by this Lease upon Tenant shall be
joint and several.

         IN WITNESS WHEREOF, the parties hereby have executed this Indenture of
Lease in multiple copies, each to be considered an original hereof, as a sealed
instrument on the day and year noted in Exhibit I as the Execution Date.

                  LANDLORD: RIVER RIDGE LIMITED PARTNERSHIP By Cornerstone
                  Corporation Managing Agent

                  By /s/ Paul E. Tryder
                     ----------------------
                     Paul E. Tryder
                     President


                  TENANT:   SKILLSOFT CORPORATION


                  By /s/ Thomas J. McDonald
                     ----------------------


                                       36
<PAGE>
                                                                       EXHIBIT A

                        [FIRST FLOOR PLAN APPEARS HERE]

                                First Floor Plan

                             100 River Ridge Drive

                             Norwood, Massachusetts

                        [RIVER RIDGE LOGO APPEARS HERE]

<PAGE>
                                   EXHIBIT B

                   HOLIDAY SCHEDULE FOR 100 RIVER RIDGE DRIVE


  MONTH                                           HOLIDAY

January                                      New Years Day

February                                     Presidents' Day

April                                        Patriot's Day

May                                          Memorial Day

July                                         Independence Day

September                                    Labor Day

October                                      Columbus Day

November                                     Thanksgiving Day

December                                     Christmas Day


No heating, air conditioning or janitorial service will be provided on these
days.
<PAGE>
                                   EXHIBIT 6

                   SPECIFICATIONS FOR CORNERSTONE CORPORATION

            JANITORIAL SERVICE SCHEDULE FOR   100 River Ridge Drive

Area Serviced:  Lobbies, Entranceways and Common Areas

<Table>
<Caption>
Service 5 days a week, Monday thru Friday   Daily  Weekly  Monthly   Semi   Annual
                                                                    Annual
------------------------------------------------------------------------------------------
<S>                                         <C>    <C>     <C>      <C>     <C>     <C>
Empty all trash receptacles and remove
collected waste to dumpster. Replace
plastic liners as needed. Damp wipe all      X
exterior surfaces of containers. Liners
to be provided by customer
------------------------------------------------------------------------------------------
Remove by sifting, all cigarette ashes
and butts from sand urns. Replace
discolored sand as necessary. Damp wipe      X
all exterior surfaces on containers.
------------------------------------------------------------------------------------------
Spot clean by damp wiping, fingerprints
smears and smudges on walls, doors,          X
frames, kick and push plates, handles,
light switches, elevator call and
directory plates, glass partitions,
entry doors and building directories.
------------------------------------------------------------------------------------------
Dust and damp wipe as required, all
horizontal and vertical surfaces of
furniture.                                   X
------------------------------------------------------------------------------------------
Clean both sides of all door glass and
damp wipe door frames and handles.           X
------------------------------------------------------------------------------------------
Dust mop all hard floor surfaces.            X
------------------------------------------------------------------------------------------
Clean interior glass walls.                  X
------------------------------------------------------------------------------------------
Clean and sanitize all drinking fountains.   X
------------------------------------------------------------------------------------------
Wash and rinse all hard floor surfaces       X
------------------------------------------------------------------------------------------
Vacuumed Daily                               X
------------------------------------------------------------------------------------------
</Table>
<PAGE>
                   SPECIFICATIONS FOR CORNERSTONE CORPORATION

            JANITORIAL SERVICE SCHEDULE FOR   100 River Ridge Drive

Area Serviced:  Elevator

<Table>
<Caption>
Service 5 days a week, Monday thru Friday   Daily  Weekly  Monthly   Semi   Annual
                                                                    Annual
------------------------------------------------------------------------------------------
<S>                                         <C>    <C>     <C>      <C>     <C>     <C>
Wipe clean all metal surfaces of elevator    X
doors and interior panels
------------------------------------------------------------------------------------------
Vacuum clean and polish as necessary,
elevator doors and tracks                    X
------------------------------------------------------------------------------------------
Vacuum clean carpeted floor surfaces in
elevators. Inspect for spots and stains,
and other foreign matter, and remove where   X
possible.
------------------------------------------------------------------------------------------
</Table>
<PAGE>
                   SPECIFICATIONS FOR CORNERSTONE CORPORATION

            JANITORIAL SERVICE SCHEDULE FOR   100 River Ridge Drive

Area Serviced:  General Office Areas

<Table>
<Caption>
Service 5 days a week, Monday thru Friday   Daily  Weekly  Monthly   Semi   Annual
                                                                    Annual
------------------------------------------------------------------------------------------
<S>                                         <C>    <C>     <C>      <C>     <C>     <C>
Empty all trash receptacles and remove
collected waste to dumpster. Replace
plastic liners as needed. Damp wipe all      X
exterior surfaces of containers.
------------------------------------------------------------------------------------------
Empty all recycling containers and remove
collected material to recycling dumpster.           X
------------------------------------------------------------------------------------------
Clean and sanitize all drinking fountains,
using a germicidal detergent solution.       X
Clean all exposed metal surfaces.
------------------------------------------------------------------------------------------
Dust and spot clean, all horizontal
surfaces of counter tops, desks, chairs,
tables, office equipment, lights, window     X
ledges, and heating units, partitions and
filing cabinets.
------------------------------------------------------------------------------------------
Spot clean by damp wiping fingerprints,
smears and smudges on walls, partitions,
doors, door frames, and light switches.      X
------------------------------------------------------------------------------------------
Vacuum clean all traffic lanes and           X
obviously soiled carpeted areas.
------------------------------------------------------------------------------------------
Vacuum clean all exposed carpeted floor
surfaces, including edges, corners and       X
under easily moved furniture. Inspect
carpet for spots and stains, and remove
where possible.
------------------------------------------------------------------------------------------
Dust mop hard floor surfaces and damp mop    X
any spills or stains.
------------------------------------------------------------------------------------------
Damp mop and spray buff all hard floor
surfaced flooring.                                  X
------------------------------------------------------------------------------------------
</Table>
<PAGE>
                   SPECIFICATIONS FOR CONERSTONE CORPORATION

     JANITORIAL SERVICE SCHEDULE FOR 100 River Ridge Drive

Areas Serviced: Executive Office Area, Conference rooms
                and Training Rooms

<Table>
<Caption>
                                                                            Semi
Service 5 days a week Monday thru Friday     Daily     Weekly    Monthly   Annual    Annual
-------------------------------------------------------------------------------------------
<S>                                          <C>       <C>       <C>       <C>       <C>
Empty all trash receptacle and remove
collected waste to dumpster. Replace
plastic liners as needed. Damp wipe all
exterior surfaces of containers.              X
-------------------------------------------------------------------------------------------
Empty all recycling containers and remove
collected materials to recycling dumpster                X
-------------------------------------------------------------------------------------------
Dust and spot clean all horizontal surfaces
of counter tops, desks, chairs, tables,
office equipment, window ledges and heating
units, partitions and filing cabinets,
polish as needed.                             X
-------------------------------------------------------------------------------------------
Spot clean by damp wiping fingerprints,
smears and smudges on walls, partitions,
doors, door frames, and light switches.        X
-------------------------------------------------------------------------------------------
Dust all pictures, charts and similar
wall hangings.                                           X
-------------------------------------------------------------------------------------------
Damp wipe all telephones.                                X
-------------------------------------------------------------------------------------------
Vacuum clean all exposed carpeted floor
surfaces, including edges, corners, and
under easily moved furniture. Inspect
carpet for spots and stains and remove
possible.                                     X
-------------------------------------------------------------------------------------------
Hand brush or vacuum clean all upholstered
furniture as needed.                                               X
-------------------------------------------------------------------------------------------
Clean all interior glass                      X
-------------------------------------------------------------------------------------------
Empty and damp wipe all ash trays,
removing all visible signs of tar and
ash haze.                                     X
-------------------------------------------------------------------------------------------
Clean and sanitize all drinking fountains
using a germicidal detergent solution.
Clean all exposed metal surfaces.             X
-------------------------------------------------------------------------------------------
</Table>
<PAGE>
                   SPECIFICATIONS FOR CONERSTONE CORPORATION

     JANITORIAL SERVICE SCHEDULE FOR 100 River Ridge Drive

Areas Serviced: Restrooms & Locker Areas

<Table>
<Caption>
                                                                            Semi
Service 5 days a week Monday thru Friday     Daily     Weekly    Monthly   Annual    Annual
-------------------------------------------------------------------------------------------
<S>                                          <C>       <C>       <C>       <C>       <C>
Clean and polish all chrome fittings and
brightwork, including shelves, flushometers,
and metal dispensers.                         X
-------------------------------------------------------------------------------------------
Clean, sanitize and polish all vitreous
fixtures including: toilet bowls, urinals,
and sinks using a germicidal detergent
solution.                                     X
-------------------------------------------------------------------------------------------
Clean and sanitize both sides of all toilet
seats with a germicidal solution.             X
-------------------------------------------------------------------------------------------
Clean and polish all mirror and glass.        X
-------------------------------------------------------------------------------------------
Dust and spot clean all toilet partitions,
tile walls, and receptacles.                   X
-------------------------------------------------------------------------------------------
Remove spots and splashes from urinal wall
partitions.                                   X
-------------------------------------------------------------------------------------------
Wash and sanitize all partitions, tile
walls and enamel surfaces.                                          X
-------------------------------------------------------------------------------------------
Empty all refuse containers, inserting
liner as needed.                              X
-------------------------------------------------------------------------------------------
Refill all dispensers including sanitary
napkins, soap, toilet tissue, paper
towels, cups, etc.                            X
-------------------------------------------------------------------------------------------
Wash and sanitize exterior of all
containers                                    X
-------------------------------------------------------------------------------------------
Dust mop or sweep floors thoroughly: wash
and rinse using a germicidal detergent
solution Spray buff when applicable.          X
-------------------------------------------------------------------------------------------
Machine scrub and rinse all floor surfaces.              X
-------------------------------------------------------------------------------------------
Dust all exposed surfaces of lockers and
fully clean all showers using a germicidal
detergent solution.                           X
-------------------------------------------------------------------------------------------
Dust or vacuum clean ceiling diffusers.                            X
-------------------------------------------------------------------------------------------
</Table>
<PAGE>
                   SPECIFICATIONS FOR CORNERSTONE CORPORATION

JANITORIAL SERVICE SCHEDULE FOR 100 River Ridge Drive

Areas Serviced: Communicating Stairways

<Table>
<Caption>
                                                                       Semi
Service 5 days a week Monday thru Friday   Daily   Weekly   Monthly   Annual   Annual
----------------------------------------   -----   ------   -------   ------   ------
<S>                                        <C>     <C>      <C>       <C>      <C>
Sweep stairs and dust handrails.             X

Wash stairwells.                             X
</Table>
<PAGE>
                   SPECIFICATIONS FOR CORNERSTONE CORPORATION

JANITORIAL SERVICE SCHEDULE FOR 100 River Ridge Drive

Areas Serviced: Computer Rooms

<Table>
<Caption>
                                                                       Semi
Service 5 days a week Monday thru Friday   Daily   Weekly   Monthly   Annual   Annual
----------------------------------------   -----   ------   -------   ------   ------
<S>                                        <C>     <C>      <C>       <C>      <C>
Empty all trash receptacles and remove       X
collected waste to dumpster. Replace
plastic liners as needed.

Dust mop hard floor surfaces and damp        X
mop any spills or stains.
</Table>
<PAGE>
                   SPECIFICATIONS FOR CORNERSTONE CORPORATION

JANITORIAL SERVICE SCHEDULE FOR 100 River Ridge Drive

Areas Serviced: Kitchenettes

<Table>
<Caption>
                                                                       Semi
Service 5 days a week Monday thru Friday   Daily   Weekly   Monthly   Annual   Annual
----------------------------------------   -----   ------   -------   ------   ------
<S>                                        <C>     <C>      <C>       <C>      <C>
Empty all trash receptacles, and remove      X
trash to dumpster. Remove and replace
plastic liner and wash exterior surfaces
of container with a germicidal detergent
solution.

Wash interior of trash receptacles, using             X
a germicidal solution.

Dust and damp wipe all counter tops,         X
removing all visible stains and spills.

Brush clean and spot clean as needed all     X
cafeteria chairs.

Damp wipe all cafeteria and lunch room       X
tables.

Damp wipe all appliances, removing all       X
signs of spillage and stains.

Dust mop hard surface floors, and damp
mop and rinse, removing spots and stains.    X

Damp mop and spray buff hard surface                  X
floors, maintaining a high gloss shine.

Clean all vending machines.                  X

Refill paper towel dispensers.               X

Dump coffee pots and rinse.                  X
</Table>
<PAGE>
                   SPECIFICATIONS FOR CORNERSTONE CORPORATION

JANITORIAL SERVICE SCHEDULE FOR 100 River Ridge Drive

Areas Serviced: Emergency Stairway

Frequency Five days per week Monday through Friday

<Table>
<Caption>
                                                                       Semi
Service                                    Daily   Weekly   Monthly   Annual   Annual
----------------------------------------   -----   ------   -------   ------   ------
<S>                                        <C>     <C>      <C>       <C>      <C>
Police for litter.                                     X

Sweep stairs and dust handrails.                              2X
</Table>
<PAGE>
                                   EXHIBIT D

                             RULES AND REGULATIONS

     1. The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors or halls shall not be obstructed or encumbered by any
tenant or used for any purpose other than ingress and egress to and from the
Premises.

     2. No awnings or other projections shall be attached to the outside walls
of the building without the prior written consent of Landlord, which shall not
be unreasonably withheld or delayed. No curtains, blinds, shades, screens or
plants shall be attached to or hung in, or used in connection with, any window
or door of the Premises without the prior written consent of Landlord, which
shall not be unreasonably withheld or delayed. Such awnings, projections,
curtains, plants, blinds, shades, screens or other fixtures must be of a
quality, type, design and color, and attached in the manner approved by
Landlord.

     3. A building directory listing Tenant's name and location will be
maintained in the main lobby of the Building by and at the expense of Landlord
and the number of such listings shall be at the discretion of Landlord. No
sign, advertisement, notice or other lettering shall be exhibited, inscribed,
painted or affixed by any Tenant on any part of the outside of the Premises or
the Building or so as to be visible from outside the Building. No sign,
advertisement, notice or other lettering shall be exhibited, inscribed, painted
or affixed by any Tenant on any part of the inside of the Premises or the
Building without the prior written consent of Landlord which shall not be
unreasonably withheld or delayed. In the event of the violation of the
foregoing by any Tenant, Landlord may remove same without any liability, and
may charge the expense incurred by such removal to the Tenant or Tenants
violating this rule. Interior signs on doors and directory tablet shall be
inscribed, painted or affixed for each Tenant, at each Tenant's expense, and
shall be of a size, color and style acceptable to Landlord.

     4. The sashes, sash doors, skylights, windows and doors that reflect or
admit light and air into the halls, passageways or other public places in the
Building shall not be covered or obstructed by any Tenant, nor shall any
bottles, parcels or other articles be placed on the windowsills.

     5. No show cases or other articles shall be put in front of, or affixed to
any part of the exterior of the Building, nor placed in the lobby, halls,
corridors, vestibules or fire escapes, stairways or mechanical rooms.

     6. The water and wash closets and other plumbing fixtures shall

<PAGE>
not be used for any purpose other than those for which they were constructed,
and no sweepings, rubbish, rags or other substance shall be thrown therein. All
damages resulting from any misuses of the fixtures shall be borne by the Tenant
who, or whose servants, employees, agents, visitors or licensees, shall have
caused the same.

7.   Tenant shall not mark, paint, drill into, or in any way deface any part of
the Premises or the Building of which they form a part, except in connection
with hanging artwork, furnishings or decorations. No boring, cutting or
stringing of wires shall be permitted, except with the prior written consent of
Landlord, and as Landlord may direct. Tenant shall not lay linoleum, or other
similar floor covering, so that the same shall come in contact with the floor
of the Premises, and, if linoleum or other similar floor covering is desired to
be used, an interlining of builder's deadening felt shall be first affixed to
the floor by a paste or other material, soluble in water, the use of cement or
other similar adhesive material being expressly prohibited.

8.   No bicycles, vehicles or animals of any kind shall be brought in or kept
about the premises, and no cooking shall be done or permitted by Tenant on the
premises except for preparation of beverages and heating foods and liquids in a
microwave oven. Tenant shall not cause or permit any unusual or objectionable
odors to be produced upon or permeate from the Premises.

9.   No space in the Building, except as provided in individual leases, shall be
used for manufacturing, for the storage of merchandise or for the sale of
merchandise, goods or property of any kind at auction.

10.  Tenant shall not make, or permit to be made, any unseemly or disturbing
noises or disturb or interfere with occupants of this or neighboring buildings
or premises or those having business with them whether by the use of any
musical instrument, radio, talking machine, unmusical noise, whistling,
singing, or in any other way. Tenant shall not throw anything out of doors,
windows, skylights or down the passage ways.

11.  Tenant, including any of Tenant's servants, employees, agents, visitors,
or licensees, shall not at any time bring or keep upon the Premises any
inflammable, combustible or explosive fluid, chemical or substance, except to
those normally used or kept in business offices.
<PAGE>
     12.  No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by Tenant, nor shall any changes be made in existing locks
or the mechanism thereof without the prior written consent of Landlord, which
consent shall not be unreasonably withheld or delayed. Tenant must, upon the
termination of its tenancy, restore to Landlord all keys (properly labeled) of
stores, offices and toilet rooms, either furnished to, or otherwise procured by
Tenant and in the event of the loss of any keys, so furnished, Tenant shall pay
Landlord the cost thereof. In the event any locks are inoperable upon the
termination of the tenancy, the Tenant shall pay for repair thereof unless
caused by Landlord's negligence.

     13.  All removals, or the carrying in or out of any safes, freight,
furniture or bulky matter of any description must take place during the hours
which Landlord or its agents may reasonably determine from time to time; and in
the event Landlord incurs any expenses, including costs for overtime wages for
building personnel, in connection with said removals or carrying in or out, said
expenses shall be paid by Tenant. Landlord reserves the right to inspect all
freight to be brought into the building and to exclude from the building all
freight which violates any of these Rules and Regulations or the lease of which
these Rules and Regulations are a part.

     14.  Tenant shall not occupy or permit any portion of the Premises demised
to him to be occupied for the possession, storage, manufacture or sale of
liquor, or of any illegal or hazardous substance except for those normally used
or kept in business offices.

     15.  Landlord shall have the right to prohibit any advertising by any
Tenant which, in Landlord's reasonable opinion, tends to impair the reputation
of the Building or its desirability as a building for offices, and upon written
notice from Landlord, Tenant shall refrain from or discontinue such advertising.
Tenant shall not use the name of the Building or its owner in any advertising
without the express consent in writing of Landlord.

     16.  Tenant shall not install or permit the installation or use of any
machines dispensing goods for sale, including without limitation foods,
beverages, cigarettes or cigars. No food or beverage shall be carried in the
public halls and elevators of the Building except in closed containers.

     17.  The Premises shall not be used for lodging or sleeping or for any
immoral or illegal purpose.


<PAGE>
     18.  Canvassing, soliciting and peddling in the Building is prohibited and
each Tenant shall cooperate to prevent the same by notifying Landlord. Landlord
reserves the right to inspect any parcel or package being removed from the
Building by Tenant, its employees, representatives and business invitees.

     19.  There shall not be used in any space or in the public halls of the
Building, either by a Tenant or by jobbers or others in the delivery of or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and side guards.