<PAGE>   1
                                                                   Exhibit 10.16


                                                                        ORIGINAL


                                  OFFICE LEASE

                                 BY AND BETWEEN
                           G & W INVESTMENT PARTNERS
                  A NINI KUMIA FORMED UNDER THE LAWS OF JAPAN,

                                   LANDLORD,

                                      AND

                                 TIMELINE, INC.
                           A WASHINGTON CORPORATION,

                                     TENANT



<PAGE>   2



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
         SECTION
         PAGE
         NUMBER                                               TITLE                                    NUMBER


         <S>                   <C>                                                                     <C>
         SECTION I.            TERMS AND DEFINITIONS......................................................1

         SECTION II.           PROPERTY LEASED............................................................2

                               A.   Premises..............................................................2
                               B.   Common Areas..........................................................2
                               C.   Minor Variations In Area..............................................2
                               D.   Substitution of Space.................................................2

         SECTION III.          COMMENCEMENT OF TERM AND POSSESSION OF PREMISES............................3

                               A.   Lease Commencement Date...............................................3
                               B.   Completion of Tenant Improvements
                                    And Possession of Premises............................................3
                               C.   Extension of Lease Commencement Date..................................3
                               D.   Acceptance and Suitability............................................3

         SECTION VIII.         USE OF PREMISES............................................................8

                               A.   Monthly Rental........................................................4
                               B.   Consumer Price Index Increases
                                    (Intentionally Deleted)...............................................4
                               C.   Additional Rent.......................................................5

         SECTION V.            REIMBURSEMENT OF COMMON EXPENSES...........................................5

                               A.   Definitions...........................................................5
                               B.   Reimbursement.........................................................6
                               C.   Rebate of Excess Charges or
                                    Payment of Additional Charges.........................................7
                               D.   Control of Common Areas...............................................7

         SECTION VI.           SECURITY DEPOSIT
                               (Intentionally Deleted)....................................................7

         SECTION VII.          TENANT'S TAXES.............................................................8

         SECTION VIII.         USE OF PREMISES............................................................8

                               A.   Permitted Uses........................................................8
                               B.   Compliance with Laws..................................................8
                               C.   Hazardous Materials...................................................9
                               D.   Landlord's Rules and Regulations.....................................10

         SECTION IX.           SERVICE AND UTILITIES    .................................................10

                               A.   Standard Building Services and Reimbursement by Tenant   ............10
</TABLE>
<PAGE>   3
<TABLE>
         <S>                   <C>                                                                     <C>
                               B.   Limitation on Landlord's Obligations ................................11
                               C.   Excess Service.......................................................11
                               D.   Security Services....................................................11

         SECTION X             MAINTENANCE AND REPAIRS...................................................12

                               A.   Landlord's Obligation................................................12
                               B.   Tenant's Obligations.................................................12
                               C.   Landlord's Right to Make Repairs.....................................12
                               D.   Condition of Premises Upon Surrender.................................13

         SECTION XI            ENTRY BY LANDLORD.........................................................13

         SECTION XII.          ALTERATIONS, ADDITIONS AND TRADE FIXTURES.................................14

         SECTION XIII.         MECHANIC'S LIENS..........................................................15

         SECTION XIV.          INSURANCE.................................................................15

                               A.   Tenant ..............................................................15
                               B.   Landlord  ...........................................................16

         SECTION XV            INDEMNITY ................................................................16

                               A.   Tenant...............................................................16
                               B.   Landlord.............................................................16
                               C.   Limitation on Recovery for Property Damage...........................17
                               D.   Limitation on Landlord's Liability;
                                    Release of Trustees, officers and
                                    Partners of Landlord.................................................17

         SECTION XVI.          ASSIGNMENT AND SUBLETTING BY TENANT.......................................17

         SECTION XVII.         TRANSFER OF LANDLORD'S INTEREST...........................................20

         SECTION XVIII.        DAMAGE AND DESTRUCTION....................................................20

                               A.   Minor Insured Damage.................................................20
                               B.   Major or Uninsured Damage............................................20
                               C.   Abatement of Rent....................................................21

         SECTION XIX.          CONDEMNATION..............................................................21

                               A.   Total or Partial Taking..............................................21
                               B.   Award................................................................22
                               C.   Abatement in Rent....................................................22
                               D.   Temporary Taking.....................................................22
                               E.   Transfer of Landlord's Interest to Condemn   ........................23

         SECTION XX.           DEFAULT...................................................................23

                               A.   Tenant's Default.....................................................23
                               B.   Remedies.............................................................24
</TABLE>
<PAGE>   4
<TABLE>
         <S>                   <C>                                                                     <C>
         SECTION XXI.          LATE PAYMENTS/INTEREST AND LATE CHARGES...................................25

                               A.   Interest.............................................................25
                               B.   Late Charges.........................................................26
                               C.   Consecutive Late Payment of Rent.....................................26
                               D.   No Waiver............................................................26

         SECTION XXII.         LIEN FOR RENT
                               (Intentionally Deleted)...................................................26

         SECTION XXIII.        HOLDING OVER..............................................................27

         SECTION XXIV.         ATTORNEYS' FEES...........................................................27

         SECTION XXV.          MORTGAGEE PROTECTION......................................................27

                               A.   Subordination; Nondisturbance........................................27
                               B.   Attornment...........................................................28

         SECTION XXVI          ESTOPPPEL CERTIFICATE/FINANCIAL STATEMENTS................................28

                               A.   Estoppel Certificate.................................................28
                               B.   Furnishing of Financial Statements...................................29

         SECTION XXVIII.       PARKING...................................................................29

         SECTION XXVIII        SIGNS; NAME OF BUILDING...................................................30

         SECTION XXX.          BROKERS AND AGENTS........................................................30

         SECTION XXXI.         NOTICES...................................................................31

         SECTION XXXII.        NOTICE AND CURE TO LANDLORD AND MORTGAGEE.................................31

         SECTION XXXIII.       GENERAL...................................................................31

                               A.   Paragraph Headings...................................................31
                               B.   Incorporation of Prior Agreements; Amendments........................31
                               C.   Waiver...............................................................32
                               D.   Short Form or Memorandum of Lease....................................32
                               E.   Time of Essence......................................................32
                               F.   Examination of Lease.................................................32
                               G.   Severability.........................................................32
                               H.   Surrender of Lease Not Merger........................................32
                               I.   Corporate Authority..................................................32
                               J.   Governing Law........................................................33
                               K.   Force Majeure........................................................33
                               L.   Use of Language......................................................33
                               M.   Successors...........................................................33
                               N.   No Reduction of Rental...............................................33
                               0.   No Partnership.......................................................33
                               P.   Exhibits.............................................................33
                               Q.   Survival of Indemnities..............................................33
</TABLE>


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<TABLE>
         <S>                   <C>                                                                     <C>
         SECTION XXXIV.        EXECUTION.................................................................34

         EXHIBIT "A"           SITE PLAN FOR THE PROJECT.................................................35

         EXHIBIT "B"           FLOOR PLAN FOR THE PROJECT................................................36

         EXHIBIT "C"           CONSTRUCTION WORK LETTER..................................................37

         EXHIBIT "D"           RENT SCHEDULE.............................................................38

         EXHIBIT "E"           RULES AND REGULATIONS
                               ATTACHED TO AND MADE A PART OF THE LEASE..................................39

         EXHIBIT "F"           AMENDMENT OF LEASE COMMENCEMENT DATE......................................43

         FIRST ADDENDUM TO LEASE.........................................................................44
</TABLE>



<PAGE>   6
                                  OFFICE LEASE

THIS LEASE is entered into by and between Landlord and Tenant effective as of
this day 8th day of September, 1995 ("Effective Date").


SECTION I. TERMS AND DEFINITIONS

The following terms as used herein shall have the meanings as set forth below:

A.    "Landlord" means G&W INVESTMENT PARTNERS, a nini kumia formed under the
      laws of Japan, and its successors and assigns.

B.    "Tenant" means TIMELINE, INC., a Washington Corporation

C.    "Building" means the building in which the Premises are located, which
      Building has approximately 41,941 net rentable square feet and is located
      at 3055 - 112th Avenue NE in the City of Bellevue, Washington.

D.    "Project" means the Corporate Campus East - Buildings A. 3 & C located in
      the City of Bellevue, Washington, in which Project the Building is located
      as shown on the site plan attached hereto as Exhibit A.

E.    "Premises" means suite(s) #106, #107 and #109 located on the first floor
      of the Building and consisting of approximately seventeen thousand
      twenty-five (17,025) net rentable square feet, as more particularly shown
      on Exhibit B attached hereto and incorporated herein by this reference.

F.    "Term" means five (5) years + 5 months.

G.    "Lease Commencement Date" means October 1, 1995; provided, however, that
      if the Lease Commencement Date stated in this subsection is extended
      pursuant to Section III. C. below, Landlord and Tenant shall execute and
      attach hereto as a new Exhibit F, an Amendment of Lease Commencement Date,
      in form of that attached hereto as Exhibit F, which shall specify such
      amended Lease Commencement Date and, if applicable, an amended Expiration
      Date.

H.    "Expiration Date" means February 28, 2001 unless amended as provided in an
      Amendment of Lease Commencement Date executed as provided above.

I.    "Monthly Rental" means the amounts specified in Section IV below and in
      the Rent Schedule attached hereto as Exhibit D and incorporated herein,
      subject to adjustments as set forth in Section IV. B. below.

J.    "Base Operating Expense" means the actual amount for the fiscal year 1992,
      which runs from October 1, 1991 to September 30, 1992, (as defined in
      Section V below) which shall be paid by Landlord and not Tenant. Effective
      March 1, 1996 "Base operating Expense" means the actual amount for the
      calendar year 1996 (as defined in Section V below) which shall be paid by
      Landlord and not Tenant.

K.    "Security Deposit" means Dollars ($0,00).

L.    "Permitted Use" means General Office Use

M.    "Broker" means CB Commercial Real Estate Group, Inc.
<PAGE>   7

N.    "Landlord's Address for Notice" means Spectrum/RPS - 3055 112th Avenue NE,
      Suite 211, Bellevue, Washington, with copy to: Asset Management, MONY
      Realty Partners, 7600 East Eastman Avenue, Suite 300, Denver, Colorado
      80231.

O.    "Tenant's Address for Notice" means 3055 - 112th Avenue NE, Suite 106,
      Bellevue, Washington.

P.    "Tenant's Proportionate Share,, for Tenant's reimbursement of Common
      Operating Costs and other expenses to be pro-rated hereunder means 41% of
      the 3055 112th Avenue NE Building including the Building's share of any
      costs which is the quotient obtained by dividing the total number of
      square feet of net rentable floor area within the Premises into the total
      number of square feet of net rentable floor area in the Building.

Q.    "Tenant's Parking Spaces" means sixty two (62) total parking spaces
      located in such areas of the Project as landlord determines and divided as
      follows: fifteen (15) covered and forty-seven (47) non-covered or surface.
      The non-covered or surface parking spaces shall be non-exclusive, and
      unassigned. The covered parking spaces shall be exclusive and assigned.

R.    "Monthly Parking Rent" means fifteen dollars ($15) per month, per stall
      payable by Tenant for Tenant's fifteen (15) covered parking spaces. Such
      Monthly Parking Rent shall be considered Additional Rent and shall be due
      and payable without notice or demand, on or before the first day of each
      calendar month. The Monthly Parking Rent per stall is subject to change
      from time to time. Landlord shall provide Tenant a 30 day notice of any
      change in Monthly Parking Rent.


SECTION II.  PROPERTY LEASED

A.    Premises

      Upon and subject to the terms, covenants and conditions hereinafter set
      forth, Landlord hereby leases to Tenant, and Tenant hereby leases from
      Landlord, the Premises.

B.    Common Areas

      Subject to the terms, covenants and conditions of this Lease, Tenant shall
      have the right, for the benefit of Tenant and its employees, suppliers,
      shippers, customers and invitees, to the non-exclusive use of all of the
      Common Areas as hereinafter defined.

C.    Minor Variations In Area

      The area of the Premises contained in Section I. is agreed to be the area
      of the Premises regardless of minor variations resulting from construction
      or remodeling of the Building and/or tenant improvements.

D.    Substitution of Space (Intentionally Deleted)


SECTION III.  COMMENCEMENT OF TERM AND POSSESSION OF PREMISES

A.    Lease Commencement Date

      The Term of the Lease shall commence on the Lease Commencement Date (as
      extended only pursuant to Section III. C. below, if applicable), and shall
      continue, subject to earlier termination as provided herein, until the
      Expiration Date (as extended only pursuant to subsection C. below).

B.    Completion of Tenant Improvements and Possession of Premises


<PAGE>   8

      Upon execution of this Lease by the parties, Landlord shall proceed to
      complete the tenant improvements in the Premises described as "Landlord's
      Work" in the "Construction Work Letter" attached hereto and incorporated
      herein as Exhibit C. At the time such work has been substantially
      completed in accordance with the Construction Work Letter, except for
      minor decorative or other "punch list" items as contemplated in subsection
      D. below, and the Premises has been approved for occupancy under the
      applicable building code (which together shall constitute "Substantial
      Completion" hereunder), Landlord shall notify Tenant thereof and Tenant
      shall take possession of the Premises on the Lease Commencement Date. In
      the event permission is given to Tenant to enter or occupy all or a
      portion of the Premises prior to the Lease Commencement Date, such
      occupancy shall be subject to all of the terms and conditions of this
      Lease. All tenant improvements constructed in the Premises, whether by
      Landlord or by (or on behalf of) Tenant and whether at Landlord's or
      Tenant's expense, shall become part of the Premises and shall be and
      remain the property of Landlord unless Landlord specifically agrees
      otherwise in writing.

C.    Extension of Lease Commencement Date

      If the Premises are not Substantially Completed on the original Lease
      Commencement Date specified in Section I. due to one or more delays caused
      by Landlord or caused by matters beyond the control of Landlord, this
      Lease and the obligations of Landlord and Tenant hereunder shall
      nevertheless continue in full force and effect. However, in such event
      Landlord and Tenant shall agree on an amendment of the original Lease
      Commencement Date to reflect such delay or delays and shall, in each
      instance, execute and attach hereto an amendment in the form of that
      attached as Exhibit F hereto stating such amended Lease Commencement Date
      and, if applicable, an amended Expiration Date and no rental shall be
      payable by Tenant hereunder until the amended Lease Commencement Date. The
      delay in commencement of the Term and in Tenant's obligation to pay rent
      described in the foregoing sentence shall constitute full settlement of
      all claims that Tenant might otherwise have by reason of the Premises not
      being Substantially Completed on the original Lease Commencement Date
      specified in Section I. above.

      If the Premises are not Substantially Completed on the Lease Commencement
      Date due to one or more delays caused by Tenant, or anyone acting under or
      for Tenant, Landlord shall have no liability for such delay and the Lease
      Commencement Date shall nevertheless begin as of the Lease Commencement
      Date stated in Section I. (as extended only because of Landlord's delay
      pursuant to this subsection C., if applicable).

D.    Acceptance and Suitability

      Within fifteen (15) days following the date Tenant takes possession of the
      premises, Tenant may provide Landlord with a "punch list" which sets forth
      an itemization of any reasonable corrective work to be performed by
      landlord with respect to the Landlord's Work as set forth in the
      Construction Work Letter; provided, however, that Tenant's obligation to
      pay Monthly Rental as provided below shall not be affected thereby. If
      Tenant fails to submit such "punch list" to Landlord within such fifteen
      (15) day period, Tenant agrees that by taking possession of the Premises
      it will conclusively be deemed to have inspected the Premises and found
      the Premises in satisfactory condition. Tenant acknowledges that neither
      Landlord, nor any agent, employee or servant of Landlord, has made any
      representation with respect to the Premises or the Project, or with
      respect to the suitability of them to the conduct of Tenant's business,
      nor has Landlord agreed to undertake any modifications, alterations, or
      improvements of the Premises or Project, except as specifically provided
      in this Lease.

      TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LANDLORD HEREBY
      DISCLAIMS, AND TENANT WAIVES THE BENEFIT OF, ANY AND ALL IMPLIED
      WARRANTIES, INCLUDING IMPLIED WARRANTIES OF HABITABILITY, FITNESS OR
      SUITABILITY FOR PURPOSE, OR THAT THE PROJECT (OTHER THAN THE IMPROVEMENTS
      CONSTRUCTED BY LANDLORD IN THE PREMISES) HAVE BEEN CONSTRUCTED IN A GOOD
      AND 
<PAGE>   9

      WORKMANLIKE MANNER. TENANT EXPRESSLY ACKNOWLEDGES THAT LANDLORD DID NOT
      CONSTRUCT OR APPROVE THE QUALITY OF CONSTRUCTION OF THE BUILDING.


SECTION IV.  RENT

A.    Monthly Rental

      Commencing on the Lease Commencement Date Tenant shall pay to Landlord
      during the Term, rental for the entire Term in the total amount as set
      forth in the "Rental Schedule" attached hereto as Exhibit D payable in
      monthly installments (the "Monthly Rental") in the amount also set forth
      in Exhibit D, (subject, however, to any modifications or adjustments
      specified hereinbelow and/or in Exhibit D. The Monthly Rental shall be
      payable by Tenant on or before the first day of each month, in advance,
      without further notice, at the address specified for Landlord in Section
      I., or such other place as Landlord shall designate, without any prior
      demand therefor and without any abatement, deduction or setoff whatsoever.
      Notwithstanding the foregoing, Monthly Rental for the first full month
      shall be paid upon the Commencement date hereof. If the Lease Commencement
      Date should occur on a day other than the first day of a calendar month,
      or the Expiration Date should occur on a day other than the last day of a
      calendar month, then the rental for such fractional month shall be
      prorated on a daily basis upon a thirty (30) day calendar month.

B.    Consumer Price Index Increases (Intentionally Deleted)

C.    Additional Rent

      As used in this Lease, the term "rent" shall mean the Monthly Rental plus
      all "additional rent", which shall mean all other amounts payable by
      Tenant to Landlord pursuant to this Lease other than Monthly Rental,
      including without limitation, Tenant's Proportionate Share of Common
      Operating Costs and Monthly Parking Rent. All Monthly Rental and
      additional rent shall be paid in lawful money of the United States which
      shall be legal tender at the time of payment. Where no other time is
      stated herein for payment, payment of any amount due from Tenant to
      Landlord hereunder shall be made within ten (10) days after Tenant's
      receipt of Landlord's invoice or statement therefor.


SECTION V.  REIMBURSEMENT OF COMMON EXPENSES

A.    Definitions

      (1)   "Common Areas" means all areas, space, equipment and special
            services provided by Landlord for the common or joint use and
            benefit of the tenants, their employees, agents, servants,
            suppliers, customers and other invitees, including, by way of
            illustration, but not limitation, retaining walls, fences,
            landscaped areas, parks, curbs, sidewalks, private roads, restrooms,
            stairways, elevators, lobbies, hallways, patios, service quarters,
            parking areas, all common areas and other areas within the exterior
            of the Building and in the Project or as shown on the site plan
            attached to this Lease as Exhibit A.

      (2)   "Taxes" shall mean all real property taxes, personal property taxes,
            improvement bonds, and other charges and assessments which are
            levied or assessed upon or with respect to the Building and Project
            and the land on which the Building and Project are located and any
            improvements, fixtures and equipment and all other property of
            Landlord, real or personal, located in the Building and Project and
            used in connection with the operation of the Building and Project
            and the land on which the Building and Project are located,
            including any increase in such taxes, whether resulting from a
            reassessment of the value of the land, the Building or the Project,
            personal property, or for any other reason, imposed by any
            governmental authority, and any tax which shall be levied or


<PAGE>   10

            assessed in addition to or in lieu of such real or personal property
            taxes and any license fees, commercial rental tax, or other tax upon
            Landlord's business of leasing the Building and the Project, but
            shall not include any federal or state income tax, or any franchise,
            capital stock, estate, inheritance, succession, transfer and excess
            profit taxes imposed upon Landlord, and shall also include any tax
            consultant fee or other costs incurred by Landlord to review or
            contest any tax assessed against the Premises, Building or Project.

      (3)   "Common Operating Costs" shall mean the aggregate of all costs and
            expenses payable by landlord in connection with the operation and
            maintenance of the Premises, Building, Project, and Common Areas,
            including, but not limited to, (a) the cost of landscaping,
            repaving, resurfacing, repairing, replacing, painting, lighting,
            cleaning, removing trash, janitorial services, security services and
            other similar items; (b) the total cost of compensation and benefits
            of personnel to implement the services referenced herein; (c) all
            Taxes; (d) the cost of any insurance obtained by Landlord in
            connection with the Building and Project, including, but not limited
            to, the insurance required to be obtained by Landlord pursuant to
            this Lease; (e) the cost of operating, repairing and maintaining the
            mechanical, electrical, plumbing, life safety, and access systems;
            (f) the cost of monitoring services, if provided by Landlord,
            including, without limitation, any monitoring or control devices
            used by Landlord in regulating the parking areas; (g) the cost of
            water, electricity, gas and any other utilities; (h) legal,
            accounting and consulting fees and expenses; (i) compensation
            (including employment taxes and fringe benefits) of all persons who
            perform duties connected with the operation, maintenance and repair
            of the Premises, Project, Building or Common Areas; (j) energy
            allocation, energy use surcharges, or environmental charges; (k)
            municipal inspection fees or charges; (1) the costs incurred by
            Landlord to provide management services for the Building or Project;
            (m) the amortized cost, including financing costs if applicable, of
            any equipment, device or other capital improvement installed by
            Landlord in the Premises, Building or Project for the purpose of
            achieving economies in the operation, maintenance and/or repair
            thereof; and (n) any other costs or expenses incurred by Landlord
            under this Lease which are not otherwise reimbursed directly by
            tenants. The computation of Common Operating Costs shall be made in
            accordance with generally accepted accounting principles.

      (4)   (Intentionally Deleted)

B.    Reimbursement

      Within a reasonable time before the commencement of each calendar year
      during the Term, Landlord shall deliver to Tenant a reasonable estimate of
      the Common Operating Costs Landlord will incur for the forthcoming
      calendar year. Commencing on the Lease Commencement Date, and continuing
      on the first day of each calendar month thereafter, Tenant shall pay to
      Landlord, as additional rental, an amount equal to one-twelfth (1/12th) of
      the product obtained by multiplying (i) the remainder obtained by
      deducting the Base Operating Expense, if any, from the then estimated
      Common Operating Costs for the applicable calendar year of the Lease Term,
      times (ii) Tenant's Proportionate Share; provided, however, that such
      amount shall not be less than zero dollars ($0) . The total of such
      additional monthly payments to be paid by Tenant for such calendar year
      shall be called "Tenant's Estimated Operating Cost". Upon Notice to
      Tenant, Tenant's Estimated Operating Cost may be adjusted periodically by
      Landlord during the calendar year on the basis of Landlord's reasonably
      revised estimate of Common operating Costs for such calendar year. Any
      major expenditure by Landlord (e.g. resurfacing of parking areas, painting
      buildings, refurbishing landscaping or walkways and similar items) during
      the year which was not included in determining the estimated Common
      Operating Costs, may be billed separately to Tenant according to Tenant's
      Proportionate Share.

C.    Rebate of Excess Charges or Payment of Additional Char

      Within a reasonable time after the end of each calendar year, Landlord
      shall furnish Tenant with a statement showing the Common Operating Costs
      actually paid or incurred by Landlord for such year less 

<PAGE>   11

      the Base Operating Expense, if any, and Tenant's Proportionate Share
      thereof ("Tenant's Actual Operating Cost"), which shall in no event be
      less than zero dollars ($0) . If the amount of Tenant's Estimated
      Operating Cost paid by Tenant for such calendar year exceeds Tenant's
      Actual Operating Cost for that year, Landlord shall refund such excess to
      Tenant within thirty (30) days after such determination or Landlord may,
      at its sole option, apply such excess to any outstanding amounts due
      Landlord. If Tenant's Estimated Operating Cost actually paid by Tenant is
      less than Tenant's Actual Operating Cost, Tenant shall pay such shortfall
      to Landlord, as additional rent, within thirty (30) days after receipt of
      Landlord's statement showing the amount due. If the Lease commences on a
      date other than on the first day of a calendar year or expires or
      otherwise terminates, on a date other than on the last day of a calendar
      year, the foregoing payments shall be prorated accordingly.

D.    Control of Common Areas

      Tenant's use of the Common Areas shall be subject to the provisions of
      this Lease and Landlord's rights, hereby reserved, to (a) restrain the use
      of the Common Areas by unauthorized persons, (b) utilize from time to time
      any portion of the Common Areas for promotional and related matters, (c)
      temporarily close any portion of the Common Areas for repairs,
      improvements or alterations, (d) change the shape and size of the Common
      Areas or change the location of improvements within the Common Areas,
      including, without limitation, parking areas, roadways and curb cuts, and,
      (e) prohibit access to or use of Common Areas that are designated for the
      storage of supplies or operation of equipment necessary to operate the
      Project or Building. In addition, Landlord may determine the nature, size
      and extent of the Common Areas as well as make changes to the Common Areas
      and take such other actions in connection therewith from time to time
      which, in its opinion, are deemed desirable.


SECTION VI.  SECURITY DEPOSIT (Intentionally Deleted)


SECTION VII.  TENANT'S TAXES

      To the extent not covered as a Common Operating Expense, Tenant shall be
      liable for any tax (now or hereafter imposed by any governmental entity)
      applicable to or measured by or levied on the rents or any other charges
      payable by Tenant under this Lease, including (but not limited to) any
      gross income tax, gross receipts tax or excise tax payable with respect to
      the receipt of such rent or other charges or the possession, leasing or
      operation, use or occupancy of the Premises, but not including any net
      income, franchise, capital stock, estate or inheritance taxes payable by
      Landlord. If any such tax is required to be paid to the governmental
      taxing entity directly by Landlord, then Landlord shall pay the amount due
      and, upon demand, shall be fully reimbursed by Tenant for such payment.

      Tenant shall also be liable for all taxes levied against the leasehold
      held by Tenant or against any personal property, leasehold improvements,
      additions, alterations and fixtures placed by or for Tenant in, on or
      about the Premises, Building and Project or constructed by Landlord for
      Tenant in the Premises, Building or Project; and if any such taxes are
      levied against Landlord or Landlord's property, or if the assessed value
      of such property is increased (whether by special assessment or otherwise)
      by the inclusion therein of value placed on such leasehold, personal
      property, leasehold improvements, additions, alterations and fixtures, and
      Landlord pays any such taxes (which Landlord shall have the right to do
      regardless of the validity thereof), Tenant, upon demand, shall fully
      reimburse Landlord for the taxes so paid by Landlord or for the proportion
      of such taxes resulting from such increase in any assessment.


SECTION VIII.  USE OF PREMISES

A.    Permitted Uses
<PAGE>   12

      Tenant shall use the Premises and Common Areas solely for the Permitted
      Use specified in subsection I.L. above, and for no other use, and under
      the name specified in Section I. above, except with the approval of the
      Landlord, which approval shall not be unreasonably withheld. Tenant shall,
      at its own cost and expense, obtain any and all licenses and permits
      necessary for any such use. Tenant shall not do or permit anything to be
      done in or about the Premises, Common Areas, Building or Project which
      will in any way obstruct or interfere with the rights of other tenants or
      occupants of the Project or injure or annoy them. Tenant shall not use or
      allow the Premises to be used for any unlawful purpose, nor shall Tenant
      cause, maintain or permit any nuisance in, on or about the Premises and
      Common Areas. Tenant shall not commit or suffer to be committed any waste
      in or upon the Premises, Common Areas, Building or Project. Tenant shall
      not do or permit anything to be done in or about the Premises, Common
      Areas, Building or Project which may render the insurance thereon void or
      increase the insurance risk or cost thereon. If an increase in any fire
      and extended coverage insurance premiums paid by Landlord for the Building
      and Project is caused by Tenant's use and occupancy of the Premises, then
      Tenant shall pay, as additional rental, the amount of such increase to
      Landlord.

B.    Compliance with Laws

      Tenant shall not use the Premises, Building, Project or Common Areas in
      any way (or permit or suffer anything to be done in or abut the same)
      which will conflict with any law, statute, ordinance or governmental rule
      or regulation or any covenant, condition or restriction (whether or not of
      public record) affecting the Premises, Project or Building, now in force
      or which may hereafter be enacted or promulgated including, but not
      limited to, the provisions of any city or county zoning codes regulating
      the use thereof. Tenant shall, at its sole cost and expense and provided
      it is necessary for Tenant's use of the Premises, promptly comply with (a)
      all laws, statutes, ordinances, and governmental rules and regulations,
      now in force or which may hereafter be in force, (b) all requirements, and
      other covenants, conditions and restrictions, now in force or which may
      hereafter be in force, which affect the Premises, and (c) all
      requirements, now in force or which may hereafter be in force, of any
      board of fire underwriters or other similar body now or hereafter
      constituted relating to or affecting the condition, use or occupancy of
      the Premises, Building or Project. The judgment of any court of competent
      jurisdiction or the admission by Tenant in any action against Tenant,
      whether Landlord be a party thereto or not, that Tenant has violated any
      law, statute, ordinance, governmental rule or regulation or any
      requirement, covenant, condition or restriction shall be conclusive of the
      fact as between Landlord and Tenant. Tenant agrees to fully indemnify
      Landlord against any liability, claims or damages arising as a result of a
      breach of the provisions of this Subsection by Tenant, and against all
      costs, expenses, fines or other charges arising therefrom, including,
      without limitation, reasonable attorneys' fees and related costs incurred
      by Landlord in connection therewith, which indemnity shall survive the
      expiration or earlier termination of this Lease.

C.    Hazardous Materials-

      Tenant shall not cause or permit any Hazardous Material (as defined below)
      to be brought upon, kept, or used in or about the Premises, Building or
      Project by Tenants, its agents, employees, contractors, or invitees,
      without the prior written consent of Landlord (which Landlord shall not
      unreasonably withhold as long as Tenant demonstrates to Landlord's
      reasonable satisfaction that such Hazardous Material is necessary or
      useful to Tenant's business and will be used, kept, stored and disposed of
      in a manner that complies with all laws regulating any such Hazardous
      Material so brought upon or used or kept in or about the Premises,
      Building and Project, and such storage will not create an undue risk to
      other tenants of the Building and Project, giving consideration to the
      nature of the Project and Building). If Tenant breaches the obligations
      stated in the preceding sentence, or if the presence of Hazardous Material
      on the Premises, Building or Project caused or permitted by Tenant results
      in contamination of the Premises, the Building or the Project, or if
      contamination of the Premises, the Building or the Project, by Hazardous
      Material otherwise occurs for which Tenant is legally liable to Landlord
      for damage resulting therefrom, then Tenant shall indemnify, defend and
      hold Landlord harmless from any and all claims, judgments, damages,
      penalties, fines, costs, liabilities, or losses (including, without
      limitation, diminution in value of the Premises, the Building or the
      Project, damages for the loss or restriction on use of rentable or usable
      space 

<PAGE>   13
      or of any amenity of the Premises, the Building or the Project, damages
      arising from any adverse impact on marketing of space in the Building or
      the Project, and sums paid in settlement of claims, attorneys, fees,
      consultant fees and expert fees) which arise during or after the Lease
      Term as a result of such contamination. This indemnification of Landlord
      by Tenant includes, without limitation, the obligation to reimburse
      Landlord for costs incurred in connection with any investigation of site
      conditions or any cleanup, remedial, removal or restoration work required
      by any federal , state, or local governmental agency or political
      subdivision because of Hazardous Material present in, on, or about the
      Premises, Building or Project or in the soil or ground water on or under
      the premises, the Building or the Project. Without limiting the foregoing,
      if the presence of any Hazardous Material in, on or about the Premises,
      Building or Project caused or permitted by Tenant results in any
      contamination of the Premises, the Building or the Project, Tenant shall
      promptly take all actions at its sole expense as are necessary to return
      the Premises, the Building or the Project to the condition existing prior
      to the introduction of any such Hazardous Material thereto; provided that
      landlord's approval of such actions shall first be obtained, which
      approval shall not be unreasonably withheld so long as such actions would
      not potentially have any material adverse long-term or short-term effect
      on the Premises, Building or Project or exposes Landlord to any liability
      therefor and such actions are undertaken in accordance with all applicable
      laws, rules and regulations and accepted industry practices.

      "Hazardous Material" is used in this Lease in its broadest sense and shall
      mean any petroleum based products, pesticides, paints and solvents,
      polychlorinated biphenyl, lead, cyanide, DDT, acids, ammonium compounds
      and other chemical products and any substance or material defined or
      designated as hazardous or toxic, or other similar term, by any federal,
      state or local environmental statute, regulation, or ordinance affecting
      the Premises, Building or Project presently in effect or that may be
      promulgated in the future, as such statutes, regulations and ordinances
      may be amended from time to time, including but not limited to the
      statutes listed below:

      Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et
      seq.

      Comprehensive Environmental Response, Compensation, and Liability Act of
      1980, 40 U.S.C. Section 1801 et seq.

      Clean Air Act, 42 U.S.C. Sections 7401-7626.

      Water Pollution Control Act (Clean Water Act of 1977), 33 U.S.C. Section
      1251 et seq.

      Insecticide, Fungicide, and Rodenticide Act (Pesticide Act of 1987), 7
      U.S.C. Section 135 et seq.

      Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.

      Safe Drinking Water Act, 42 U.S.C. Section 300(f) et seq.

      National Environmental Policy Act (NEPA) 42 U.S.C.Section 4321 et seq.

      Refuse Act of 1899, 33 U.S.C. Section 407 et seq.

D.    Landlord's Rules and Regulations

      Tenant shall, and Tenant agrees to cause its agents, servants, employees,
      invitees, and licensees to observe and comply fully and faithfully with
      the rules and regulations attached hereto as Exhibit F, or such rules and
      regulations which may hereafter be adopted by Landlord (the "Rules") for
      the care, protection, cleanliness, and operation of the Premises, Building
      and Project, and any modifications or additions to the Rules adopted by
      Landlord, provided that, Landlord shall give written notice thereof to
      Tenant and, Tenant's Permitted Use of the Project is not unreasonably
      affected. Landlord shall not be responsible to 

<PAGE>   14

      Tenant for failure of any other tenant or occupant of the Building or
      Project to observe or comply with any of the Rules.

SECTION IX.  SERVICE AND UTILITIES

A.    Standard Building Services and Reimbursement by Tenant

      Landlord agrees to furnish to the Premises, between the hours of 7:00 a.m.
      and 6:00 p.m. on Monday through Friday and between 8:00 a.m. and 12 noon
      on Saturday (Sunday and legal holidays excepted) (hereinafter "Building
      Hours"), heat and air conditioning (hereinafter "HVAC"), required in
      Landlord's judgment for the comfortable use and occupation of the Premises
      for general office purposes and at a level which is usual and customary in
      similar office buildings in the area where the Project is located, all of
      which shall be subject to the Rules of the Building as well as any
      governmental requirements or standards relating to, among other things,
      energy conservation. Water, electrical and elevator (if applicable)
      service shall be supplied to the Premises at all times. Tenant agrees to
      pay, as a Common Operating Expense except as provided below, the full cost
      of all utilities supplied to the Premises, together with any taxes
      thereon, as part of Tenant's Proportionate Share of Common Operating Costs
      except for separately metered and excess service as provided below. If any
      such service or utilities are separately metered to the Premises, Tenant
      shall pay the cost thereof in a timely manner directly to the utility
      company providing such service. Tenant's obligations in this Section
      regarding utilities include, but are not limited to initial connection
      charges, all charges for gas, water and electricity used on the Premises,
      and for all electric light lamps or tubes. Tenant shall be required to pay
      any increased cost, as additional rent, of any utilities and services,
      including, without limitation, water, electricity and HVAC, resulting from
      any use of the Premises at any time other than the above scheduled
      Building Hours or any use beyond what Landlord agrees to furnish as
      described above, or resulting from special electrical, cooling and
      ventilating needs created in certain areas by telephone equipment,
      computers and other similar equipment or uses. Tenant agrees to pay the
      cost of operating the HVAC at any time other than the above scheduled
      Building Hours, which cost may include the operation of the HVAC for space
      located outside the Premises when such space is serviced concurrently with
      the operation of the HVAC for the benefit of the Premises.

B.    Limitation on Landlord's Obligations

      Landlord shall not be liable for and Tenant entitled to any abatement or
      reduction of rent by reason of, Landlord's failure to furnish any of the
      foregoing when such failure is caused by accidents, breakage, repairs,
      strikes, brownouts, blackouts, lockouts or other labor disturbances or
      labor disputes of any character, or by any other cause, similar or
      dissimilar, beyond the reasonable control of Landlord, nor shall such
      failure under such circumstances be construed as a constructive or actual
      eviction of Tenant. Notwithstanding any of the foregoing, Landlord shall
      not be liable under any circumstances for loss or injury to the property
      or business of Tenant, however occurring, through or in connection with or
      incidental to Landlord's furnishing or failure to furnish any of said
      service or utilities.

C.    Excess Service

      Tenant shall not, without the written consent of Landlord, use any
      apparatus or device in the Premises or which consumes more electricity
      than has historically been furnished to the Premises or is usually
      furnished or supplied for the Permitted Use of the Premises, as determined
      by Landlord. Tenant shall not consume water or electric current in excess
      of that usually furnished or supplied for the Permitted Use of the
      Premises (as determined by Landlord) , without first procuring the written
      consent of Landlord, which Landlord may refuse. The excess cost for such
      water and electric current shall be established by an estimate made by a
      utility company or independent engineer hired by Landlord at Tenant's
      expense and Tenant shall pay such excess costs as additional rent each
      month with the Monthly Rental.

D.    Security Services

<PAGE>   15

      Certain security measures (both by electronic equipment and personnel) may
      be provided by Landlord in connection with the Building and Common Areas.
      However, Tenant hereby acknowledges that any such security is intended to
      be solely for the benefit of the Landlord in protecting its property from
      fire, theft, vandalism and similar perils and while certain incidental
      benefits may accrue to the Tenant therefrom, and such security is not for
      the purpose of protecting either the property of Tenant or the safety of
      its officers, employees, servants or invitees. By providing such security,
      Landlord assumes no obligation to Tenant and shall have no liability
      arising therefrom. Landlord reserves the right to either commence, expand,
      reduce or discontinue the providing of any such security at any time
      without notice to Tenant.


SECTION X.  MAINTENANCE AND REPAIRS

A.    Landlord's Obligations

      Except for special or non-standard systems and equipment installed for
      Tenant's exclusive use, Landlord shall, at Landlord's initial cost and
      expense subject to reimbursement by Tenant of Tenant's Proportionate Share
      of such cost and expense, as amortized over the useful life of such
      improvement as determined by Generally Accepted Accounting Practices, keep
      in good condition and repair the heating, ventilating and air conditioning
      and other mechanical systems which service the Premises as well as other
      premises within the Building; the foundations, exterior walls, structural
      condition of interior bearing walls, and roof of the Premises and
      Building; and the parking lots, walkways, driveways, landscaping, fences,
      signs and utility installations and other Common Areas of the Project.
      Landlord shall not be in breach of its obligations under this Section
      unless Landlord fails to make any repairs or perform maintenance which it
      is obligated to perform hereunder and such failure persists for an
      unreasonable time after written notice of a need for such repairs or
      maintenance is given to Landlord by Tenant. Landlord shall not be required
      to make any repairs that are the obligation of any tenant or occupant
      within the Building or Project or repairs for damage caused by any
      negligent or intentional act or omission of Tenant or any person claiming
      through or under Tenant or any of Tenant's employees, suppliers, shippers,
      customers or invitees, in which event Tenant shall, with the consent and
      under the direction of Landlord, repair such damage at its sole cost and
      expense. Tenant hereby waives and releases any right it may have to make
      repairs to the Premises, Building or Project at Landlord's expense under
      any law, statute, ordinance, rules and regulations now or hereafter in
      effect in any jurisdiction in which the Project is located.

B.    Tenant's Obligations

      Tenant shall, at its sole cost and expense, make all maintenance, repairs
      and replacements in the manner and when Landlord reasonably deems
      necessary to preserve in good working order and condition the following
      items, and every part thereof: plumbing within and servicing the Premises;
      special or supplementary heating, ventilating and air conditioning systems
      installed for the exclusive use of the Premises; non-standard electrical,
      lighting and other utility systems, facilities and equipment located
      within the Premises and; all trade fixtures, interior walls, interior
      surfaces of exterior walls, ceilings, windows, doors, cabinets, draperies,
      window coverings, carpeting and other floor coverings, plate glass and
      skylights located within the Premises. Tenant shall not commit or permit
      any waste in or about the Premises, the Building or the Project. Tenant
      shall, at its sole cost and expense, make all repairs to the Premises,
      Building and Project which are required in the reasonable opinion of
      Landlord, as a result of any misuse, neglect, negligent or intentional act
      or omission committed or permitted by Tenant or by any subtenant, agent,
      employee, supplier, shipper, customer, invitee or servant of Tenant.

C.    Landlord's Right to Make Repairs

      In the event that Tenant fails to maintain the Premises, Building and
      Project in good and sanitary order, condition and repair as required by
      this Lease, then, following written notification to Tenant (except in the
      case of an emergency in which case no prior notification shall be
      required), Landlord shall have the right, but not the obligation, to enter
      the Premises and to do such acts and expend such funds at the expense of

<PAGE>   16


      Tenant as are required to place the Premises, Building and Project in
      good, safe and sanitary order, condition and repair. Any amount so
      expended by Landlord shall be paid by Tenant promptly upon demand as
      additional rent.

D.    Condition of Premises Upon Surrender

      Except for reasonable wear and tear and as otherwise provided in this
      Lease, Tenant shall, upon the expiration or earlier termination of the
      Term, surrender the Premises to Landlord broom clean and in the same
      condition as on the date Tenant took possession. All appurtenances,
      fixtures, improvements, additions and other property attached to or
      installed in the Premises whether by Landlord or by or on behalf of
      Tenant, and whether at Landlord's expense or Tenant's expense, shall be
      and remain the property of Landlord unless Landlord specifically agrees
      otherwise in writing. Any furnishings and personal property of Tenant
      located in the Premises, whether the property of Tenant or leased by
      Tenant, and any fixtures, improvements and other items agreed, in writing,
      by Landlord to belong to the Tenant as provided in the preceding sentence,
      shall be and remain the property of Tenant and shall be removed by Tenant
      at Tenant's sole cost and expense at the expiration of the Term. Tenant
      shall promptly repair any damage to the Premises or the Building resulting
      from such removal. Any of Tenant's property not removed from the Premises
      prior to or upon the Expiration Date shall, at Landlord's option, either
      become the property of Landlord or may be removed by Landlord, in which
      case Tenant shall pay to Landlord the cost of such removal within ten (10)
      days after delivery of a bill therefor or Landlord, at its option, may
      deduct such amount from the Security Deposit. Any damage to the Premises,
      including any structural damage, resulting from Tenant's use or from the
      removal of Tenant's fixtures, furnishings and equipment shall be repaired
      by Tenant at Tenant's expense.


SECTION XI.    ENTRY BY LANDLORD

Landlord reserves and shall at any and all times have the right to enter the
Premises at reasonable times to inspect the same to determine whether Tenant is
complying with its obligations hereunder; to supply any service to be provided
by Landlord hereunder; to supply janitorial service and any other service to be
provided by Landlord to Tenant hereunder; to exhibit, upon reasonable notice to
Tenant the Premises to prospective purchasers, mortgagees or prospective
tenants; to post notices of nonresponsibility; and to alter, improve or repair
the Premises and any portion of the Building and Project, without abatement of
rent, in which case Landlord may erect scaffolding and other necessary
structures that are reasonably required by the character of the work to be
performed by Landlord, provided that the business of Tenant shall not be
interfered with unreasonably. In order to enter the Premises for each of the
aforesaid purposes, Landlord shall at all times have and retain a key with which
to unlock all of the doors in, upon and about the Premises, excluding Tenant's
vaults and safes. Further, Landlord shall have the right to use any an all means
which Landlord may deem proper to open such doors in the event of an emergency.
Any entry to the Premises or portions thereof obtained by Landlord by any of
said means, or otherwise, shall not under any circumstances be construed or
deemed to be a forcible or unlawful entry into, or a detainer of, the Premises,
or an eviction, actual or constructive, of Tenant from the Premises, or any
portion thereof.


SECTION XII.  ALTERATIONS, ADDITIONS AND TRADE FIXTURES

Tenant shall not make any alterations, additions or improvements to the
Premises, or any part thereof, whether structural or nonstructural (hereafter
"Alterations,'), without Landlord's prior, final written consent. In order to
obtain Landlord's preliminary consent, which preliminary consent may be given or
denied in Landlord's sole discretion, Tenant shall submit such information as
Landlord may require, including, without limitation plans and specifications for
the Alterations. If Landlord gives its preliminary consent for the Alterations,
in order to obtain Landlord's final consent (which final consent may not be
unreasonably withheld after preliminary consent is given), Tenant shall then
submit (i) all necessary permits, licenses, bonds, and the construction
contract, all in conformance with the plans and specifications preliminarily
approved by Landlord; (ii) evidence of insurance coverage in such types and
amounts and from such insurers as Landlord deems satisfactory; and (iii) such
other information and 

<PAGE>   17

documentation as Landlord deems reasonably necessary including, but not limited
to, evidence of Tenant's financial ability to pay for the Alterations.

The construction contract for the Alterations shall, at the minimum, require the
general contractor and all subcontractors to obey the rules and regulations of
the Building and Project. All Alterations shall be done in a good workmanlike
manner by qualified and licensed contractors or mechanics, as approved by
Landlord. In no event shall any Alterations affect the structure of the Building
or its exterior appearance. All Alterations made by or for Tenant (other than
Tenant's moveable trade fixtures), shall, unless Landlord expressly requires or
agrees otherwise in writing, immediately become the property of Landlord,
without compensation to Tenant, but Landlord shall have no obligation to repair,
maintain or insure those Alterations. Carpeting, shelving and cabinetry shall be
considered improvements of the Premises and not movable trade fixtures,
regardless of how or where affixed. No Alterations shall be removed by Tenant
from the Premises either during or at the expiration or earlier termination of
the Term, and they shall be surrendered as a part of the Premises unless
Landlord has agreed or required otherwise in writing, in Landlord's discretion,
in which case the Alterations shall be removed by Tenant at Tenant's sole cost
and expense. Upon any such removal, Tenant shall repair any damage caused to the
Premises thereby, and shall return the Premises to the condition they were in
prior to installation of the Alterations so removed.

Tenant shall indemnify, defend and keep Landlord free and harmless from and
against all liability, loss, damage, cost, attorneys, fees and any other expense
incurred on account of claims by any person performing work or furnishing
materials or supplies for Tenant or any person claiming under Tenant. Landlord
may require Tenant to provide Landlord, at Tenant's sole cost and expense, a
lien and completion bond in an amount equal to one and one-half times the
estimated cost of such improvements, to insure Landlord against any liability
for mechanic's liens and to insure completion of the work. Landlord shall have
the right at all times to post on the Premises any notices permitted or required
by law, or that Landlord shall deem proper, for the protection of Landlord, the
Premises, the Building and the Project, and any other party having an interest
therein, from mechanics, and materialmen's liens. Tenant shall give to Landlord
written notice of the commencement of any construction in or on the Premises at
least thirty (30) business days prior thereto. Prior to the commencement of any
such construction Landlord shall be furnished certificates of insurance, naming
Landlord as an additional insured. evidencing that each contractor performing
work has insurance acceptable to Landlord including but not limited to general
liability insurance of not less than $1,000,000 and worker's compensation
insurance in the statutorily required amount.


SECTION XIII.  MECHANIC'S LIENS

Tenant shall keep the Premises, the Building and the Project free from any liens
arising out of any work performed, material furnished or obligation incurred by
or for Tenant or any person or entity claiming through or under Tenant. In the
event that Tenant shall not, within ten (10) days following the imposition of
any such lien, cause the same to be released of record by payment or posting of
a proper bond, Landlord shall have, in addition to all other remedies provided
herein and by law, the right, but not the obligation, to cause such lien to be
released by such means as Landlord deems proper, including payment of the claim
giving rise to such lien. All such sums paid and all expenses incurred by
Landlord in connection therewith shall be due and payable to Landlord by Tenant
on demand.


SECTION XIV.  INSURANCE

A.       Tenant

         During the Term hereof, Tenant shall keep in full force and effect the
         following insurance and shall provide appropriate insurance
         certificates evidencing such coverage to Landlord prior to the Lease
         Commencement Date and annually thereafter before the expiration of each
         policy:

         (1)    Commercial general liability insurance for the benefit of Tenant
                and Landlord as an additional insured, with a limit of not less
                than One Million Dollars ($1,000,000.00) combined single limit
                per occurrence, against claims for personal injury liability
                including, without limitation, bodily injury, 

<PAGE>   18

                death or property damage liability and covering (i) the
                business(es) operated by Tenant and by any subtenant of Tenant
                on the Premises, (ii) operations of independent contractors
                engaged by Tenant for services or construction on or about the
                Premises, and (iii) contractual liability;

         (2)    Fire, extended coverage, vandalism and malicious mischief
                insurance, insuring the personal property, furniture,
                furnishings and fixtures belonging to Tenant located on the
                Premises for not less than one hundred percent (100%) of the
                actual replacement value thereof; and

         (3)    Business interruption or loss of income insurance in amounts
                satisfactory to Landlord, with a rental interruption rider
                assuring Landlord that the rent due hereunder will be paid for a
                period of not less than twelve (12) months if the Premises are
                destroyed or rendered inaccessible by a risk insured against by
                a policy of all risk insurance.

         Each insurance policy obtained by Tenant pursuant to this Lease shall
         contain a clause that the insurer will provide Landlord with at least
         thirty (30) days prior written notice of any material change,
         non-renewal or cancellation of the policy, shall be in a form
         satisfactory to Landlord and shall be taken out with an insurance
         company authorized to do business in the State in which the Project is
         located and rated not less than Best's Financial Class X and Best's
         Policy Holder Rating "A". In addition, any insurance policy obtained by
         Tenant shall be written as a primary policy, and shall not be
         contributing with or in excess of any coverage which Landlord may
         carry, and shall have loss payable clauses satisfactory to Landlord and
         in favor of Landlord naming Landlord, and any other party reasonably
         designated by Landlord as an additional insured. The liability limits
         of the above described insurance policies shall in no matter limit the
         liability of Tenant under the terms of Section XV. below.

         Not more frequently than every two (2) years, Landlord may, by notice
         to Tenant, require an increase in the above-described limits of
         coverage if, in the reasonable opinion of Landlord, the amount of
         liability insurance specified in this Section is not adequate to
         maintain the level of insurance protection at least equal to the
         protection afforded on the date the Term commences. If Tenant fails to
         maintain and secure the insurance coverage required under this Section
         XIV., then Landlord shall have, in addition to all other remedies
         provided herein and by law, the right, but not the obligation, to
         procure and maintain such insurance, the cost of which shall be due and
         payable to Landlord by Tenant within ten (10) business days after
         written demand.

         If, on account of the failure of Tenant to comply with the provisions
         of this Section, Landlord is deemed a co-insurer by its insurance
         carrier, then any loss or damage which Landlord shall sustain by reason
         thereof shall be borne by Tenant and shall be paid by Tenant as
         additional rent within ten (10) business days after receipt of a bill
         therefor and evidence of such loss.

B.       Landlord

         During the Term hereof, Landlord shall keep in full force and effect
         the following insurance:

         (1)      Fire, extended coverage and vandalism and malicious mischief
                  insurance insuring the Building and Project of which the
                  Premises are a part, in an amount not less than 80% (or such
                  greater percentage as may be required by law) of the full
                  replacement cost thereof; and

         (2)      Such other insurance as Landlord deems necessary in its sole
                  and absolute discretion.

         All insurance policies shall be issued in the names of Landlord and
         Landlord's lender, and any other party reasonably designated by
         Landlord as an additional insured, as their interests appear. The
         insurance policies shall provide that any proceeds shall be made
         payable to Landlord, or to the holders of mortgages or deeds of trust
         encumbering Landlord's interest in the Premises, Building, and Project,
         or to any other party reasonably designated by Landlord as an
         additional insured, as their interests shall appear. All insurance
         premiums for Landlord's insurance shall be included in Common Operating
         Costs.

<PAGE>   19

SECTION XV.  INDEMNITY

A.       Tenant

         Subject to the provisions of subparagraph C below, Tenant agrees to
         indemnify, defend and hold Landlord and its officers, directors,
         partners and employees entirely harmless from and against all
         liabilities, losses, demands, actions, expenses or claims, including
         reasonable attorneys' fees and court costs, for injury to or death of
         any person or for damages to any property or for violation of law
         arising out of or in any manner connected with (i) the use, occupancy
         or enjoyment of the Premises, Building and Project by Tenant or
         Tenant's agents, employees or contractors (the "Tenant's Agents") or
         any work, activity or other things allowed or suffered by Tenant or
         Tenant's Agents to be done in or about the Premises, Building and
         Project (ii) any breach or default in the performance of any obligation
         or Tenant under this Lease and (iii) any negligent or otherwise
         tortious act or failure to act by Tenant or Tenant's Agents on or about
         the Premises, Building or Project.

B.       Landlord

         Subject to the provisions of subparagraph C below, Landlord agrees to
         indemnify, defend and hold Tenant and its officers, directors, partners
         and employees entirely harmless from and against all liabilities,
         losses, demands, actions, expenses or claims, including attorneys, fees
         and court costs but excluding consequential damages, for injury to or
         death of any person or for damage to any property to the extent such
         are determined to be caused by the negligence or willful misconduct of
         Landlord, its agents, employees, or contractors on or about the
         Premises, Building, or Project. None of the events or conditions set
         forth in this paragraph shall be deemed a constructive or actual
         eviction or entitle Tenant to any abatement or reduction of rent.

C.       Limitation on Recovery for Property Damage

         Notwithstanding the provisions of subparagraphs A and B above, neither
         Landlord nor Tenant shall be liable to the other for any damage to the
         property of the other caused by fire, casualty or the actions of
         Landlord, Tenant or their employees, agents and contractors except to
         the extent such property damage is (a) not covered by the damaged
         party's insurance required to be maintained under the terms of this
         Lease (or if such insurance is not in effect as required, the amount of
         such damage which would not have been covered had the such insurance
         been in effect as required) ; (b) caused by the intentional actions of
         Landlord or Tenant; or (c) are caused by Tenant's installation or
         removal of alterations or trade fixtures as provided in the Lease. In
         connection with the foregoing waiver of claims, Landlord and Tenant
         hereby waive any rights of subrogation arising under their respective
         property insurance policies.

D.       Limitation on Landlord's Liability; Release of Trustees, Officers and
         Partners of Landlord

         Tenant agrees that in the event Tenant obtains a judgment or decree
         against Landlord arising out of the subject matter of this Lease which
         requires the payment of money by Landlord, Tenant's sole recourse for
         the satisfaction thereof shall be to (a) proceed against Landlord's
         interest in the Building or any proceeds therefrom or (b) offset the
         amount due under such judgment or decree against the sums due to
         Landlord hereunder and no other property or assets of Landlord, its
         successors or assigns, shall be subject to the levy, execution or other
         enforcement procedure for the satisfaction of any such judgment or
         decree. Tenant further hereby waives any and all right to assert any
         claim against or obtain any damages from, for any reason whatsoever,
         the trustees, directors, officers and partners of Landlord including
         all injuries, damages or losses to Tenant's property, real and
         personal, whether known, unknown, foreseen, unforeseen, patent or
         latent, which Tenant may have against Landlord or its directors,
         officers or partners. Tenant understands and acknowledges the
         significance and consequence of such specific waiver.

<PAGE>   20


         Landlord shall not be liable or responsible to Tenant for any loss or
         damage to any property or person occasioned by theft, fire, act of God,
         public enemy, injunction, riot, strike, insurrection, war, court order,
         requisition, or order of governmental body or authority.

SECTION XVI.  ASSIGNMENT AND SUBLETTING BY TENANT

A.       Tenant shall not directly or indirectly, voluntarily or by operation of
         law, sell, assign, encumber, pledge or otherwise transfer or
         hypothecate all or any part of the Premises or Tenant's leasehold
         estate hereunder (collectively an "Assignment"), or permit the Presided
         to be occupied by anyone other than Tenant or sublet the Premises or
         any portion thereof (collectively a "Sublease") without Landlord's
         prior written consent, which shall not be unreasonably withheld, being
         obtained in each instance, subject to the terms and conditions
         contained in this Section.

B        If Tenant desires at any time to enter into an Assignment or Sublease
         of the Premises or any portion thereof, Tenant shall, at least sixty
         (60) days prior to the effective date of the Assignment or Sublease,
         request in writing Landlord's consent to the Assignment or Sublease and
         provide the following:

         (1)      The name of the proposed assignee, sub-tenant or occupant;

         (2)      The nature of the proposed assignee's, subtenant's or
                  occupant's business to be carried on in the Premises;

         (3)      A copy of the proposed Assignment or Sublease; and

         (4)      Such financial information concerning the proposed assignee,
                  subtenant or occupant and other reasonable information
                  regarding the transaction which Landlord shall have requested
                  following its receipt of Tenant's request for consent.

C.       At any time within thirty (30) days after Landlord's receipt of the
         notice specified above, Landlord may by written notice to Tenant elect
         either to (a) consent to the proposed Assignment or Sublease, (b)
         refuse to consent to the proposed Assignment or Sublease or (c)
         terminate this Lease in full with respect to an Assignment or terminate
         in whole or in part with respect to a Sublease and enter into a lease
         directly with the proposed assignee or sublessee. In this regard,
         Landlord and Tenant agree (by way of example and without limitation)
         that it shall be reasonable for Landlord to withhold its consent if any
         of the following situations exist or may exist:

         (1)      The proposed transferee's use of the Premises conflicts with
                  the Permitted Use under this Lease or is a type of use that is
                  not desirable or compatible with other uses of the Building or
                  Project;

         (2)      In Landlord's reasonable business judgment, the proposed
                  assignee, sublessee or occupant lacks sufficient business
                  reputation or experience to operate a successful business of
                  the type and quality permitted under this Lease;

         (3)      Tenant is in default pursuant to this Lease or an event has
                  occurred which, with the passage of time and/or the giving of
                  notice, would constitute an event of default hereunder;

         (4)      The proposed transferee's financial condition is less
                  favorable than Tenant's financial condition as of the date of
                  this Lease.

D.       If Landlord consents to the Sublease or Assignment within said thirty
         (30) day period, Tenant may enter into such Assignment or Sublease of
         the Premises or portion thereof, but only upon the terms and conditions
         set forth in the notice furnished by Tenant to Landlord pursuant to
         Subsection B. above; provided, however, that in connection with such
         Assignment or Sublease, as a condition to Landlord's 

<PAGE>   21

         consent, Tenant shall pay to Landlord one hundred percent (100%) of the
         excess, if any, of (i) in the case of an Assignment, the rental and
         other payment obligations of the proposed assignee under the terms of
         the proposed Assignment over the rental and other payment obligations
         of Tenant under the terms of this Lease, or (ii) in the case of a
         Sublease, the amount proposed to be paid by the sublessee over the
         proportionate amount of rental and other payment obligations required
         to be paid by Tenant to Landlord under the terms of this Lease as
         applicable to the portion of the Premises subleased.

E.       No consent by Landlord to any Assignment or Sublease by Tenant shall
         relieve Tenant of any obligation to be performed by Tenant under this
         Lease, whether arising before or after the Assignment or Sublease. The
         consent by Landlord to any Assignment or Sublease shall not relieve
         Tenant of the obligation to obtain Landlord's express written consent
         to any other Assignment or Sublease. Any Assignment or Sublease that is
         not in compliance with this Section shall be void and, at the option of
         Landlord, shall constitute a material default by Tenant under this
         Lease. The acceptance of rent or payment of any other monetary
         obligation by Landlord from a proposed assignee or sublessee shall not
         constitute the consent by Landlord to such Assignment or Sublease.
         Tenant shall promptly provide to Landlord a copy of the fully executed
         Sublease or Assignment.

F.       Any sale or other transfer, including transfer by consolidation, merger
         or reorganization, of fifty-one percent (51%) or more of the voting
         stock or membership interests of Tenant, if Tenant is a corporation or
         limited liability company or, or any sale or other transfer of
         fifty-one percent (51%) or more of the partnership interest in Tenant,
         if Tenant is a partnership, shall be an Assignment for purposes of this
         Section. As used in this Subsection, the term "Tenant" shall also mean
         any entity that has guaranteed Tenant's obligation under this Lease,
         and the prohibition hereof shall be applicable to any sales or
         transfers of stock or partnership interests of said guarantor.

G.       Each assignee or other transferee, other than Landlord, shall assume,
         as provided in this Subsection, all obligations of Tenant under this
         Lease and shall be and remain liable jointly and severally with Tenant
         for the payment of Monthly Rental and all other monetary obligations
         hereunder, and for the performance of all the terms, covenants,
         conditions and agreements herein contained on Tenant's part to be
         performed for the remainder of the Term. No Assignment or Sublease
         shall be binding on Landlord unless the assignee, sublessee or Tenant
         shall deliver to Landlord a counterpart of the Assignment or Sublease .
         In connection with an Assignment, Tenant or the assignee shall deliver
         an instrument (acceptable in form and substance to Landlord and in
         recordable form, whereby the assignee assumes all of the terms,
         covenants, conditions and agreements of the Lease. However the failure
         or refusal of the assignee to execute such instrument of assumption
         shall not release or discharge the assignee from its liability as set
         forth above. In connection with a Sublease, Tenant or the sublessee
         shall deliver to Landlord an instrument (acceptable in form and
         substance to Landlord and in recordable form) agreeing that sublessee
         shall be bound by all of the terms and conditions of the Lease, other
         than those pertaining to rent, applicable to the subleased space and
         that sublessee shall, at Landlord's sole option, attorn to Landlord as
         lessor under the Sublessee if this Lease is terminated for any reason
         and Landlord chooses to keep the Sublease in effect.

H.       If this Lease is assigned to any person or entity pursuant to the
         provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et. seq., (the
         "Bankruptcy Code"), any and all monies or other consideration payable
         or otherwise to be delivered in connection with such assignment shall
         be paid or delivered to Landlord, shall be and remain the exclusive
         property of Landlord and shall not constitute property of Tenant or of
         the estate of Tenant within the meaning of the Bankruptcy Code. Any and
         all monies or other considerations constituting Landlord's property
         under the preceding sentence not paid or delivered to Landlord shall be
         held in trust for the benefit of Landlord and be promptly paid or
         delivered to Landlord.

I.       Any person or entity to which this Lease is assigned pursuant to the
         provisions of the Bankruptcy Code, shall be deemed, without further act
         or deed, to have assumed all of the obligations arising under this
         Lease 

<PAGE>   22

         on and after the date of such assignment. Any such assignee shall upon
         demand execute and deliver to Landlord an instrument confirming such
         assumption.

J.       Tenant shall pay Landlord's expenses and attorneys, fees incurred in
         processing an Assignment or Sublease, but in no event less than Five
         Hundred Dollars ($500.00), for each such proposed transfer to cover the
         legal review and administrative expenses of Landlord, whether or not
         Landlord shall grant its consent to such proposed transfers.


SECTION XVII.  TRANSFER OF LANDLORD'S INTEREST

In the event Landlord shall sell or otherwise convey its title to the Building,
then, after the effective date of such sale or conveyance Landlord shall have no
further liability under this Lease to Tenant except as to matters of liability
which have accrued and are unsatisfied as of the date of sale or conveyance, and
Tenant shall seek performance solely from Landlord's purchaser or successor in
title. In connection with such sale or transfer, Landlord may assign its
interest under this Lease without notice to or consent by Tenant. In such event,
Tenant agrees to be bound to any successor Landlord.


SECTION XVIII.  DAMAGE AND DESTRUCTION

A.       Minor Insured Damage

         In the event the Premises or the Building, or any portion thereof, is
         damaged or destroyed by any casualty that is covered by the insurance
         maintained by Landlord pursuant to Section XIV. above, then Landlord
         shall rebuild, repair and restore the damaged portion thereof, provided
         that (1) the amount of insurance proceeds available to Landlord equals
         or exceeds the cost of such rebuilding, restoration and repair, (2)
         such rebuilding, restoration and repair can be completed within one
         hundred twenty (120) days after the Premises or the Building is so
         damaged or destroyed in the opinion of a registered architect or
         engineer appointed by Landlord, (3) the damage or destruction has
         occurred more than twelve (12) months before the expiration of the Term
         and (4) such rebuilding, restoration, or repair is then permitted,
         under applicable governmental laws, rules and regulations, to be done
         in such a manner as to return the damaged portion thereof to
         substantially its condition immediately prior to the damage or
         destruction, including, without limitation, the same net rentable floor
         area. To the extent that insurance proceeds must be paid to a mortgagee
         or beneficiary under, or must be applied to reduce any indebtedness
         secured by, a mortgage or deed of trust encumbering the Premises,
         Building or Project, such proceeds, for the purposes of this Subsection
         shall be deemed not available to Landlord unless such mortgagee or
         beneficiary permits Landlord to use such proceeds for the rebuilding,
         restoration, and repair of the damaged portion thereof. Notwithstanding
         the foregoing, Landlord shall have no obligation to repair any damage
         to, or to replace any of, Tenant's personal property, furnishings,
         trade fixtures, equipment or other such property or effects of Tenant.

B.       Major or Uninsured Damage

         In the event the Premises or the Building, or any portion thereof, is
         damaged or destroyed by any casualty to the extent that Landlord is not
         obligated, under Subsection A. above, to rebuild, repair or restore the
         damaged portion thereof, then Landlord shall within thirty (30) days
         after such damage or destruction, notify Tenant of its election, at its
         option, to either (1) rebuild, restore and repair the damaged portions
         thereof, in which case Landlord's notice shall specify the time period
         within which Landlord estimates such repairs or restoration can be
         completed; or (2) terminate this Lease effective as of the date the
         damage or destruction occurred. if Landlord does not give Tenant
         written notice within thirty (30) days after the damage or destruction
         occurs of its election to rebuild or restore and repair the damaged
         portions thereof, Landlord shall be deemed to have elected to terminate
         this Lease. Notwithstanding the foregoing, if Landlord does not elect
         to terminate this Lease, Tenant may terminate this Lease if either (i)
         Landlord 

<PAGE>   23

         notifies Tenant that such repair or restoration cannot be completed
         within one hundred twenty (120) days after the damage or (ii) the
         damage or destruction occurs within the last twelve (12) months of the
         Term, unless Tenant's actions or omissions are the cause of the damage.
         If Tenant has the right to terminate the Lease in accordance with the
         above provisions, Tenant may so elect by written notice to Landlord
         which must be given within fifteen (15) days after Tenant's receipt of
         Landlord's notice of its election to rebuild. Upon Landlord's receipt
         of such notice, the termination shall be effective as of the date the
         destruction occurred.

C.       Abatement of Rent

         There shall be an abatement of rent by reason of damage to or
         destruction of the Premises or the Building, or any portion thereof, to
         the extent that either (i) Landlord received insurance proceeds for
         loss of rental income attributable to the Premises or (ii) the floor
         area of the Premises cannot be reasonably used by Tenant for conduct of
         its business, in which event the Monthly Rental shall abate
         proportionately according to (i) or (ii) above, as appropriate,
         commencing on the date that the damage to or destruction of the
         Premises or Building has occurred, and except that, if Landlord or
         Tenant elects to terminate this Lease as provided in Subsection B.
         above, no obligation shall accrue under this Lease after such
         termination. Notwithstanding the provisions of this Section, if any
         such damage is due to the fault or neglect of Tenant, any person
         claiming through or under Tenant, or any of their employees, suppliers,
         shippers, servants, customers or invitees, then there shall be no
         abatement of rent by reason of such damage, unless and until Landlord
         is reimbursed for such abatement pursuant to any rental insurance
         policy that Landlord may, in its sole discretion, elect to carry.
         Tenant's right to terminate this Lease in the event of any damage or
         destruction to the Premises or Building, is governed by the terms of
         this Section and therefore Tenant hereby expressly waives the
         provisions of any and all laws, whether now or hereafter in force, and
         whether created by ordinance, statute, judicial decision,
         administrative rules or regulations, or otherwise, that would cause
         this Lease to be terminated, or give Tenant a right to terminate this
         Lease, upon any damage to or destruction of the Premises or Building
         that occurs.


SECTION XIX.  CONDEMNATION

A.       Total or Partial Taking

         If all or substantially all of the Premises is permanently condemned or
         taken in any manner for public or quasi-public use, including but not
         limited to, a conveyance or assignment in lieu of the condemnation or
         taking, this Lease shall automatically terminate as of the earlier of
         the date on which actual physical possession is taken by the condemnor
         or the date of dispossession of Tenant as a result of such condemnation
         or other taking. If less than all or substantially all of the Premises
         is so condemned or taken, this Lease shall automatically terminate only
         as to the portion of the Premises so taken as of the earlier of the
         date on which actual physical possession is taken by the condemnor or
         the date of dispossession of Tenant as a result of such condemnation or
         taking. If such portion of the Building is condemned or otherwise taken
         so as to require, in the opinion of Landlord, a substantial alteration
         or reconstruction of the remaining portions thereof, this Lease may be
         terminated by Landlord, as of the date on which actual physical
         possession is taken by the condemnor or dispossession of Tenant as a
         result of such condemnation or taking, by written notice to Tenant
         within sixty (60) days following notice to Landlord of the date on
         which such physical possession is taken or dispossession will occur.

B.       Award

         Landlord shall be entitled to the entire award in any condemnation
         proceeding or other proceeding for taking the Premises, Building or
         Project for public or quasi-public use, including, without limitation,
         any award made for the value of the leasehold estate created by this
         Lease. No award for any partial or total taking shall be apportioned,
         and Tenant hereby assigns to Landlord any award that may be made in
         such proceeding for condemnation or other taking, together with any and
         all rights of Tenant now or hereafter 
<PAGE>   24

         arising in or to the same or any part thereof. Although all damages in
         the event of any condemnation shall belong to Landlord whether such
         damages are awarded as compensation for diminution in value of the
         leasehold or to the Landlord's fee, Tenant shall have the right to
         claim and recover from the condemnor, but not from Landlord, such
         compensation as may be separately awarded or recoverable by Tenant in
         Tenant's own right on account of the interruption of or damage to
         Tenant's business by reason of the condemnation and for or on account
         of any cost or loss to which Tenant might incur in removing Tenant's
         merchandise, furniture and other personal property, fixtures, and
         equipment from the Premises.

C.       Abatement in Rent

         In the event of a partial condemnation or other taking that does not
         result in a termination of this Lease as to the entire Premises
         pursuant to this Section, the rent and all other charges under this
         Lease shall abate in proportion to the portion of the Premises taken by
         such condemnation or other taking. If this Lease is terminated, in
         whole or in part, pursuant to any of the provisions of this Section,
         all rentals and other charges payable by Tenant to Landlord hereunder
         and attributable to the Premises taken shall be paid up to the date
         upon which actual physical possession shall be taken by the condemnor.
         Landlord shall be entitled to retain all of the Security Deposit until
         such time as this Lease is terminated as to all of the Premises.

D.       Temporary Taking

         If all or any portion of the Premises is temporarily condemned or
         otherwise taken for public or quasi-public use for a limited period of
         time, this Lease shall remain in full force and effect and Tenant shall
         continue to perform all terms, conditions and covenants of this Lease;
         provided, however, the rent and all other charges payable by Tenant to
         Landlord hereunder shall abate during such limited period in proportion
         to the portion of the Premises that is rendered untenable and unusable
         as a result of such condemnation or other taking. Landlord shall be
         entitled to receive the entire award made in connection with any such
         temporary condemnation or other taking. Tenant shall have the right to
         claim and recover from the condemnor, but not from Landlord, such
         compensation as may be separately awarded or recoverable by Tenant in
         Tenant's own right on account of damages to Tenant's business by reason
         of the condemnation and for or on account of any cost or loss to which
         Tenant might be put in removing Tenant's merchandise, furniture and
         other personal property, fixtures, and equipment or for the
         interruption of or damage to Tenant's business.

E.       Transfer of Landlord's Interest to Condemnor

         Landlord may, without any obligation or liability to Tenant, agree to
         sell and/or convey to the condemnor the Premises, the Building, the
         Project or any portion thereof, sought by the condemnor, free from this
         Lease and the rights of Tenant hereunder, without first requiring that
         any action or proceeding be instituted or, if instituted, pursued to a
         judgment. In such event, this Lease shall be deemed terminated
         effective on the date of such transfer.


SECTION XX.  DEFAULT

A.       Tenant's Default

         The occurrence of any of the following events shall constitute a
         default hereunder by Tenant:

         (1)    If Tenant abandons or vacates all or a substantial portion of
                the Premises;

         (2)    If Tenant fails to pay any rent or other charges required to be
                paid by Tenant under this Lease and such failure continues for
                five (5) days after receipt of written notice that such payment
                is due and payable; provided, however, that the obligation of
                Tenant to pay a late charge or interest pursuant to this Lease
                shall commence as of the due date of the rent or such other
                monetary obligation and not on the expiration of such five (5)
                day grace period;

<PAGE>   25

         (3)    If Tenant involuntarily transfers Tenant's interest in this
                Lease or voluntarily attempts to or actually transfers its
                interest in this Lease, without Landlord's prior written
                consent;

         (4)    If Tenant files a voluntary petition for relief, or if an
                involuntary petition against Tenant, is filed in a proceeding
                under the United States Bankruptcy Code or other federal or
                state insolvency laws and is not withdrawn or dismissed within
                forty-five (45) days thereafter; or if under the provisions of
                any law providing for reorganization or winding up of
                corporations, any court of competent jurisdiction assumes
                jurisdiction, custody or control of Tenant or any substantial
                part of the Premises or any of Tenant's personal property
                located at the Premises and such jurisdiction, custody or
                control remains in force unrelinquished, unstayed or
                unterminated for a period of forty-five (45) days;

         (5)    If in any proceeding or action in which Tenant is a party, a
                trustee, a receiver, agent or custodian is appointed to take
                charge of the Premises or any of Tenant's personal property
                located at the Premises (or has the authority to do so) for the
                purpose of enforcing a lien against the Premises or Tenant's
                personal property;

         (6)    If Tenant shall make any general assignment for the benefit of
                creditors or convene a meeting of its creditors or any class
                thereof for the purpose of effecting a moratorium upon or
                composition of its debts, or any class thereof;

         (7)    If Tenant fails to discharge any lien placed as a result of
                Tenant's action or inaction upon the Premises, the Building or
                the Project within ten (10) days after the imposition of such
                lien;

         (8)    If Tenant is a partnership or consists of more than one (1)
                person or entity, if any partner of the partnership or other
                person or entity is involved in any of the acts or events
                described in subparagraphs (1) through (8) above;

         (9)    If Tenant fails to promptly and fully perform any other
                covenant, condition or agreement contained in this Lease (other
                than as provided in subparagraphs (1) through (8) above) and
                such failure continues for ten (10) days after written notice
                thereof from Landlord to Tenant, or if such failure cannot be
                completely cured within such ten (10) day period, then if Tenant
                fails to commerce such cure within such ten (10) day period and
                thereafter proceed to completely cure such failure within thirty
                (30) days after such written notice.

B.       Remedies

         Upon the occurrence of a default by Tenant that is not cured by Tenant
         within any applicable grace period specified above, Landlord shall have
         the following rights and remedies in addition to all other rights and
         remedies available to Landlord at law or in equity, which shall be
         cumulative and non-exclusive:

         (1)    The right to declare this Lease and the term of this Lease
                terminated; to re-enter the Premises and the improvements
                located thereon, with or without process of law; to eject all
                parties in possession thereof therefrom; to repossess and enjoy
                the Premises together with all said improvements; and to recover
                from Tenant all of the following:

                (a)     The worth at the time of award of the unpaid rent which
                        had been earned at the time of termination;

                (b)     The worth at the time of award of the amount by which
                        the unpaid rent which would have been earned after
                        termination until the time of award exceeds the amount
                        of such rental loss that Tenant proves could have been
                        reasonably avoided;

<PAGE>   26


                (c)     The worth at the time of award of the amount by which
                        the unpaid rent for the balance of the Term after the
                        time of award exceeds the amount of rental loss that
                        Tenant proves could be reasonably avoided; and

                (d)     Any other amount necessary to compensate Landlord for
                        all the detriment proximately caused by Tenant's failure
                        to perform its obligations under this Lease or which in
                        the ordinary course of things would be likely to result
                        therefrom, including, but not limited to, any attorneys'
                        fees, broker's commissions or finder's fees (not only in
                        connection with the reletting of the Premises, but also
                        that portion of any leasing commission paid by Landlord
                        in connection with this Lease which is applicable to
                        that portion of the Lease Term which is unexpired as of
                        the date on which this Lease is terminated); any costs
                        for repairs, clean-up, refurbishing, removal (including
                        the repair of any damage caused by such removal) and
                        storage (or disposal) of Tenant's personal property,
                        equipment, fixtures, and anything else that Tenant is
                        required (under this Lease) to remove but does not
                        remove; any costs for alterations. additions and
                        renovations; and any other costs and expenses, including
                        reasonable attorney's fees and costs incurred by
                        Landlord in regaining possession of and reletting (or
                        attempting to relet) the Premises.

         (2)    The right to continue this Lease in effect and to enforce all of
                Landlord's rights and remedies under this Lease, including the
                right to recover rent and any other additional monetary charges
                as they become due, for as long as Landlord does not terminate
                Tenant's right to possession. Acts of maintenance or
                preservation, efforts to relet the Premises or the appointment
                of a receiver upon Landlord's initiative to protect its interest
                under this Lease shall not constitute a termination of Tenant's
                right to possession.

         (3)    The right: to re-enter the Premises; to eject therefrom all
                parties in possession thereof; at any time and from time to
                time, but without obligation to do so, to relet the Premises and
                the improvements located therein or any part or parts thereof
                for the account of Tenant, or otherwise, and to receive and
                collect the rents therefor, and apply the same (i) first to the
                payment of the following costs and expenses which Landlord may
                have paid, assumed or incurred: (a) costs in recovering
                possession of the Premises and said improvements, including
                attorneys' fees, and costs; (b) expenses for placing the
                Premises and said improvements in good order and condition, for
                decorating and preparing the Premises for reletting; (c) costs
                in making any alterations, repairs, changes or additions to the
                Premises that may be necessary or convenient; (d) all other
                costs and expenses, including leasing and subleasing
                commissions, and charges paid, assumed or incurred by Landlord
                in or upon reletting the Premises and said improvements, or in
                fulfillment of the covenants of Tenant under this Lease; and
                (ii) then to the payment of Monthly Rental, Tenant's
                Proportionate Share of Common Operating Costs, and other
                monetary obligations due and unpaid hereunder. Any such
                reletting may be for the remainder of the term of this Lease or
                for a longer or shorter period in Landlord's sole and absolute
                discretion. Landlord may execute any lease or sublease made
                pursuant to the terms of this subparagraph either in its own
                name or in the name of Tenant as its agent, as Landlord may see
                fit. The tenant(s) or subtenant(s) thereunder shall be under no
                obligation whatsoever with regard to the application by Landlord
                of any rent collected by Landlord from such tenant or subtenant
                to any and all sums due and owing or which may become due and
                owing under the provisions of this Lease, nor shall Tenant have
                any right or authority whatever to collect any rent whatever
                from such tenant(s) or subtenant(s). If Tenant has been credited
                with any rent received by such reletting and such rent shall not
                be promptly paid to Landlord by the tenant(s) or subtenant(s),
                or if such rentals received from reletting during any month are
                less than those to be paid during that month by Tenant
                hereunder, Tenant shall pay any such deficiency to Landlord.
                Such deficiency shall be calculated and paid monthly. For all
                purposes set forth in this subsection, Landlord is hereby
                irrevocably appointed as agent for Tenant. No taking possession
                of the Premises by Landlord shall be construed as Landlord's
                acceptance of a surrender of the Premises by Tenant or an
                election of Landlord's part to terminate this Lease unless
                written notice of such intention is given to Tenant.
                Notwithstanding 
<PAGE>   27

                any such leasing or subletting without termination of this
                Lease, Landlord may at any time thereafter elect to terminate
                this Lease for Tenant's previous breach.

         (4)    The right to have a receiver appointed for Tenant, upon
                application by Landlord, to take possession of the Premises and
                to apply any rental collected from the Premises and exercise all
                other rights and remedies granted to Landlord pursuant to this
                Section.


SECTION XXI.  LATE PAYMENTS/INTEREST AND LATE CHARGES

A.       Interest

         Any amount due from Tenant to Landlord which is not paid when due shall
         bear interest at twelve percent (12%) from the date such payment is due
         until paid, except that amounts spent by Landlord on behalf of Tenant
         as provided in this Lease shall bear interest at such rate from the
         date of disbursement by Landlord which Tenant agrees is to compensate
         Landlord for Tenant's use of Landlord's money after it is due. Payment
         of such interest shall not excuse or cure any default by Tenant
         pursuant to this Lease. Such rate shall remain in effect after the
         occurrence of any breach or default hereunder by Tenant to and until
         payment of. the entire amount due.

B.       Late Charges

         Tenant hereby acknowledges that in addition to lost interest, the late
         payment by Tenant to Landlord of rent or any other sums due hereunder
         will cause Landlord to incur other costs not contemplated in this
         Lease, the exact amount of which will be extremely difficult and
         impracticable to ascertain. Such other costs include, but are not
         limited to processing, administrative and accounting costs.
         Accordingly, if any installment of rent or any additional rent or other
         sum due from Tenant shall not be received by Landlord when such amount
         shall be due (without regard to any grace period prior to default
         granted in this Lease), Tenant shall pay to Landlord as additional rent
         hereunder a late charge equal to five percent (5%) of such overdue
         amount. The parties hereby agree that (i) such late charge represents a
         fair and reasonable estimate of the costs Landlord will incur in
         processing such past-due payment by Tenant, (ii) such late charge shall
         be paid to Landlord as liquidated damages for each delinquent payment,
         and (iii) the payment of the late charge is to compensate Landlord for
         the additional administrative expense incurred by Landlord in handling
         and processing delinquent payments.

C.       Consecutive Late Payment of Rent

         Following each second consecutive late payment of rent, Landlord shall
         have the option (i) to require that beginning with the first payment of
         rent next due, rent shall no longer be paid in monthly installments but
         shall be payable quarterly three (3) months in advance and/or (ii) to
         require that the Tenant increase the amount, if any, of the Security
         Deposit by one hundred percent (100%), which additional Security
         Deposit shall be retained by Landlord, and may be applied by Landlord,
         in the manner provided for Security Deposits in this Lease.

D.       No Waiver

         Neither assessment nor acceptance of partial payments, interest or late
         charges by Landlord shall constitute a waiver of Tenant's default with
         respect to such overdue amount, nor prevent Landlord from exercising
         any of its other rights and remedies under this Lease. Nothing
         contained in this Section shall be deemed to condone, authorize,
         sanction or grant to Tenant an option for the late payment of rent,
         additional rent or other sums due hereunder, and Tenant shall be deemed
         in default with regard to any such payments should the same not be made
         by the date on which they are due.

<PAGE>   28

SECTION XXII.  LIEN FOR RENT       (Intentionally Deleted)


SECTION XXIII. HOLDING OVER

Any holding over by Tenant in the possession of the Premises, or any portion
thereof, after the expiration of the Term, with or without the consent of
Landlord, shall require Tenant to pay one hundred fifty percent (150%) of the
Monthly Rental herein specified for the last month in the Term (prorated on a
monthly basis), unless Landlord shall specify a lesser amount for rent in its
sole discretion, together with an amount estimated by Landlord for the monthly
Common Operating Costs payable under this Lease. If Tenant holds over with
Landlord's consent, such occupancy shall be deemed a month to month tenancy and
such tenancy shall otherwise be on the terms and conditions herein specified in
this Lease as far as applicable. Notwithstanding the foregoing provisions or the
acceptance by Landlord of any payment by Tenant, any holding over without
Landlord's consent shall constitute a default by Tenant and shall entitle
Landlord to pursue all remedies provided in this Lease and Tenant shall be
liable for any and all direct or consequential damages or losses of Landlord
resulting from Tenant's holding over without Landlord's consent.


SECTION XXIV.  ATTORNEYS' FEES

Tenant shall pay to Landlord all costs and expenses, including, but not limited
to, reasonable attorneys, fees and amounts paid to any collection agency,
incurred by Landlord in connection with any breach or default by Tenant under
this Lease or incurred in order to enforce or interpret the terms or provisions
of this Lease. Such amounts shall be payable immediately upon demand. In
addition, if any action shall be instituted by either Landlord or Tenant for the
enforcement or interpretation of any of its rights or remedies in or under this
Lease, the prevailing party shall be entitled to recover from the losing party
all costs incurred by the prevailing party in said action and any appeal
therefrom, including reasonable attorneys' fees and court costs to be fixed by
the court therein. In the event Landlord is made a party to any litigation
between Tenant and any third party, then Tenant shall reimburse Landlord for all
costs and attorneys' fees incurred by or imposed upon Landlord in connection
with such litigation unless Landlord is ultimately held to be liable.


SECTION XXV.   MORTGAGEE PROTECTIONS

A.       Subordination; Nondisturbance

         The rights of Tenant under this Lease are and shall be, at the option
         of Landlord or the mortgagee, beneficiary or master or ground lessor
         under the following instruments, either subordinate or superior to any
         mortgage or deed of trust (including a consolidated mortgage or deed of
         trust) constituting a lien on the Premises, Building or Project, or on
         any part thereof or Landlord's interest therein and to any ground or
         master lease if Landlord's title to the Premises or any part thereof is
         or shall become a leasehold interest, whether such mortgage, deed of
         trust, ground or master lease is placed on the Premises, Building or
         Project before or after the date of this Lease; provided however that
         notwithstanding any such subordination, Tenant's right to occupy the
         Premises pursuant to this Lease shall remain in effect for the full
         Term as long as Tenant is not in default hereunder . To further assure
         the foregoing subordination or superiority, Tenant shall, upon
         Landlord's request, together with the request of any mortgagee under a
         mortgage or beneficiary under a deed of trust or ground or master
         lessor, execute any instrument (including without limitation an
         amendment to this Lease that does not materially and adversely affect
         Tenant's rights or duties under this Lease), or instruments intended to
         subordinate this Lease (subject to Tenant's nondisturbance rights, or
         at the option of Landlord, to make it superior to any mortgage, deed of
         trust, or ground or master lease.

B.       Attornment


<PAGE>   29

         Notwithstanding and in addition to the provisions of Subsection A.
         above, Tenant agrees (1) to attorn to any mortgagee of a mortgage or
         beneficiary of a deed of trust encumbering the Premises and to any
         party acquiring title to the Premises by judicial foreclosure,
         trustee's sale, or deed in lieu of foreclosure, and to any ground or
         master lessor, as the successor to Landlord hereunder and (2) to
         execute any attornment agreement evidencing such attornment requested
         by a mortgagee, beneficiary, ground or master lessor, or party making a
         loan secured by the Premises, Building or Project or so acquiring title
         to the Premises, and (3) that this Lease shall remain in force
         notwithstanding any such judicial foreclosure, trustee's sale, deed in
         lieu of foreclosure, or merger of titles. Notwithstanding the
         foregoing, neither a mortgagee of a mortgage or beneficiary of a deed
         of trust encumbering the Premises, any party acquiring title to the
         Premises by judicial foreclosure, trustee sale, or deed in lieu of
         foreclosure, or any ground lessor or master lessor, as the successor to
         Landlord hereunder, shall be liable or responsible for any breach of a
         covenant contained in this Lease that occurred before such party
         acquired its interest in the Premises or for any continuing breach
         thereof until after the successor Landlord has received the notice and
         right to cure as provided herein, and no such party shall be liable or
         responsible for any security deposits held by Landlord hereunder which
         have not been transferred or actually received by such party, and such
         party shall not be bound by any payment of rent or additional rent for
         more than two (2) months in advance.


SECTION XXVI.     ESTOPPEL CERTIFICATE/FINANCIAL STATEMENTS

A.       Estoppel Certificate

         Tenant, at any time and from time to time upon not less than ten (10)
         days prior written notice from Landlord, agrees to execute and deliver
         to Landlord a statement in the form provided by Landlord (a) certifying
         that this Lease is unmodified and in full force and effect, or, if
         modified, stating the nature of such modification and certifying that
         this Lease, as so modified, is in full force and effect and the date to
         which the rent and other charges are paid in advance, if any; (b)
         acknowledging that there are not, to Tenant's knowledge, any uncured
         defaults on the part of Landlord hereunder, or specifying such defaults
         if they are claimed evidencing the status of this Lease; (c)
         acknowledging the amount of the Security Deposit held by Landlord; and
         (d) containing such other information regarding this Lease or Tenant as
         Landlord reasonably requests. Tenant's failure to deliver an estoppel
         certificate within such time shall be conclusive upon Tenant that (i)
         this Lease is in full force and effect without modification except as
         may be represented by Landlord, (ii) to Tenant's knowledge there are no
         uncured defaults in Landlord's performance, (iii) no rent has been paid
         in advance except as set forth in this Lease, and (iv) such other
         information regarding this Lease and Tenant set forth therein by
         Landlord is true and complete.

B.       Furnishing of Financial Statements

         Landlord has reviewed the financial statements, if any, requested and
         received from the Tenant and has relied upon the truth and accuracy
         thereof with Tenant's knowledge and representations of the truth and
         accuracy of such statements and that said statements accurately and
         fairly depict the financial condition of Tenant. Said financial
         statements are an inducing factor and consideration for the entering
         into of this Lease by Landlord with this particular Tenant. Tenant
         shall, at any time and from time to time upon not less than ten (10)
         days prior written notice from Landlord, furnish Landlord with (a)
         Tenant's most recent audited financial statements, including a balance
         sheet and income statement, or a document in which Tenant states that
         its books are not independently audited, and (b) unaudited financial
         statements, including a balance sheet and income statement, dated
         within ninety (90) days of the request from Landlord.


SECTION XXVII.  PARKING

Landlord agrees to maintain or cause to be maintained an automobile parking area
and to maintain and operate, or cause to be maintained and operated, said
automobile parking area during the Term of this Lease for the benefit and use of
the customers, service suppliers, other invitees and employees of Tenant.
Whenever the words "automobile" 

<PAGE>   30

or "parking area" are used in this Lease, it is intended that the same shall
include, whether in a surface parking area or a parking structure, the
automobile parking stalls, driveways, loading docks, truck areas, service
drives, entrances and exits and sidewalks, landscaped areas, pedestrian
passageways in conjunction therewith and other areas designed for parking.
Landlord shall keep said automobile parking area in a reasonably neat, clean and
orderly condition, lighted and landscaped, and shall repair any damage to the
facilities thereof, the cost of which shall be included in Common Operating
Costs as defined above. Landlord shall also have the right to establish such
reasonable rules and regulations as may be deemed desirable, at Landlord's sole
discretion, for the proper and efficient operation and maintenance of said
automobile parking area. Such rules and regulations may include, without
limitation, (i) restrictions in the hours during which the automobile parking
area shall be open for use, (ii) the establishment of charges for parking
therein (on either a reserved or unreserved basis, at Landlord's sole
discretion) by tenants of the Building and Project as well as by their
employees, customers and service suppliers, and (iii) the use of parking gates,
cards, permits and other control devices to regulate the use of the parking
areas.

The rights of Tenant and its employees, customers, service suppliers and
invitees to use the automobile parking area shall at all times be subject to (a)
Landlord's right to establish rules and regulations applicable to such use and
to exclude any person therefrom who is not authorized to use same or who
violates such rules and regulations; (b) the rights of Landlord and other
tenants in the Building and Project to use the same in common with Tenant and
its employees, customers, service suppliers and invitees, (c) the availability
of parking spaces in said automobile parking area, and (d) Landlord's right to
change the location and configuration of the parking areas and any assigned
reserved parking spaces as shall be determined at Landlord's sole discretion.
Tenant agrees to limit its use of the Automobile Parking Area tot he number and
type of parking spaces specified in the subsection entitled "Tenant Parking
Spaces" in Section I.

Notwithstanding the foregoing, nothing contained herein shall be deemed to
impose liability upon Landlord for personal injury or theft, for damage to any
motor vehicle, or for loss of property from within any motor vehicle, which is
suffered by Tenant or any of its employees, customers, service suppliers or
other invitees in connection with their use of said automobile parking area.


SECTION XXVIII.  SIGNS; NAME OF BUILDING

Tenant shall not have the right to place, construct, or maintain on or about the
Premises, Building or Project, or in any interior portions of the Premises or
Building that may be visible from the exterior of the Building or Common Areas,
any signs, names, insignia, trademark, advertising placard, descriptive material
or any other similar item ("Sign") without Landlord's prior written consent,
which consent may be withheld in Landlord's sole discretion. In the event
Landlord consents to Tenant placing a Sign on or about the Premises, Building or
Project, any such Sign shall be subject to Landlord's approval of the color,
size, style and location of such Sign, and shall conform to any current or
future Sign criteria established by Landlord for the Building or Project. If
Landlord enacts a Sign criteria or revises an existing Sign criteria, after
Tenant has erected a Sign to which Landlord has granted its consent, if Landlord
so elects, Tenant agrees, at Landlord's expense but subject to Landlord's prior
approval of the cost thereof, to make the necessary changes to its Sign in order
to conform the Sign to Landlord's current Sign criteria, as enacted or revised,
provided that such changes shall be limited to the color, size, style and
location of Tenant's Sign and that Tenant shall not be required to change the
content of its Sign. In the event Landlord consents to Tenant's placement of a
Sign on the Building, Tenant shall, at its sole cost, (i) maintain such sign in
first class condition during the Term and (ii) and remove such Sign from the
Building at the end of the Term and restore the Building to the same condition
as before the installation of the Sign, ordinary wear and tear excepted,
including removing any discoloration of the Building caused by the presence of
such sign.

Landlord reserves the right at any time it deems necessary or appropriate to (a)
place Signs at any location on the Building and Project as it deems necessary
and (b) change the name, address or designation of the Building and Project.

SECTION XXIX.  QUIET ENJOYMENT
<PAGE>   31

Upon payment by Tenant of the charges herein provided, and upon the observance
and performance of all the covenants, terms and conditions on Tenant's part to
be observed and performed, Tenant shall peaceably and quietly hold and enjoy the
Premises for the Term without hindrance or interruption by Landlord or any other
person or persons lawfully or equitably claiming by, through or under Landlord,
subject, nevertheless, to the terms and conditions of this Lease and any
mortgage and/or deed of trust to which this Lease is subordinate.


SECTION XXX.  BROKERS AND AGENTS

Tenant warrants and represents that it has not dealt with any real estate broker
or agent in connection with this Lease or its negotiation except the Broker
identified in Section I. Tenant shall indemnify and hold Landlord harmless from
any cost, expense or liability (including costs of suit and reasonable
attorneys' fees) for any compensation, commission or fees claimed by any other
real estate broker or agent in connection with this Lease or its negotiation by
reason of any act of Tenant. Further, Tenant agrees that Landlord shall not be
responsible for, and Tenant shall indemnify and hold Landlord harmless from and
such liability for compensation, commission or fees claimed by any real estate
broker or agent representing Tenant in connection with any renewal, extension
modification or other matter relating to this Lease.


SECTION XXXI.  NOTICES

Any notice, demand, approval, consent, bill, statement or other communication
("Notice") required or desired to be given under this Lease shall be in writing
addressed to Tenant at Tenant's Address for Notice or to Landlord at Landlord's
Address for Notice, above and shall be personally served or given by pre-paid
Certified U.S. mail, return receipt requested, or "overnight" delivery service
with written receipt. In the case of personal delivery, any Notice shall be
deemed to have been given when delivered; in the case of service by certified
mail, any Notice shall be deemed delivered on the date of receipt or refusal or
non-delivery indicated on the return receipt; and in the case of overnight
delivery service, any Notice shall be deemed given when delivered as evidenced
by a receipt. If more than one Tenant is named under this Lease, service of any
Notice upon any one of said Tenants shall be deemed as service upon all of such
Tenants. The parties hereto and their respective heirs, successors, legal
representatives, and assigns may from time to time change their respective
addresses for Notice by giving at least fifteen (15) days' written notice to the
other party, delivered in compliance with this Section.


SECTION XXXII.  NOTICE AND CURE TO LANDLORD AND MORTGAGEE

On any act or omission by Landlord which gives, or which Tenant claims or
intends to claim gives, Tenant the right to recover damages from Landlord or the
right to terminate this Lease by reason of a constructive or actual eviction
from all or part of the Premises, or otherwise, Tenant shall not sue for damages
or attempt to terminate this Lease until it has given written notice of the act
or omission to Landlord and to the holder(s) of the indebtedness or other
obligations secured by any mortgage or deed of trust affecting the Premises as
identified by Landlord, and a reasonable period of time for remedying the act or
omission has elapsed following the giving of the notice, during which time
Landlord and the lienholder(s), or either of them, their agents or employees,
may enter upon the Premises and do therein whatever is necessary to remedy the
act or omission. During the period after the giving of notice and during the
remedying of the act or omission, the Monthly Rental payable by Tenant shall not
be abated and apportioned except to the extent that the Premises are
untenantable as a direct result of Landlord's breach of its obligations
hereunder.


SECTION XXXIII.  GENERAL

A.       Paragraph Headings


<PAGE>   32

         The paragraph headings used in this Lease are for the purposes of
         convenience only. They shall not be construed to limit or to extend the
         meaning of any part of this Lease.

B.       Incorporation of Prior Agreements: Amendments

         This Lease contains all agreements of Landlord and Tenant with respect
         to any matter mentioned, or dealt with, herein. No prior agreement or
         understanding pertaining to any such matter shall be binding upon
         Landlord. Any amendments to or modifications of this Lease shall be in
         writing, signed by te parties hereto, and neither Landlord nor Tenant
         shall be liable for any oral or implied agreements.

         Tenant hereby agrees that Landlord has not made, and Tenant may not
         rely on, any representations or warranties, expressed or implied with
         regard tot he Project, the Building, the Premises or otherwise, except
         as stated in this Lease. In particular, Landlord has not authorized any
         agent or broker to make a representation or warranty inconsistent with
         the terms of this Lease and Tenant may not rely on any such
         inconsistent representation or warranty.

C.       Waiver

         Any waiver by Landlord of any breach of any term, covenant, or
         condition contained in this Lease shall not be deemed to be a waiver of
         such term, covenant, or condition or of any subsequent breach of the
         same or of any other term, covenant, or condition contained in this
         Lease. Landlord's consent to, or approval of, any act shall not be
         deemed to render unnecessary the obtaining of Landlord's consent to, or
         approval of, any subsequent act by Tenant. The acceptance of rent or
         other sums payable hereunder by Landlord shall not be a waiver of any
         preceding breach by Tenant of any provision hereof, other than failure
         of Tenant to pay the particular rent or other sum so accepted,
         regardless of Landlord's knowledge of such preceding breach at the time
         of acceptance of such rent, or sum equivalent to rent.

D.       Short Form or Memorandum of Lease

         Tenant agrees, at the request of Landlord, to execute, deliver, and
         acknowledge a short form or memorandum of this Lease satisfactory to
         counsel for Landlord, and Landlord may, in its sole discretion, record
         such short form or memorandum in the county where the Premises are
         located. Tenant shall not record this Lease, or a short form of this
         Lease, without Landlord's prior written consent, and such recordation
         shall, at the option of Landlord, constitute a default of Tenant
         hereunder.

E.       Time of Essence

         Time is of the essence in the performance of each provision of this
         Lease.

F.       Examination of Lease

         Submission of this instrument for examination or signature by Tenant
         does not constitute a reservation of or option for lease, and it is not
         effective as a lease or otherwise until execution by and delivery to
         both Landlord and Tenant.

G.       Severability

         If any term or provision of this Lease or the application thereof to
         any person or circumstance shall, to any extent, be invalid or
         unenforceable, the remainder of this Lease, or the application of such
         term or provision to persons or circumstances other than those as to
         which it is held invalid or unenforceable, shall not be affected
         thereby, and each term and provision of this Lease shall be valid and
         be enforced to the fullest extent permitted by law.

H.       Surrender of Lease Not Merger
<PAGE>   33

         Neither the voluntary or other surrender of the Lease by Tenant nor the
         mutual cancellation thereof shall cause a merger of the titles of
         Landlord and Tenant, but such surrender or cancellation shall, at the
         option of Landlord, either terminate all or any existing subleases or
         operate as an assignment to Landlord of any such subleases.

I.       Corporate Authority

         If Tenant is a corporation, each individual executing this Lease on
         behalf of Tenant represents and warrants (1) that he is duly authorized
         to execute and deliver this Lease on behalf of Tenant in accordance
         with a duly adopted resolution of the Board of Directors of Tenant in
         accordance with the By-laws of Tenant and (2) that this Lease is
         binding upon and enforceable by Landlord against Tenant in accordance
         with its terms. If Tenant is a corporation, Tenant shall, within thirty
         (30) days after execution of this Lease, deliver to Landlord a
         certified copy of a resolution of its Board of Directors authorizing or
         ratifying the execution of this Lease.

J.       Governing Law

         This Lease and the rights and obligations of the parties hereto shall
         be interpreted, construed and enforced in accordance with the local
         laws of the State in which the Project is located.

K.       Force Majeure

         If the performance by Landlord of any provision of this Lease is
         delayed or prevented by any act of God, strike, lockout, shortage of
         material or labor, restriction by any governmental authority, civil
         riot, flood, and any other cause not within the control of Landlord,
         then the period for Landlord's performance of the provision shall be
         automatically extended for the same time the Landlord is so delayed or
         hindered.

L.       Use of Language

         Words of gender used in this Lease include any other gender, and words
         in the singular include the plural, unless the context otherwise
         requires.

M.       Successors

         The terms, conditions and covenants contained in the Lease inure to the
         benefit of and are binding on, the parties hereto and their respective
         successors in interest, assigns and legal representatives, except as
         otherwise herein expressly provided. All rights, privileges, immunities
         and duties of Landlord under this Lease, including without limitation,
         notices required or permitted to be delivered by Landlord to Tenant
         hereunder, may, at Landlord's option, be exercised or performed by
         Landlord's agent or attorney.

N.       No Reduction of Rental

         Except as otherwise expressly and unequivocally provided in this Lease,
         Tenant shall not for any reason withhold or reduce the amounts payable
         by Tenant under this Lease, it being understood that the obligations of
         Landlord hereunder are independent of Tenant's obligations. If Landlord
         is required by governmental authority to reduce energy consumption or
         impose a parking or similar charge with respect to the Premises,
         Building or Project, to restrict the hours of operation of, limit
         access to, or reduce parking spaces available at the Building, or take
         other limiting actions, then Tenant is not entitled to abatement or
         reduction of rent or to terminate this Lease.

O.       No Partnership


<PAGE>   34

         Notwithstanding any provision of this Lease or otherwise, Landlord is
         not, and under no circumstances shall it be considered to be, a partner
         of Tenant, or engaged in a joint venture with Tenant.

P.       Exhibits

         All exhibits attached hereto are made a part hereof and are
         incorporated herein by a reference. A complete list of said exhibits is
         set forth in the Table of Contents.

Q.       Survival of Indemnities

         The obligations of the indemnifying party under each and every
         indemnification and hold harmless provision contained in this Lease
         shall survive the expiration or earlier termination of this Lease to
         and until the last to occur of (a) the last date permitted by law for
         the bringing of any claim or action with respect to which
         indemnification may be claimed by the indemnified party against the
         indemnifying party under such provision or (b) the date on which any
         claim or action for which indemnification may be claimed under such
         provision is fully and finally resolved and, if applicable, any
         compromise thereof or judgement or award thereon is paid in full by the
         indemnifying party ad the indemnified party is reimbursed by the
         indemnifying party for any amounts paid by the indemnified party in
         compromise thereof or upon a judgement or award thereon and in defense
         of such action or claim, including reasonable attorneys' fees incurred.
         Payment shall not be a condition precedent to recovery upon any
         indemnification provision contained herein.


SECTION XXXIV.  EXECUTION

This Lease may be executed in several duplicate counterparts, each of which
shall be deemed an original of this Lease for all purposes.



"TENANT"                                 "LANDLORD"
TIMELINE, INC. A WASHINGTON              G&W INVESTMENT PARTNERS, A NINI
CORPORATION                              KUMIA FORMED UNDER THE LAWS OF
                                         JAPAN

BY:    /S/ CHARLES R. OSENBAUGH          BY MONY REALTY PARTNERS, A
     ----------------------------           -------------------------------
                                         DELAWARE CORPORATION AS ITS AGENT

NAME:                                    NAME:     /S/ THOMAS M. CAHILL
     ---------------------------              -----------------------------
         CHARLES R. OSENBAUGH,                  THOMAS M.  MCCAHILL

TITLE:   CHIEF FINANCIAL OFFICER         TITLE: PRESIDENT



<PAGE>   35
STATE OF WASHINGTON)                                 CORPORATE

COUNTY OF KING)

             On this 6th day of September A.D. 1995 before me person appeared
Charles R. Osenbaugh to me known to be the Chief Financial Officer and
_____________________ to me known to be the _______________________ of Timeline,
Inc. the corporation that executed the within and foregoing Instrument and
acknowledged the same instrument to be-the tree and voluntary act and deed of
said corporation, for the use and purposes therein mentioned. and on oath stated
that they were authorized to execute said Instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal, the day and year first above written.

                                  ------------------------------------
                                  Notary Public in and for the 
                                  State of Washington, residing at Mercer Island


STATE OF COLORADO)

COUNTY OF DENVER)

             On this 20h day of September A.D. 1995 before me person appeared
Thomas M. McCahill and said person(s) acknowledged that he signed this
Instrument, and on oath stated he was authorized to execute the instrument and
acknowledged it as the President of MONY Realty Partners to be the free and
voluntary act of such party for the uses and purposes mentioned in the
instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal, the day and year first above written.


                                       /s/ Elizabeth Stone Davis
                                       -----------------------------------
                                       Notary Public in and for the 
                                       State of Colorado
                                       Residing in Denver County
                                       My Commission Expires 10/8/96



<PAGE>   36
                                   EXHIBIT "A"

                            SITE PLAN FOR THE PROJECT


    [DRAWING SHOWING PHYSICAL LAY OUT OF THREE BUILDINGS LABELED A, B, AND C.
                       PREMISES IS LOCATED IN BUILDING B]


<PAGE>   37
                                   EXHIBIT "B"

                           FLOOR PLAN OF THE PREMISES



     [COPY OF BLUE PRINT OF FIRST FLOOR OF BUILDING, INDICATING PREMISES AND
                                ADDITIONAL SPACE]


<PAGE>   38
                                   EXHIBIT "C"



                            CONSTRUCTION WORK LETTER


Landlord shall be responsible for the construction of all tenant improvements to
be installed in the Premises prior to the Lease Commencement Date ("Landlord's
Work") in accordance with the following provisions. Landlord's Work shall
include those items shown on the space plan attached to this exhibit as Exhibit
"B" ("Space Plan"). After execution of the Lease by both parties, Landlord shall
cause Landlord's architect to prepare and submit to Landlord and Tenant complete
construction plans and specifications ("Working Drawings") which shall be based
on the attached Space Plan. Landlord and Tenant shall approve or disapprove the
working Drawings within five (5) business days after receipt. In the event any
changes are required or desired to the Working Drawings, Landlord and Tenant
shall work in good faith to finalize and approve the Working Drawings within ten
(10) business days after their original receipt thereof. Upon approval of the
Working Drawings by Landlord and Tenant, they shall constitute the "Construction
Documents".

Landlord shall cause the Landlord's Work to be completed in a good and
workmanlike manner in accordance with the Construction Documents and in
compliance with all applicable laws, rules and regulations, including local
building codes. Landlord shall contribute $102,150.00 for tenant improvements as
identified in the Construction Documents which improvements shall include
without limitation all architectural, engineering and construction management
fees, permit and other "soft" costs.

Prior to Landlord's commencement of Landlord's Work, Tenant shall pay to
Landlord the cost of said Landlord's Work in excess of $102,150.00.



<PAGE>   39
                                   EXHIBIT "D"
                                  RENT SCHEDULE


The total Monthly Rent (subject to adjustment by CPI increases, if applicable)
for the entire Term is equal to $1,783,952.80 and shall be payable monthly in
accordance with the provisions of the Lease in installments as set forth below:


<TABLE>
<CAPTION>
Months                      RSF           Monthly Rental          Annual Rental
                                                                      Rate
------                      ---           --------------          -------------
<S>                        <C>            <C>                     <C>
October 1, 1995 -          14,885           $23,412.00             $18.87/RSF
December 31, 1995-


January 1, 1996 -          17,025           $26,889.50             $18.95/RSF
February 28, 1996


March 1, 1996 -            17,025           $27,665.63             $19.50/RSF
February 28, 2001
</TABLE>



<PAGE>   40
                                   EXHIBIT "E"

                              RULES AND REGULATIONS

                    ATTACHED TO AND MADE A PART OF THE LEASE


The following Rules and Regulations shall be in effect at the Building. Landlord
reserves the right to adopt reasonable modifications and additions hereto. In
the case of any conflict between these regulations and the Lease, the Lease
shall be controlling.

1.       Except with the prior written consent of Landlord, no tenant shall
         conduct any retail sales in or from the Premises, or any business other
         than that specifically provided for in the Lease.

2.       Landlord reserves the right to prohibit personal goods and services
         vendors from access to the Building except upon such reasonable terms
         and conditions, including but not limited to a provision for insurance
         coverage, as are related to the safety, care and cleanliness of the
         Building, the preservation of good order thereon, and the relief of any
         financial or other burden on Landlord occasioned by the presence of
         such vendors or the sale by them of personal goods or services to a
         tenant or its employees. If reasonably necessary for the accomplishment
         of these purposes, Landlord may exclude a particular vendor entirely or
         limit the number of vendors who may be present at any one time in the
         Building. The term "personal goods or services vendors" means persons
         who periodically enter the Building of which the Premises are a part
         for the purpose of selling goods or services to a tenant, other than
         goods or services which are used by a tenant only for the purpose of
         conducting its business on the Premises. "Personal goods or services"
         include, but are not limited to, drinking water and other beverages,
         food, barbering services, and shoe shining services.

3.       The sidewalks, halls, passages, elevators and stairways shall not be
         obstructed by any tenant or used by it for any purpose other than for
         ingress to and egress from their respective Premises. The halls,
         passages, entrances, elevators, stairways, balconies, janitorial
         closets, and roof are not for the use of the general public, and
         Landlord shall in all cases retain the right to control and prevent
         access thereto of all persons whose presence in the judgment of
         Landlord shall be prejudicial to the safety, character, reputation and
         interests of the Building and its tenants, provided that nothing herein
         contained shall be construed to prevent such access to persons with
         whom Tenant normally deals only for the purpose of conducting its
         business on the Premises (such as clients, customers, office suppliers
         and equipment vendors, and the like) unless such persons are engaged in
         illegal activities. No tenant and no employees of any tenant shall go
         upon the roof of the Building without the written consent of Landlord.

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

5.       No sign, advertisement or notice visible from the exterior of the
         Premises or Building shall be inscribed, painted or affixed by Tenant
         on any part of the Building or the Premises without the prior written
         consent of Landlord. If Landlord shall have given such consent at any
         time, whether before or after the execution of this Lease, such consent
         shall in no way operate as a waiver or release of any of the provisions
         hereof or of this Lease, and shall be deemed to relate only to the
         particular sign, advertisement or notice so consented to by Landlord
         and shall not be construed as dispensing with the necessity of
         obtaining the specific written consent of Landlord with respect to each
         and every such sign, advertisement or notice other than the
         particular sign, advertisement or notice, as the case may be, so
         consented to by Landlord.

<PAGE>   41

6.       In order to maintain the outward professional appearance of the
         Building, all window coverings to be installed at the Premises shall be
         subject to Landlord's prior reasonable approval. If Landlord, by a
         notice in writing to Tenant, shall object to any curtain, blind, shade
         or screen attached to, or hung in, or used in connection with, any
         window or door of the Premises, such use of such curtain, blind, shade
         or screen shall be forthwith discontinued by Tenant. No awnings shall
         be permitted on any part of the Premises.

7.       Tenant shall not do or permit anything to be done in the Premises, or
         bring or keep anything therein, which shall in any way increase the
         rate of fire insurance on the Building, or on the property kept
         therein, or obstruct or interfere with the rights of other tenants, or
         in any way injure or annoy them; or conflict with the regulations of
         the Fire Department or the fire laws, or with any insurance policy upon
         the Building, or any part thereof, or with any rules and ordinances
         established by the Board of Health or other governmental authority.

8.       No safes or other objects larger or heavier than the freight elevators
         of the Building are limited to carry shall be brought into or installed
         in the Premises. Landlord shall have the power to prescribe the weight,
         method of installation and position of such safes or other objects. The
         moving of safes shall occur only between such hours as may be
         designated by, and only upon previous notice to, the manager of the
         Building, and the persons employed to move safes in or out of the
         Building must be acceptable to Landlord. No freight, furniture or bulky
         matter of any description shall be received into the Building or
         carried into the elevators except during hours and in a manner approved
         by Landlord.

9.       Landlord shall clean the Premises as provided in the Lease, and except
         with the written consent of Landlord, no person or persons other than
         those approved by Landlord will be permitted to enter the Building for
         such purpose, but Tenant shall not cause unnecessary labor by reason of
         Tenant's carelessness and indifference in the preservation of good
         order and cleanliness.

10.      No tenant shall sweep or throw or permit to be swept or thrown from the
         Premises any dirt or other substance into any of the corridors or halls
         or elevators, or out of the doors or windows or stairways of the
         Building, and Tenant shall not use, keep or permit to be used or kept
         any foul or noxious gas or substance in the Premises, or permit or
         suffer the Premises to be occupied or used in a manner offensive or
         objectionable to Landlord or other occupants of the Building by reason
         of noise, odors and/or vibrations, or interfere in any way with other
         tenants or those having business therein, nor shall any animals or
         birds be kept in or about the Building. Smoking or carrying lighted
         cigars or cigarettes in the elevators of the Building is prohibited.

11.      Except for the use of microwave ovens and coffee makers for Tenant's
         personal use, no cooking shall be done or permitted by Tenant on the
         Premises, nor shall the Building be used for lodging.

12.      Tenant shall not use or keep in the Building any kerosene, gasoline, or
         inflammable fluid or any other illuminating material, or use any method
         of heating other than that supplied by Landlord.

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

14.      Each tenant, upon the termination of its tenancy, shall deliver to
         Landlord all the keys of offices, rooms. and toilet rooms, and security
         access card/keys which shall have been furnished such tenant or which
         such tenant shall have had made (Intentionally Deleted)

15.      No Tenant shall lay linoleum or other similar floor covering so that
         the same shall be affixed to the floor of the Premises in any manner
         except by a paste, or other material which may easily be removed with
         water, the use of cement or other similar adhesive materials being
         expressly prohibited. The method of affixing any such linoleum or other
         similar floor covering to the floor, as well as the method of affixing
         carpets or rugs to the Premises shall be subject to reasonable approval
         by Landlord. The expense of repairing any 

<PAGE>   42

         damage resulting from a violation of this rule shall be borne by Tenant
         by whom, or by those agents, clerks, employees or visitors, the damage
         shall have been caused.

16.      No furniture, packages or merchandise will be received in the Building
         or carried up or down in the elevators, except between such hours and
         in such elevators as shall be designated by Landlord.

17.      On Saturdays, Sundays and legal holidays, and on other days between the
         hours of 6:00 p.m. and 7:00 a.m. access to the Building or to the
         halls, corridors, elevators or stairways in the Building, or to the
         Premises may be refused unless the person seeking access is known to
         the building watchman, if any, in charge and has a pass or is properly
         identified. Landlord shall in no case be liable for damages for the
         admission to or exclusion from the Building of any person whom Landlord
         has the right to exclude under Rule 3 above. In case of invasion, mob,
         riot, public excitement, or other commotion, Landlord reserves the
         right but shall not be obligated to prevent access to the Building
         during the continuance of the same by closing the doors or otherwise,
         for the safety of the tenants and protection of property in the
         Building.

18.      Tenant shall see that the windows and doors of the Premises are closed
         and securely locked before leaving the Building and Tenant shall
         exercise extraordinary care and caution that all water faucets or water
         apparatus are entirely shut off before Tenant or Tenant's employees
         leave the Building, and that all electricity, gas or air shall likewise
         be carefully shut off, so as to prevent waste or damage, and for any
         default or carelessness Tenant shall make good all injuries sustained
         by other tenants or occupants of the Building or Landlord.

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

22.      Landlord shall have the right to prohibit the use of the name of the
         Building or Project or any other publicity by Tenant which in
         Landlord's opinion tends to impair the reputation of the Building or
         Project or their desirability for other tenants, and upon written
         notice from Landlord, Tenant will refrain from or discontinue such
         publicity.

23.      Tenant shall not erect any aerial or antenna on the roof or exterior
         walls of the Premises, Building, or Project without the prior written
         consent of Landlord.



<PAGE>   43
                                   EXHIBIT "F"
                      AMENDMENT OF LEASE COMMENCEMENT DATE


In connection with that certain Office Lease dated___________________________
between The Mutual Life Insurance Company of New York, as Landlord, and
_______________________ as Tenant concerning the Premises located at
______________________ Landlord and Tenant hereby agree as follows:

1.       The Lease Commencement Date stated in Section I. of the Office Lease is
         amended to be ________________, 19___ and the Expiration Date stated in
         Section I. is amended to be ______________________, 19____.


2.       Landlord has satisfactorily complied with all requirements and
         conditions precedent to the commencement of the Term as specified in
         the Office Lease.

3.       The Premises covered by the Office Lease and the tenant improvements
         therein have been fully completed as required, are in good condition,
         are ready for occupancy and have been accepted by Tenant.

4.       Tenant has or shall commence paying monthly Rental pursuant to the
         Office Lease on _____________, 19____.




Dated effective this ___ day of _________________, 199__.





"TENANT"                               "LANDLORD"


____________________________           ________________________________

____________________________           ________________________________

By: _________________________.         By: ____________________________

    Name:  __________________              Name:_______________________

    Title: __________________              Title: _____________________

                                    [SAMPLE]


<PAGE>   44
                             FIRST ADDENDUM TO LEASE

This First Addendum to lease shall be attached to and is hereby incorporated
into that certain office Lease dated _________________, 1995 by and between G&W
Investment Partners, a nini kumia formed under the laws of Japan, as Landlord,
and TIMELINE, INC., a Washington Corporation, as Tenant.



EXTERIOR BUILDING SIGNAGE

In the event exterior signage becomes available on Building B of Corporate
Campus East; because of the termination of the Lease and vacation of Shared
Medical Systems (SMS), Timeline, Inc. shall be allowed to place signage on the
building provided that Timeline, Inc. is the largest tenant in Building B and
occupies no less than 14,885 rentable square feet. Building signage is subject
to mutual approval by Landlord and Tenant and the City of Bellevue. All costs
associated with signage shall be borne by Tenant. Tenant exterior building
signage will be permitted provided that Tenant shall install exterior building
signage approved by Landlord within 120 days from receiving Landlord's written
notice that such building exterior signage is available. Failure by Tenant to
install such signage within the 120 day period shall cause this provision to
become null and void and Landlord shall be permitted to allow building exterior
signage to a third party.

RIGHT OF FIRST NOTIFICATION

Provided that the following criteria are met:

         (i)      Tenant is not in default under any provision of the Lease or
                  Addendum and,

         (ii)     Tenant is occupying substantially all of the Premises.

Tenant shall have a right of first notification (the "Right of First
Notification") to lease suite 100 in the Building (the "Additional Space"), as
identified on Exhibit "B" of the Lease, upon the terms and conditions set forth
in this paragraph. The Right of First Notification contained herein shall be
effective throughout the Term, including all renewals thereof. Periodically, as
and when the Additional Space becomes available, Landlord will notify Tenant in
writing of the size, location, and terms upon which Landlord intends to offer
the Additional Space for lease. Tenant shall have a period of seven (7) calendar
days within which to notify Landlord of its interest in negotiating with
Landlord for the lease of such Additional Space. Tenant shall have the right to
lease all, but not part, of the Additional Space. In the event Tenant notifies
Landlord of its interest in negotiating to lease all of the Additional Space,
Tenant and Landlord shall have an additional seven (7) calendar days within
which to enter into a lease for the lease of such Additional Space. In the event
either: (i) Tenant notifies Landlord that it has no interest in negotiating to
lease the Additional Space; or, (ii) Tenant fails to notify Landlord of its
interest in leasing or not leasing the Additional Space within the seven (7)
calendar day period described above; or, (iii) Tenant and Landlord shall fail to
enter into a lease for notice to Landlord of its interest in negotiating to
lease the Additional Space, then Landlord shall be free, at all times thereafter
to lease all or any part of the Additional Space to any party upon whatever
terms Landlord shall determine in the exercise of its sole discretion.

In the event this Lease is terminated for any reason whatsoever, or in the event
Tenant is in default under this Lease, or upon the occurrence of an event which,
with the giving of notice, or the passage of time, or both, would constitute a
default under this Lease, the Right of First Notification shall terminate.

TERMINATION OF THE PRIOR LEASE AND SUBSEQUENT AMENDMENTS

Upon the "Lease Commencement Date" of this new Office Lease the first Lease
dated July 7, 1986 by and between the Mutual Life Insurance Company of New York
as ("Landlord") and Timeline, Inc. as ("Tenant"), and the First 

<PAGE>   45

Lease Amendment executed under the date of March 24, 1988 and the Second Lease
Amendment executed under the date of January 7, 1991 and the Third Lease
Amendment executed under the date of November 20, 1991 shall be null and void.

"TENANT"                                      "LANDLORD"

TIMELINE, INC.,                               G&W INVESTMENT PARTNERS, A NINI
A WASHINGTON CORPORATION                      KUMIA FORMED UNDER THE LAWS OF
                                              JAPAN


BY: /s/  CHARLES R. OSENBAUGH, SEC.           BY:  MONY Realty Partners, a
   --------------------------------               ----------------------------
                                                   DELAWARE CORPORATION AS ITS
                                                   AGENT

NAME:                                         NAME: /s/  THOMAS McCAHILL
      -----------------------------                 --------------------------
         CHARLES R. 0SENBAUGH                            THOMAS M. McCAHILL

TITLE:   CHIEF FIANCIAL OFFICER               TITLE:   PRESIDENT



<PAGE>   46
                                    EXHIBIT F
                      AMENDMENT OF LEASE COMMENCEMENT DATE

In connection with that certain Lease dated September 8, 1995, between G & W
Investment Partners, a nini kumia formed under the laws of Japan, Landlord, and
Timeline, Inc., Tenant concerning the Premises located at 3055 - 112th Avenue
Northeast, Suite 106, Bellevue, Washington , Landlord and Tenant hereby agree as
follows:

         1. The Lease Commencement Date stated in Section I of the Lease is
         amended to be December 1, 1995 and the termination date in Section I is
         amended to be April 30, 2001.

         2. Landlord has satisfactorily complied with all requirements and
         conditions precedent to the commencement of term as specified in the
         Lease.

         3. The Premises covered by the Lease and the tenant improvements
         therein have been fully completed as required, are in good condition,
         are ready for occupancy and have been accepted by Tenant.

         4. Tenant has or shall commence paying Monthly Rental pursuant to the
         Lease on December 1, 1995.

Dated and Accepted this 27th  day of  June, 1996.
TENANT: Timeline, Inc.


By:    /s/ Charles R. Osenbaugh
     -----------------------------
         Charlie Osenbaugh
Its:  Chief Financial Officer


LANDLORD: G & W Investment Partners, a nini kumia formed under the laws of Japan
By: MONY Realty Partners, a Delaware Corporation as its Agent


By:     /s/ Mark Novack
   -----------------------
Its:     V.P.
     ---------------------


<PAGE>   47
                                     NOTARY

STATE OF WASHINGTON                          (INDIVIDUAL - ONE SIGNATURE)
                            SS.
County of King

         I certify that I know or have satisfactory evidence that Charles R.
Osenbaugh signed this instrument and acknowledged it to be his/her free and
voluntary act for the purposes mentioned in the instrument.

         DATED:    June 27, 1997

                                         /s/  Mary E. Hancock
                                       -------------------------
                                        Notary Public in for the State of
                                        Washington, in and residing at 
                                        Woodinville
                                        My commission expires 2-15-1999


STATE OF WASHINGTON                        (INDIVIDUAL - TWO SIGNATURES)
                            SS.
County of King

         I certify that I know or have satisfactory evidence that _________ 
and _________ signed __________________ this instrument and acknowledged ft to 
be their and voluntary act for the purposes mentioned in the instrument.

         DATED:             19__.


                                      Notary Public in and for the State of
                                      Washington, residing at
                                      My commission expires


STATE OF COLORADO                     (REPRESENTATIVE - ONE SIGNATURE)
                          SS.
County of Denver

         I certify that I know or have satisfactory evidence that Mark E. Novack
signed this instrument, on oath stated that he/she was authorized to execute the
instrument, and acknowledged it as the Vice President of MONY Realty Partners to
be the free and voluntary act of such party for the uses and purposes mentioned
in the instrument.

         DATED  August  30, 1996

                                              /s/ Elizabeth Stone
                                            -----------------------------
                                              Davis Notary Public in and
                                              for the State of Colorado
                                              residing at Denver My
                                              commission expires
                                              10/08/1996


<PAGE>   48
                                 AMENDMENT NO.1
                            AMENDMENT OF EXHIBIT "D"

In connection with that certain Lease dated September 8, 1995, between G & W
Investment Partners, a nini kumia formed under the laws of Japan, Landlord, and
Timeline, Inc., Tenant concerning the Premises located at 3055 - 112th Avenue
Northeast, Suite 106, Bellevue, Washington, Landlord and Tenant hereby agree as
follows:

The total Monthy Rent (subject to adjustment by CPI increases, if applicable)
for the entire Term is equal to $1,783,952.80 and shall be payable monthly in
accordance with the provisions fo the Lease in installments as set forth below:

<TABLE>
<CAPTION>
Months                     RSF              Monthly Rental        Annual Rent
                                                                       Rate
------                     ---              --------------        -----------
<S>                        <C>              <C>                   <C>
December 1, 1995 -         14,885           $23,412.00            $18.87/RSF
February 28, 1996

March 1, 1996 -            17,025           $26,889.50            $18.95/RSF
April 3 0, 1996

May 1, 1996 -              17,025           $27,665.63            $19.50/RSF
April 30, 2001
</TABLE>


Dated and Accepted this 27th day of June, 1996.

TENANT:  Timeline, Inc.

By:     /s/  Charles R. Osenbaugh
    ------------------------------
         Charlie Osenbaugh
Its:     Chief Financial Officer


LANDLORD: G & W Investment Partners, a nini kumia formed under the laws of Japan
By: MONY Realty Partners, a Delaware Corporation as its Agent


By:     /s/  Mark Novack
    ----------------------
Its:     V.P.
    ----------------------


<PAGE>   49
                                     NOTARY

STATE OF WASHINGTON                     (INDIVIDUAL - ONE SIGNATURE)
                           SS.
County of King

         I certify that I know or have satisfactory evidence that Charles R.
Osenbaugh signed this instrument and acknowledged it to be his/her free and
voluntary act for the purposes mentioned in the instrument.

         DATED:    June 27, 1997

                                     /s/  Mary E. Hancock
                                     ------------------------------
                                     Notary Public in for the State of
                                     Washington, in and residing at Woodinville
                                     My commission expires 2-15-1999


STATE OF WASHINGTON                     (INDIVIDUAL - TWO SIGNATURES)
                        SS.
County of King

I certify that I know or have satisfactory evidence _________ that _________
and __________________ signed this instrument and acknowledged ft to be their
and voluntary act for the purposes mentioned in the instrument.

         DATED:                         19__.


                                       Notary Public in and for the State of
                                       Washington, residing at
                                       My commission expires


STATE OF COLORADO                   (REPRESENTATIVE - ONE SIGNATURE)
                        SS.
County of Denver

         I certify that I know or have satisfactory evidence that Mark E. Novack
signed this instrument, on oath stated that he/she was authorized to execute the
instrument, and acknowledged it as the Vice President of MONY Realty Partners to
be the free and voluntary act of such party for the uses and purposes mentioned
in the instrument.

         DATED  August  30, 1996

                                         /s/ Elizabeth Stone
                                         -------------------------------
                                         Davis Notary Public in and
                                         for the State of Colorado
                                         residing at Denver
                                         My commission expires 10/08/1996