<PAGE>

                                                                   EXHIBIT 10.21

                            INDUSTRIAL BUILDING LEASE

                                    LANDLORD:

                          CENTERPOINT PROPERTIES TRUST,
                     A MARYLAND REAL ESTATE INVESTMENT TRUST

                                     TENANT:

                            EAGLE TEST SYSTEMS, INC.,

                            A(n) ILLINOIS CORPORATION

                                PROPERTY ADDRESS:

                              620 BUTTERFIELD ROAD
                               MUNDELEIN, ILLINOIS

<PAGE>

                                TABLE OF CONTENTS

<TABLE>

<S>                                                                                             <C>
ARTICLE I LEASE TERMS...................................................................         1
     Section 1.1.     Definitions.......................................................         1
     Section 1.2.     Significance of Definitions.......................................         2
     Section 1.3.     Enumeration of Exhibits...........................................         3

ARTICLE II PREMISES.....................................................................         3
     Section 2.1.     Lease.............................................................         3

ARTICLE III TERM........................................................................         3
     Section 3.1.     Term..............................................................         3

ARTICLE IV CONDITION OF DEMISED PREMISES................................................         4
     Section 4.1.     Condition of Premises.............................................         4

ARTICLE V RENT..........................................................................         4
     Section 5.1.     Base Rent.........................................................         4
     Section 5.2.     Interest and Late Charges on Late Payments........................         4

ARTICLE VI TAXES AND IMPOSITIONS........................................................         5
     Section 6.1.     Taxes.............................................................         5
     Section 6.2.     Utilities.........................................................         6
     Section 6.3.     Expenses..........................................................         6
     Section 6.4.     Deposits..........................................................         6
     Section 6.5.     Adjustment Statement..............................................         6
     Section 6.6.     Payments..........................................................         7
     Section 6.7.     Payment Adjustments...............................................         7
     Section 6.8.     Right to Pay......................................................         7
     Section 6.9.     Landlord's Contest of Taxes.......................................         7

ARTICLE VII USE.........................................................................         8
     Section 7.1.     Use...............................................................         8
     Section 7.2.     Prohibited Uses...................................................         8

ARTICLE VIII MAINTENANCE, REPAIR AND REPLACEMENTS OF PREMISES...........................         8
     Section 8.1.     Tenant's Obligations..............................................         8
     Section 8.2.     Governmental Requirements.........................................         9
     Section 8.3.     Structural Components.............................................         9
     Section 8.4.     Tenant's Responsibilities.........................................         9
     Section 8.5.     Maintenance Contract..............................................        10
     Section 8.6.     Warranty of Systems...............................................        10

ARTICLE IX TENANT'S INSURANCE...........................................................        10
     Section 9.1.     Coverage Required.................................................        10
     Section 9.2.     Policies..........................................................        12
</TABLE>

                                        i

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<TABLE>
<S>                                                                                             <C>
     Section 9.3.     Subrogation.......................................................        12
     Section 9.4.     Miscellaneous Insurance Provisions................................        12

ARTICLE X PROPERTY INSURANCE............................................................        14
     Section 10.1.    Kinds and Amounts.................................................        14
     Section 10.2.    Intentionally Deleted.............................................        14
     Section 10.3.    Tenant Payments...................................................        15

ARTICLE XI DAMAGE OR DESTRUCTION........................................................        15
     Section 11.1.    Damage or Destruction by Fire or Casualty.........................        15

ARTICLE XII LIENS.......................................................................        15
     Section 12.1.    Lien Claims.......................................................        15
     Section 12.2.    Landlord's Right to Cure..........................................        16

ARTICLE XIII ALTERATIONS AND IMPROVEMENTS...............................................        16
     Section 13.1.    Alterations.......................................................        16
     Section 13.2.    Ownership of Alterations..........................................        17
     Section 13.3.    Signs.............................................................        17
     Section 13.4.    Tenant Indemnity..................................................        18
     Section 13.5.    Environmental Impact..............................................        18

ARTICLE XIV CONDEMNATION................................................................        18
     Section 14.1.    Taking: Lease to Terminate........................................        18
     Section 14.2.    Taking: Lease to Continue.........................................        18
     Section 14.3.    Tenant's Claim....................................................        19

ARTICLE XV RENT ABSOLUTE................................................................        19
     Section 15.1.    Rent Absolute.....................................................        19

ARTICLE XVI ASSIGNMENT -- SUBLETTING BY TENANT..........................................        19
     Section 16.1.    No Assignment, Subletting or Other Transfer.......................        19
     Section 16.2.    Operation of Law..................................................        20
     Section 16.3.    Excess Rental.....................................................        20
     Section 16.4.    Merger or Consolidation...........................................        20
     Section 16.5.    Unpermitted Transaction...........................................        21

ARTICLE XVII ANNUAL STATEMENTS..........................................................        21
     Section 17.1.    Annual Statements.................................................        21

ARTICLE XVIII INDEMNITY FOR LITIGATION..................................................        21
     Section 18.1.    Indemnity for Litigation..........................................        21
     Section 18.2.    Landlord's Indemnity..............................................        22

ARTICLE XIX ESTOPPEL CERTIFICATES.......................................................        22
     Section 19.1.    Estoppel Certificate..............................................        22
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                             <C>
ARTICLE XX INSPECTION OF PREMISES.......................................................        22
     Section 20.1.    Inspections.......................................................        22
     Section 20.2.    Signs.............................................................        22

ARTICLE XXI FIXTURES....................................................................        22
     Section 21.1.    Building Fixtures.................................................        22
     Section 21.2.    Tenant's Equipment................................................        23
     Section 21.3.    Removal of Tenant's Equipment.....................................        23

ARTICLE XXII DEFAULT....................................................................        23
     Section 22.1.    Events of Default.................................................        23
     Section 22.2.    Waivers...........................................................        25
     Section 22.3.    Bankruptcy........................................................        25

ARTICLE XXIII LANDLORD'S PERFORMANCE OF TENANT'S COVENANTS..............................        26
     Section 23.1.    Landlord's Right to Perform Tenant's Obligations..................        26

ARTICLE XXIV EXERCISE OF REMEDIES.......................................................        27
     Section 24.1.    Cumulative Remedies...............................................        27
     Section 24.2.    No Waiver.........................................................        27

ARTICLE XXV SUBORDINATION TO MORTGAGES..................................................        28
     Section 25.1.    Subordination.....................................................        28
     Section 25.2.    Mortgage Protection...............................................        28

ARTICLE XXVI INDEMNITY AND WAIVER.......................................................        28
     Section 26.1.    Indemnity.........................................................        28
     Section 26.2.    Waiver of Claims..................................................        30

ARTICLE XXVII SURRENDER.................................................................        30
     Section 27.1.    Condition.........................................................        30
     Section 27.2.    Removal of Tenant's Equipment.....................................        30
     Section 27.3.    Holdover..........................................................        31

ARTICLE XXVIII COVENANT OF QUIET ENJOYMENT..............................................        31
     Section 28.1.    Covenant of Quiet Enjoyment.......................................        31

ARTICLE XXIX NO RECORDING...............................................................        31
     Section 29.1.    Short Form of Lease...............................................        31

ARTICLE XXX NOTICES.....................................................................        31
     Section 30.1.    Notices...........................................................        31

ARTICLE XXXI COVENANTS RUN WITH LAND....................................................        32
     Section 31.1.    Covenants.........................................................        32
     Section 31.2.    Release of Landlord...............................................        32
</TABLE>

                                       iii

<PAGE>


<TABLE>
<S>                                                                                             <C>
ARTICLE XXXII ENVIRONMENTAL MATTERS.....................................................        32
     Section 32.1.    Defined Terms.....................................................        32
     Section 32.2.    Tenant's Covenants with Respect to Environmental Matters..........        34
     Section 32.3.    Conduct of Tenant.................................................        35
     Section 32.4.    Exacerbation......................................................        37
     Section 32.5.    Rights of Inspection..............................................        37
     Section 32.6.    Copies of Notices.................................................        37
     Section 32.7.    Tests and Reports.................................................        37
     Section 32.8.    Indemnification...................................................        39
     Section 32.9.    Tenant Acknowledgments with respect to Environmental Matters......        40
     Section 32.10.   No Liability of Landlord..........................................        40

ARTICLE XXXIII SECURITY DEPOSIT.........................................................        40
     Section 33.1.    Security Deposit..................................................        40

ARTICLE XXXIV MISCELLANEOUS.............................................................        41
     Section 34.1.    Captions..........................................................        41
     Section 34.2.    Severability......................................................        41
     Section 34.3.    Applicable Law....................................................        41
     Section 34.4.    Amendments in Writing.............................................        41
     Section 34.5.    Relationship of Parties...........................................        41
     Section 34.6.    Brokerage.........................................................        42
     Section 34.7.    No Accord and Satisfaction........................................        42
     Section 34.8.    Joint Effort......................................................        42
     Section 34.9.    Waiver of Jury Trial..............................................        42
     Section 34.10.   Time..............................................................        42
     Section 34.11.   Landlord's Consent................................................        42
     Section 34.12.   No Partnership....................................................        42
     Section 34.13.   Landlord's Liability..............................................        42
     Section 34.14.   Landlord Rights...................................................        43
     Section 34.15.   Entire Agreement..................................................        43
     Section 34.16.   Rent Absolute.....................................................        43
     Section 34.17.   Tenant Authority..................................................        43

ARTICLE XXXV RENEWAL OPTIONS............................................................        44
     Section 35.1.    Renewal Option(s).................................................        44
     Section 35.2.    "As Is" Condition.................................................        44
     Section 35.3.    Amendment.........................................................        44
     Section 35.4.    Termination.......................................................        44
     Section 35.5.    No Commissions....................................................        44
     Section 35.6.    Taxes.............................................................        44

ARTICLE XXXVI RIGHT OF FIRST REFUSAL TO PURCHASE........................................        45
     Section 36.1.    Right of First Refusal to Purchase................................        45
</TABLE>

                                       iv

<PAGE>

<TABLE>
<S>                                                                                             <C>
ARTICLE XXXVII LANDLORD'S WORK..........................................................        46
     Section 37.1.    Landlord's Work...................................................        46
</TABLE>

                                        v

<PAGE>


                                                               Property Address:
                                                            620 Butterfield Road
                                                             Mundelein, Illinois

                            INDUSTRIAL BUILDING LEASE

      THIS LEASE is made as of this____ day of __________________, 1999 between
CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust
("Landlord"), and EAGLE TEST SYSTEMS INC., an Illinois corporation ("Tenant").

                                    ARTICLE I
                                   LEASE TERMS

      SECTION 1.1. DEFINITIONS. In addition to the other terms, which are
elsewhere defined in this Lease, the following terms and phrases, whenever used
in this Lease shall have the meanings set forth in this Subsection, and only
such meanings, unless such meanings are expressly contradicted, limited or
expanded elsewhere herein.

                  (a) BASE RENT SCHEDULE:

<TABLE>
<CAPTION>
     PERIOD               ANNUAL            MONTHLY
(BY LEASE MONTH)        BASE RENT          BASE RENT
----------------  ---------------------    ---------
<S>                    <C>                 <C>
Months 1-2             $         0         $        0
Months 3-14            $206,014.50         $17,167.88
Months 15-26           $219,344.85         $18,278.74
Months 27-38           $233,644.68         $19,470.39
Months 39-50           $248,913.99         $20,742.83
Months 51-62           $264,910.41         $22,075.87
</TABLE>

                  (b) SECURITY DEPOSIT: $17,167.88

                  (c) INITIAL DEPOSIT: $0

                  (d) INITIAL TERM: The initial sixty-two (62)-month term,
      commencing as of the Commencement Date.

                  (e) COMMENCEMENT DATE: The later of (i) the date on which
      Landlord receives a permanent, temporary or conditional certificate of
      occupancy for the premises from the Village of Mundelein; provided,
      however, if such certificate is not issued due to any Tenant Delay (as
      herein defined) or the failure to complete any work not a part of
      Landlord's Work (as herein defined), such certificate shall be deemed to
      have been issued; or (ii) the Completion Date (as hereinafter defined).

<PAGE>

                  (f)   TERMINATION DATE: The last day of the sixty-second
     (62nd) month subsequent to the Commencement Date.

                  (g)   TERM: The Initial Term as same may be extended or sooner
     terminated.

                  (h)   USE: The assembly, manufacturing, repair, testing and
      distribution of electronic testing equipment and the warehousing of parts,
      inventories and/or completed systems.

                  (i)   OPTION TO RENEW: See Article 35.

                  (j)   OPTION TO PURCHASE: See Article 36.

                  (k)   LANDLORD'S MAILING ADDRESS:
                        1808 Swift Road
                        Oak Brook, Illinois 60690
                        Attn: Michael M. Mullen

                  (l)   TENANT'S MAILING ADDRESS:
                        (until Tenant occupies the Premises, use address below,
                        thereafter use the Premises)

                        1353 Armour Blvd.
                        Mundelein, Illinois 60060

                  (m)   LANDLORD'S BROKER: CB Richard Ellis, Inc.

                  (n)   TENANT'S BROKER: Trammell Crow Company

                  (o)   TENANT DELAY: any interruption or delay in the progress
      of the Landlord's Work which is the result of: (i) the failure of Tenant
      to approve the plans for the Landlord's Work or any portion thereof within
      five (5) days after submitted to Tenant; (ii) changes in construction
      requested by Tenant or any member of the Tenant Group pursuant to Section
      37.1 (d) herein; (iii) the performance or non-performance of any work at,
      or services with respect to, the Premises by Tenant or any member of the
      Tenant Group (as herein defined); or (iv) any other act or omission of
      Tenant, any member of the Tenant Group or any person, firm or entity
      claiming by, through or under any of them.

                  (p)   TENANT GROUP: any or all of Tenant's agents, employees,
      representatives, contractors, workmen, mechanics, suppliers, customers,
      guests, licensees, invitees, sublessees, assignees and all of their
      respective successors and assigns or any party claiming by, through or
      under any of them.

      SECTION 1.2. SIGNIFICANCE OF DEFINITIONS. Each reference in this Lease to
any of the Definitions contained in Section 1.1 of this Article shall be deemed
and construed to incorporate all of the terms provided under each such
Definition.

<PAGE>

      SECTION 1.3. ENUMERATION OF EXHIBITS. The exhibits in this Section and
attached to this Lease are incorporated in this Lease by this reference and are
to be construed as a part of this Lease.

                  EXHIBIT "A" - Legal Description
                  EXHIBIT "B" - Form of Estoppel Certificate
                  EXHIBIT "C" - Landlord's Work
                  EXHIBIT "D" - Memorandum of Lease (LF)

                                   ARTICLE II
                                    PREMISES

      SECTION 2.1. LEASE. Landlord, for and in consideration of the rents herein
reserved and of the covenants and agreements herein contained on the part of
Tenant to be kept, observed and performed, does by these presents, lease to
Tenant, and Tenant hereby leases from Landlord, the real estate located at 620
Butterfield Road, Mundelein, Illinois, and legally described on EXHIBIT "A"
attached hereto and by this reference incorporated herein ("Land"), together
with all improvements now located or hereafter constructed thereon
("Improvements") (the Land and the Improvements are sometimes collectively
referred to as the "Premises"), subject to covenants, conditions, agreements,
easements, encumbrances and restrictions affecting the Land and the Improvements
thereon ("Restrictions").

                                   ARTICLE III
                                      TERM

      SECTION 3.1. TERM. The Initial Term of this Lease shall commence on the
Commencement Date and shall end on the Termination Date, unless sooner
terminated as hereinafter set forth. If the Commencement Date is a day other
than the first (1st) day of a calendar month, the Initial Term shall expire
sixty-two (62) months after the first (1st) day of the first full calendar month
after the Commencement Date and shall, accordingly, include the period between
the Commencement Date and the end of the calendar month in which the
Commencement Date occurs, with Rent for such partial month to be calculated pro
rata on a daily basis. If the Landlord shall be unable to give possession of the
Premises on the Commencement Date for any reason the Rent reserved and
covenanted to be paid herein shall not commence until the Premises are available
for occupancy by Tenant. No such failure to give possession on the Commencement
Date of the Term hereof shall subject Landlord to any liability for failure to
give possession nor shall same affect the validity of this Lease or the
obligation of the Tenant hereunder, nor shall the same be construed to extend
the Term. At the option of Landlord to be exercised within thirty (30) days of
the delayed delivery of possession to Tenant, the Lease shall be amended so that
the Term shall be extended by the period of time possession is delayed.
Notwithstanding anything to the contrary contained herein, in the event Landlord
shall be unable to deliver possession of the Premises to Tenant by July 1, 2000,
subject to any Tenant Delays, Tenant shall have the right, upon written notice
to Landlord delivered within five (5) business days after July 1, 2000, to
terminate this Lease.

<PAGE>

                                   ARTICLE IV
                          CONDITION OF DEMISED PREMISES

      SECTION 4.1. CONDITION OF PREMISES. Except for Landlord's Work (as defined
herein), Tenant agrees to accept the Premises in an absolutely "as-is"
condition, and Tenant acknowledges that Landlord, its agents, attorneys,
representatives and employees have not and do not make any representations or
warranties, express or implied, to Tenant regarding the Premises, including, but
not limited to: (i) the zoning of the Premises; (ii) the condition of any
underground, above ground or surface improvements; (iii) the size, area, use or
type of the Premises or the fitness of the Premises for any intended or
particular use; (iv) the nature of the soil on and underlying the Premises or
its suitability for development or any other use thereof; (v) any financial
information pertaining to the operation of the Premises; (vi) the status of any
requirements or obligations imposed, implied or to be undertaken by the owner or
developer of the Premises pursuant to any zoning, subdivision, development laws
or agreements with any governmental entities; (vii) the presence or absence of
any toxic wastes, hazardous materials or structural defects in, on or under the
Premises or any improvements thereon; or (viii) the presence or absence of any
rights of any governmental authority, or of owners of property in the vicinity
of the Premises, to obtain reimbursement, recapture or special assessments from
any owner of the Premises for all or a portion of the cost of any utilities,
roads or other improvements heretofore or hereafter located on or in the
vicinity of the Premises (and if such rights exist, Tenant agrees to pay all
sums due pursuant thereto, it being expressly acknowledged and agreed that,
Tenant hereby waives any claim Tenant may have or may hereafter acquire against
Landlord, its agents, attorneys, representatives or employees for said costs),
any and all such representations and warranties, express or implied, being
hereby expressly waived by Tenant and disclaimed by Landlord. Except as
expressly provided for in this Lease, no promise of Landlord to alter, remodel,
decorate, clean or improve the Premises or any portion thereof and no
representation respecting the condition of the' Premises or any portion thereof
have been made by Landlord to Tenant.

                                    ARTICLE V
                                      RENT

      SECTION 5.1. BASE RENT. In consideration of the leasing aforesaid, Tenant
agrees to pay Landlord, without offset or deduction, base rent for the Initial
Term ("Base Rent"), payable monthly in advance in the amount of the Monthly Base
Rent set forth in the Base Rent Schedule commencing on the Commencement Date and
continuing on the first (1st) day of each month thereafter for the balance of
the Term of this Lease, and in addition thereto, shall pay such charges as are
herein described as "Additional Rent". The term "Rent" when used in this Lease
shall include all Base Rent payable under this Section 5.1., as well as the
charges herein described as Additional Rent. All Rent payable hereunder shall be
payable to Landlord at 135 S. LaSalle Street, Dept. 2023, Chicago, Illinois
60674-2023, or as Landlord may otherwise from time to time designate in writing.

      SECTION 5.2. INTEREST AND LATE CHARGES ON LATE PAYMENTS. Tenant
acknowledges that its late payment of any Rent will cause Landlord to incur
certain costs and expenses not contemplated under this Lease, the exact amount
of which is extremely difficult or impracticable

<PAGE>

to fix. Such costs and expenses will include, without limitation, loss of use of
money, administrative and collection costs and processing and accounting
expenses. Therefore, if any installment of monthly Base Rent is not received by
Landlord within five (5) days after the date when due or any other sum due
hereunder is not paid when due, Tenant shall immediately pay to Landlord a late
charge equal to three percent (3%) of the unpaid amount. Such late charge is in
addition to any interest due as set forth below. Landlord and Tenant agree that
this late charge represents a reasonable estimate of costs and expenses incurred
by Landlord from, and is fair compensation to Landlord for, its loss suffered,
by such non-payment by Tenant. In addition to the foregoing, Rent not paid
within thirty (30) days of the date when due shall bear interest from the date
when the same is payable under the terms of this Lease until the same shall be
paid at an annual rate of interest equal to the rate of interest announced from
time to time by the First National Bank of Chicago as its Corporate Base Rate,
plus three percent (3%), unless a lesser rate shall then be the maximum rate
permissible by law, in which event said lesser rate shall be charged ("Lease
Interest Rate"). The term "Corporate Base Rate" means that rate of interest
announced by The First National Bank of Chicago ("First") from time to time as
its "Corporate Base Rate" of interest, changing automatically and simultaneously
with each change in the Corporate Base Rate made by First from time to time. Any
publication issued or published by First from .time to time or a certificate
signed by an officer of First stating its Corporate Base Rate as of a date shall
be conclusive evidence of the Corporate Base Rate on that date. Acceptance of
the late charge shall not constitute a waiver of Tenant's default with respect
to such non-payment by Tenant or prevent Landlord from exercising any other
rights and remedies available to Landlord under this Lease. Failure to pay the
late charge shall constitute a default under this Lease.

                                   ARTICLE VI
                              TAXES AND IMPOSITIONS

      SECTION 6.1. TAXES. Tenant further agrees to pay, as Additional Rent for
the Premises, all Taxes (as hereinafter defined) which accrue during the Term of
this Lease, and are levied, assessed or become a lien imposed upon the Premises
or any part thereof. Notwithstanding the foregoing, the amount of Taxes Tenant
is required to pay shall not exceed the following amounts set forth for the
appropriate period of the Term: $36,355.50 for months 3-14 of the Term;
$42,414.75 for months 15-26 of the Term; $44,596.08 for months 27-38 of the
Term; $46,777.41 for months 3950 of the Term; and $49,201.11 for months 51-62 of
the Term. Such Additional Rent shall be payable notwithstanding the fact that
the amount of such Taxes may not be ascertainable or due and payable until after
the expiration of the Term of this Lease. As used herein, "Taxes" means real
estate taxes, assessments, sewer rents, rates and charges, permit and license
fees, transit taxes, taxes based upon the receipt of rent, and any other
federal, state or local governmental charge, general, special, ordinary or
extraordinary, which may now or hereafter be assessed, accrue or become a lien
against, the Premises or any portion thereof in any year during the Term of this
Lease, and also shall include any personal property taxes (attributable to the
year in which paid) imposed upon the furniture, fixtures, machinery, equipment,
apparatus, systems and appurtenances used in connection with the operation of
the Premises and any fine, penalty, interest or cost that may be added to the
foregoing as a result of Tenant's nonpayment of Landlord's invoice therefor.

<PAGE>

      Nothing contained herein shall be construed to require Tenant to pay any
franchise, inheritance, estate, succession or transfer tax of Landlord or any
income or excess profits tax assessed upon or in respect of all income of
Landlord or chargeable to or required to be paid by Landlord unless such tax
shall be specifically levied against the rental income of Landlord derived
hereunder (as opposed to a general income tax), which tax shall be paid by
Tenant as part of Taxes hereunder provided said rental income shall be
considered as the sole income of Landlord.

      SECTION 6.2. UTILITIES. Tenant shall pay, directly to the appropriate
supplier, all costs of natural gas, electricity, heat, light, power, sewer
service, telephone, water, refuse disposal and other utilities and services
supplied to the Premises. Landlord shall, at Landlord's sole cost and expense,
separately meter the Premises. Landlord shall not in any way be liable or
responsible to Tenant for any cost or damage or expense which Tenant may sustain
or incur if either the quality or character of such service is changed or is no
longer available or suitable for Tenant's requirements.

      SECTION 6.3. EXPENSES. The Base Rent shall include all management fees,
annual administrative charges and miscellaneous fees incurred by Landlord during
the Term of this Lease; provided, however, Tenant further agrees to pay as
Additional Rent for the Premises, the charge of one percent (I%) of the Annual
Base Rent payable by Tenant pursuant to the Base Rent Schedule for the
performance of services to be performed by Landlord under the express provisions
of this Lease (the "Expenses"). Except as expressly set forth in this Lease,
Landlord shall not have any obligation to perform any services and Tenant shall
contract for, and pay for, all such services, including, but not limited to all
janitorial, snow plow and landscape services necessary at the Premises during
the Term of the Lease.

      SECTION 6.4. DEPOSITS. As security for the obligations contained in
Sections 6.1. and 10.3. hereof, Tenant shall deposit monthly with Landlord, or
such other entity as Landlord may designate, on the first (1st) day of each and
every month of the Term, a sum equal to one twelfth (1/12) of the amount of
Taxes owed by Tenant for the first year of the Term and Landlord's estimate of
the Insurance Premiums (as hereinafter defined). All monthly deposits need not
be kept separate and apart by Landlord and shall be held by Landlord in such
account or accounts as may be authorized by the then current state or federal
banking laws, rules or regulations. The monthly deposits shall be used as a fund
to be applied, to the extent thereof, to the payment of Taxes and Insurance
Premiums, as the same become due and payable. The existence of said fund shall
not limit or alter Tenant's obligation to pay the Taxes and Insurance Premiums
for which the fund was created. Tenant shall not be entitled to interest on said
fund. Tenant shall pay Landlord as its monthly deposit for the period commencing
on the Commencement Date and terminating on the December 31st immediately
thereafter the Initial Deposit. On or prior to each December 31st occurring
within the Term, Landlord shall advise Tenant as to Landlord's estimate of the
monthly deposits that will be required for the next Lease Year (as hereinafter
defined).

      SECTION 6.5. ADJUSTMENT STATEMENT. As soon as reasonably feasible after
the expiration of each calendar year contained within the Term ("Lease Year"),
Landlord will furnish Tenant a statement ("Adjustment Statement") showing the
following:

<PAGE>

                        (i) Actual Insurance Premiums for the Lease Year last
            ended and the amount of Insurance Premiums payable by Tenant for
            such Lease Year;

                        (ii) The amount of Additional Rent due Landlord for the
            Lease Year last ended, less credits for monthly deposits paid, if
            any; and

                        (iii) The monthly deposits due in the current Lease
            Year.

      SECTION 6.6. PAYMENTS. Within thirty (30) days after Tenant's receipt of
each Adjustment Statement, Tenant shall pay to Landlord:

                        (i) The amount of Additional Rent shown on said
            Adjustment Statement to be due Landlord for the Lease Year last
            ended; plus

                        (ii) The amount, which when added to the monthly
            deposits theretofore paid in the current Lease. Year would provide
            that Landlord has then received such portion of the monthly deposits
            as would have theretofore been paid to Landlord had Tenant paid one
            twelfth (1/12) of the monthly deposits, for the current Lease Year,
            to Landlord monthly on the first day of each month of such Lease
            Year.

During the last Lease Year, Landlord may include in the monthly deposits its
estimate of the Additional Rent which may not be finally determined until after
the expiration of the Term. Tenant's obligation to pay such Additional Rent
shall survive the Term.

      SECTION 6.7. PAYMENT ADJUSTMENTS. Tenant's payment of the monthly deposits
for each Lease Year shall be credited against the Additional Rent for such Lease
Year. If the monthly deposits paid by Tenant for any Lease Year exceed the
Additional Rent due for such Lease Year, then Landlord shall give a credit to
Tenant in an amount equal to such excess against the Additional Rent due for the
next succeeding Lease Year, except that if any such excess relates to the last
Lease Year of the Term, then, provided that no default of Tenant exists
hereunder, Landlord shall promptly refund such excess to Tenant. In the event
that Landlord fails to refund such excess to Tenant within forty-five (45) days
after due to be refunded to Tenant under the Lease such excess shall bear
interest thereafter at the Lease Interest Rate until refunded.

      SECTION 6.8. RIGHT TO PAY. Landlord shall, at its option, have the right,
without notice to Tenant, at all times during the Term to pay any such Taxes not
timely paid by Tenant, and the amounts so paid, including reasonable expenses,
shall be so much Additional Rent due at the next rent day after any such
payments, with interest at the Lease Interest Rate from the date of payment
thereof.

      SECTION 6.9. LANDLORD'S CONTEST OF TAXES. To the extent Landlord desires,
in Landlord's reasonable business judgment, to contest the imposition of any
Taxes against the Land and Improvements, Landlord shall proceed with such
protest in accordance with applicable law. Tenant agrees Taxes shall include all
of Landlord's reasonable costs and expenses, including legal fees and court
costs, in pursuing any such contest whether or not Landlord is

<PAGE>

successful in such contest. There shall be deducted from Taxes the amount of any
Taxes refunded in any Lease Year, provided said refund relates to an assessment
year included within the Term of the Lease.

                                   ARTICLE VII
                                       USE

      SECTION 7.1. USE. The Premises shall be used for the Use only, and for no
other purpose.

      SECTION 7.2. PROHIBITED USES. Tenant shall not permit the Premises, or any
portion thereof, to be used in such manner which impairs Landlord's right, title
or interest in the Premises or any portion thereof, or in such manner which
gives rise to a claim or claims of adverse possession or of a dedication of the
Premises, or any portion thereof, for public use. Tenant shall not use or occupy
the Premises or permit the Premises to be used or occupied contrary to any
statute, rule, order, ordinance, requirement, regulation or restrictive covenant
applicable thereto or in any manner which would violate any certificate of
occupancy affecting the same or which would render the insurance thereon void or
the insurance risk more hazardous, or which would cause structural injury to the
Improvements or cause the value or usefulness of the Premises or any part
thereof to diminish or which would constitute a public or private nuisance or
waste, and Tenant agrees that it will, promptly upon discovery of any such use,
immediately notify Landlord and take all necessary steps to compel the
discontinuance of such use.

                                  ARTICLE VIII
                MAINTENANCE, REPAIR AND REPLACEMENTS OF PREMISES

      SECTION 8.1. TENANT'S OBLIGATIONS. Tenant agrees, at Tenant's sole cost
and expense, to take good care of the Premises, including the Improvements, but
excluding the structural components (as defined in Section 8.3 below) of the
Building and keep same and all parts thereof, including without limitation, the
entire exterior and interior, parking areas, sidewalks, railroad tracks (if
any), water, sewer, gas and electricity connections, pipes, mains and all other
fixtures, machinery, apparatus, equipment, overhead cranes (if any), and
appurtenances thereto together with any and all alterations and additions
thereto, in good order, condition and repair, suffering no waste or injury.
Tenant shall, at its sole cost and expense, promptly make all necessary repairs
and replacements, structural or otherwise, ordinary as well as extraordinary,
foreseen as well as unforeseen, in and to any Improvements or equipment now or
hereafter located upon the Land, including, without limitation, the entire
interior and exterior of the Improvements, but excluding the Structural
Components, sidewalks, parking areas, railroad tracks (if any), water, sewer,
gas and electricity connections, pipes, mains and all other fixtures, machinery,
apparatus, equipment and appurtenances now or hereafter belonging to, connected
with or used in conjunction with the Premises. All such repairs and replacements
shall be of first-class quality and sufficient for the proper maintenance and
operation of the Premises. Tenant shall keep and maintain the Premises,
including the Improvements and all sidewalks, vault space, parking areas and
areas adjacent thereto, safe, secure and clean, specifically

<PAGE>

including, but not by way of limitation, snow and ice clearance, landscaping and
removal of waste and refuse matter. Tenant shall not permit anything to be done
upon the Premises (and shall perform all maintenance and repairs thereto so as
not) to invalidate, in whole or in part, or prevent the procurement of any
insurance policies which may, at any time, be required under the provisions of
this Lease. Tenant shall not obstruct or permit the obstruction of any parking
area, adjoining street or sidewalk.

      SECTION 8.2. GOVERNMENTAL REQUIREMENTS. Tenant, at its own cost and
expense, shall promptly comply with any and all governmental requirement to or
affecting the Premises or any part thereof, irrespective of the nature of the
work required to be done, extraordinary as well as ordinary, whether or not the
same involve or require any structural changes or additions in or to the
Improvements and irrespective of whether or not such changes or additions be
required on account of any particular use to which the Premises or any part
thereof are being put. Included in the obligations set forth above, but not in
limitation thereof, Tenant, at its own cost and expense shall promptly comply
with OSHA regulations relating to overhead cranes, CFR 1910-179(j)(2) and
184(d), CFR 1910-179(j)(3), CFR 1910-179(e)(1) through (4) and CFR
1910-179(b)(5). Landlord represents that as of the date hereof, to the actual
knowledge of Nick Sisto, the Property Manager, Landlord has not received any
notices from any governmental authority regarding the non-compliance of the
Premises with any applicable law. Notwithstanding the foregoing, Landlord agrees
that, at anytime during the Term, in the event Tenant or Landlord is notified by
any governmental authority that there is a code violation at the Premises, and
such code violation existed at the time this Lease was executed, then Landlord
agrees, at its sole cost and expense, to promptly correct said code violation.
Tenant's obligations as noted above shall survive the termination of the Lease.

      SECTION 8.3. STRUCTURAL COMPONENTS. Landlord shall make, or cause to be
made, all repairs and necessary replacements to the "structural components" (as
hereinafter defined) of the Premises. For purposes of this Lease, the phrase
"structural components" shall mean the exterior roof, exterior face of the
exterior walls (excluding windows, window frames, doors and door frames) and
foundation of the Premises. The cost of repairs and replacements to such
structural components shall be the sole responsibility of Landlord except to the
extent such costs arise as a result of any act or omission of Tenant or any
person, firm or entity claiming by, through or under any of them, in which
event, the cost therefor shall be paid by Tenant, as Additional Rent, within
five (5) days after Landlord bills Tenant therefor from time to time.

      SECTION 8.4. TENANT'S RESPONSIBILITIES. Except as provided in Section 8.6
below, and periodic inspections and necessary repair and replacement of the
Structural Components, Landlord shall not be required to furnish any services or
facilities whatsoever to the Premises. Tenant hereby assumes full and sole
responsibility for condition, operation, repair, alteration, improvement,
replacement, maintenance and management of the Premises. Landlord shall not be
responsible for any loss or damage to the person or property of Tenant, any
guests or invitees, any persons using or working on the Premises, or any persons
claiming by, through or under, or any agents, employees, heirs, legal
representatives, successors or assigns of, any of the foregoing.

<PAGE>

      SECTION 8.5. MAINTENANCE CONTRACT. At Landlord's reasonable option, Tenant
shall enter into a maintenance contract, in form and substance and with a firm
reasonably satisfactory to Landlord, for the maintenance of the HVAC system
only.

      SECTION 8.6. WARRANTY OF SYSTEMS. Notwithstanding the foregoing, Landlord
shall provide a one (1) year service warranty on all parts and labor for the
HVAC, fire sprinkler, plumbing and electric systems, the lift and the parking
lot improvements to the extent required due to normal wear and tear. During the
first year of the Lease only, Tenant shall only be responsible for repairing and
replacing belts and filters for the HVAC system, and for performing quarterly
inspections of the HVAC system.

                                   ARTICLE IX
                               TENANT'S INSURANCE

      SECTION 9.1. COVERAGE REQUIRED. Tenant shall procure and maintain, or
cause to be maintained, at all times during the term of this Lease, at Tenant's
sole cost and expense, and until each and every obligation of Tenant contained
in the Lease has been fully performed, the types of insurance specified below,
with insurance companies authorized to do business in the State of Illinois
covering all operations under this Lease, whether performed by Tenant or by
Contractors. For purposes of this Article IX, "Contractors" shall mean Tenant
and contractors and subcontractors and materialmen or any tier providing
services, material, labor, operation or maintenance on, about or adjacent to the
Premises, whether or not in privity with Tenant.

                  (a) IN GENERAL. Within 21 days of execution of the Lease,
      Tenant shall procure and maintain the following kinds and amounts of
      insurance: (LF)

                        (i) WORKER'S COMPENSATION AND OCCUPATIONAL DISEASE
            INSURANCE. Worker's Compensation and Occupational Disease Insurance,
            in statutory amounts, covering all employees who provide a service
            under this Lease. Employer's liability coverage with limits of not
            less than $100,000 each accident or illness shall be included.

                        (ii) COMMERCIAL LIABILITY INSURANCE (PRIMARY AND
            UMBRELLA). Commercial Liability Insurance or equivalent with limits
            of not less than $5,000,000 per occurrence, combined single limit,
            for bodily injury, personal injury, and property damage liability.
            Products/completed operation, independent contractors, broad form
            property damage and contractual liability (with no limitation)
            coverages are to be included. Landlord is to be named as an
            additional insured, on a primary, non-contributory basis for any
            liability, arising directly or indirectly from this Lease.

                        (iii) AUTOMOBILE LIABILITY INSURANCE. When any motor
            vehicles are used in connection with this Lease, Tenant shall
            provide Automobile Liability Insurance with limits of not less than
            $2,000,000 per occurrence combined single limit, for bodily and
            property damage. Landlord is to be named as an additional insured on
            a primary non-contributory basis.

<PAGE>

                        (iv) CONTENTS INSURANCE. Insurance against fire,
            sprinkler leakage, vandalism, and the extended coverage perils for
            the full insurable value of all contents of Tenant within the
            Premises, and of all office furniture, trade fixtures, office
            equipment, merchandise and all other items of Tenant's property on
            the Premises and business interruption insurance.

                  (b) CONSTRUCTION. During any construction (other than with
      respect to the construction of the Initial Improvements by Landlord, but
      including improvements, betterments or repairs), Tenant shall procure and
      maintain, or cause to be maintained, the following kinds and amounts of
      insurance:

                        (i) WORKER'S COMPENSATION AND OCCUPATIONAL DISEASE
            INSURANCE. Worker's Compensation and Occupational Disease Insurance,
            in statutory amounts, covering all employees who are to provide a
            service under this construction. Employer's liability coverage with
            limits of not less than $500,000 for each accident or illness shall
            be included.

                        (ii) COMMERCIAL LIABILITY INSURANCE (PRIMARY AND
            UMBRELLA). Commercial Liability Insurance or equivalent with limits
            of not less than $5,000,000 per occurrence, combined single limit,
            for bodily injury, personal injury, and property liability.
            Products/completed operations, explosion, collapse, underground,
            independent contractors, broad form property damage and contractual
            liability coverages are to be included. Landlord is to be named as
            additional insureds on a primary noncontributory basis for any
            liability arising directly or indirectly from the Lease.

                        (iii) AUTOMOBILE LIABILITY INSURANCE (PRIMARY AND
            UMBRELLA). When any motor vehicles are used in connection with work
            to be performed, Tenant or contractor shall provide Automobile
            Liability Insurance with limits of not less than $5,000,000 per
            occurrence combined single limit, for bodily injury and property
            damage. Landlord is to be named as an additional insured on a
            primary non-contributory basis.

                        (iv) ALL RISK BUILDERS RISK INSURANCE. Tenant or
            Contractor shall provide All Risk Blanket Builder's Risk Insurance
            to cover the materials, supplies, equipment, machinery and fixtures
            that are or will be part of the Project. Coverage extensions shall
            include the following: right to partial occupancy, material stored
            off-site and in-transit, boiler and machinery, earthquake, flood
            (including surface water backup), collapse, water damage, debris
            removal, faulty workmanship or materials, testing,
            mechanical-electrical breakdown and failure, deletion of freezing
            and temperature exclusions, business interruption, extra expense,
            loss of revenue, loss of rents and loss of use of property, as
            applicable, Landlord shall be named as loss payee.

                        (v) PROFESSIONAL LIABILITY. When any architects,
            engineers, or consulting firms perform work in connection with this
            Lease, Professional Liability Insurance shall be maintained with
            limits of $1,000,000. The policy

<PAGE>

            shall have an extended reporting period of two (2) years. When
            policies are renewed or replaced, the policy retroactive date must
            coincide with, or precede, start of work.

      SECTION 9.2. POLICIES. All insurance policies shall be written with
insurance companies and shall be in form satisfactory to Landlord. All insurance
policies shall name Landlord as an additional insured and loss payee as their
respective interests may appear and shall provide that they may not be
terminated or modified without sixty (60) days' advance written notice to
Landlord. The minimum limits of insurance specified in this Section shall in no
way limit or diminish Tenant's liability under this Lease. Tenant shall furnish
to Landlord, not less than fifteen (15) days prior to the date such insurance is
first required to be carried by Tenant, and thereafter at least fifteen (15)
days prior to the expiration of each such policy, true and correct photocopies
of all insurance policies required under this Section, together with any
amendments and endorsements to such policies, certificates of insurance, and
such other evidence of coverages as Landlord may reasonably request, and
evidence of payment of all premiums and other expenses owed in connection
therewith. Upon Tenant's default in obtaining or delivering the policy for any
such insurance or Tenant's failure to pay the charges therefor, Landlord may, at
its option, on or after the tenth (10th) day after written notice thereof is
given to Tenant, procure or pay the charges for any such policy or, policies and
the total cost and expense, (including attorneys' fees) thereof shall be
immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bill
therefor. Within thirty (30) days after demand by Landlord that the minimum
amount of any coverage be so increased reasonably based upon industry standards
of owners of similar buildings, Tenant shall furnish Landlord with evidence of
Tenant's compliance with such demand.

      SECTION 9.3. SUBROGATION. Landlord and Tenant agree to have all fire and
extended coverage and material damage insurance which may be carried by either
of them endorsed with a clause providing that any release from liability of or
waiver of claim for recovery from the other party or any of the parties named in
Section 9.2 above entered into in writing by the insured thereunder prior to any
loss or damage shall not affect the validity of said policy or the right of the
insured to recover thereunder, and providing further that the insurer waives all
rights of subrogation which such insurer might have against the other party or
any of the parties named in Section 9.2 above. Without limiting any release or
waiver of liability or recovery contained in any other Section of this Lease but
rather in confirmation and furtherance thereof, Landlord and any beneficiaries
of Landlord waive all claims for recovery from Tenant, and Tenant waives all
claims for recovery from Landlord, any beneficiaries of Landlord and the
managing agent for the Project and their respective agents, partners and
employees, for any loss or damage to any of its property insured under valid and
collectible insurance policies to the extent of any recovery collectible under
such insurance policies.

      SECTION 9.4. MISCELLANEOUS INSURANCE PROVISIONS. Landlord and Tenant
further agree as follows (provided, where Contractors used, Tenant will cause
Contractors to comply with this Section):

                  (a) Tenant and Contractors expressly understand and agree that
      any insurance coverages and limits furnished by the Tenant and Contractors
      shall in no way

<PAGE>

      limit the Tenant's and Contractor's liabilities and responsibilities
      specified under the Lease, or contracts executed relating to the Project,
      or by law.

                  (b) The failure of Landlord to obtain such evidence from
      Tenant or Contractors before permitting Tenant or Contractors to commence
      work shall not be deemed to be a waiver by Landlord, and Tenant or
      contractors shall remain under continuing obligation to maintain the
      insurance coverage.

                  (c) Any and all deductibles on referenced insurance coverages
      shall be borne by Tenant and Contractors.

                  (d) Tenant expressly understands and agrees that any insurance
      maintained by Landlord shall apply in excess of and not contribute with
      insurance provided by the Tenant or Contractor under the Lease.

                  (e) If Tenant or any Contractors desire additional coverage,
      higher limits of liability, or other modifications for their own
      protection, Tenant and such Contractors shall be responsible for the
      acquisition and cost of such additional protection.

                  (f) Tenant agrees, and shall cause each Contractor in
      connection with the Project to agree, that all insurers shall waive their
      rights of subrogation against Landlord.

                  (g) Tenant and Contractors shall not violate or permit to be
      violated any of the conditions or provisions of any of the insurance
      policies, and Tenant and Contractors shall so perform and satisfy or cause
      to be performed and satisfied the requirements of the companies writing
      such policies so that at all times companies of good standing,
      satisfactory to Landlord shall be willing to write and continue such
      insurance.

                  (h) Landlord shall not be limited in the proof of any damages
      which Landlord may claim against Tenant and Contractors arising out of or
      by reason of Tenant's and Contractor's failure to provide and keep in
      force insurance, as aforesaid, to the amount of the insurance premium or
      premiums not paid or incurred by Tenant and Contractors and which would
      have been payable under such insurance, but Landlord shall also be
      entitled to recover as damages for such breach the uninsured amount of any
      loss, to the extent of any deficiency, in the insurance required by the
      provisions of this Lease, and damages, costs and expenses of suit suffered
      or incurred by reason of damage to, or destruction of, the Project or the
      Premises occurring during any period when Tenant or Contractors shall have
      failed or neglected to provide insurance as aforesaid.

                  (i) The insurance required by this Lease, at the option of
      Tenant or Contractors, may be effected by blanket or umbrella policies
      issued to Tenant or Contractors covering the Premises and other properties
      owned or leased by Tenant or Contractors, provided that the policies
      otherwise comply with the provisions of this Lease and allocate to the
      Premises the specified coverage, without possibility of reduction or
      coinsurance by reason of, or damage to, any other premises covered
      therein.

<PAGE>

                  (j) All insurance companies shall have a Best rating of not
      less than A/VII, or an equivalent rating in the event Best ceases to exist
      or provide a rating.

                  (k) Tenant and Contractors shall provide and keep in force
      such other insurance in such amounts as may from time to time be
      reasonably required by Landlord or a holder of a Mortgage (defined in
      Section 23.1 hereof) against such other insurable hazards as at the time
      are commonly insured against in the case of prudent owners of properties
      similar to the Project and the Premises, and in that connection Landlord
      may require changes in the forms, types and amounts of insurance required
      pursuant to this Section or add to, modify or delete other requirements;
      and in any event, if under applicable law, rule, regulation or ordinance
      of any governmental authority, state or federal, having jurisdiction in
      the Premises, liability may be imposed upon Landlord on account of the use
      or operation of the Premises or the Project or other improvements,
      insurance within limits reasonably satisfactory to Landlord shall be
      maintained by Tenant and Contractors against any such liability.

                  (l) The required insurance to be carried shall not be limited
      by any limitations expressed in the indemnification language herein or any
      limitation placed on the indemnity therein given as a matter of law.

                                    ARTICLE X
                               PROPERTY INSURANCE

      SECTION 10.1. KINDS AND AMOUNTS. Landlord shall at all times during the
Term of this Lease keep in effect insurance on all Improvements against loss by
fire and lightning, the risks covered by what is commonly known as extended
coverage, malicious mischief and vandalism, and all other risks of direct
physical loss in an amount equal to the full replacement value on the
replacement form basis, of such Improvements. The policy or policies evidencing
such insurance shall be written by a company or companies reasonably
satisfactory to Landlord and to Landlord's mortgagee, if any, and authorized to
do business in the state where the Premises are located, shall name Landlord as
insured thereunder, and shall provide that losses shall be paid to Landlord or
its mortgagee, if applicable. At the request of Landlord, a mortgage clause may
be included in said policies covering Landlord's mortgagee, if any. Tenant
further agrees that if and when obtainable, Landlord will procure and maintain
so-called war risk and war damage insurance, earthquake and flood insurance on
the Improvements for not less than one hundred percent (100%) of the full
insurance value above foundation. Such insurance shall provide for payment of
loss thereunder to Landlord and shall, at Landlord's request, contain a mortgage
clause in favor of Landlord's mortgagee, if any. Landlord shall also obtain (i)
boiler and machinery insurance in an amount equal to the full replacement value
of the Improvements, (ii) insurance against loss of Rents due to the occurrence
of any casualty or hazard in the amount of all Base Rent payments, taxes,
assessments and insurance premiums required hereunder for a twelve (12)-month
period, (iii) liability insurance, (iv) insurance against breakage of all plate
glass in the Improvements and (v) such other insurance reasonably required by
Landlord, all in amounts and under terms customarily carried by Landlord for
similar buildings owned by it.

      SECTION 10.2. INTENTIONALLY DELETED.

<PAGE>

      SECTION 10.3. TENANT PAYMENTS. All such insurance described in this
Article X shall be kept in full force throughout the Term of this Lease, and any
amounts paid therefor by Landlord (hereinafter referred to as, the "Insurance
Premiums") shall be payable by Tenant as Additional Rent in accordance with
Sections 6.4. and 6.6. hereof.

                                   ARTICLE XI
                              DAMAGE OR DESTRUCTION

      SECTION 11.1. DAMAGE OR DESTRUCTION BY FIRE OR CASUALTY. In the event the
Premises are damaged by fire, explosion or other casualty, Landlord shall
diligently proceed with respect to the proposed restoration promptly after
receipt of the insurance proceeds. Landlord shall commence the repair,
restoration or rebuilding thereof and shall complete such restoration, repair or
rebuilding within nine (9) months after the receipt of such proceeds, subject to
extension due to delay because of changes, deletions, or additions in
construction requested by Tenant, acts of Tenant, strikes, lockouts, casualties,
acts of God, war, fuel or energy shortages, material or labor shortages,
governmental regulation or control, severe weather conditions or other causes
beyond the control of Landlord ("Extension Events"). In the event of any such
casualty all insurance proceeds shall be payable to Landlord. In no event shall
Landlord be required to repair or replace any alterations or improvements made
by Tenant which are not related to the Improvements, Tenant's Equipment or any
other fixtures, furnishing and personal property of Tenant. Tenant agrees that
Tenant shall deposit with Landlord prior to the commencement of such restoration
any sums in the amount of the deductible amounts carried by Landlord under its
insurance policies (currently, the amount of such deductible is $5,000.00, but
it is subject to change during the Term provided the amount of the deductible
that Tenant is obligated to pay to Landlord shall not exceed $10,000.00 during
the Term). Landlord's obligation to repair, restore or rebuild the Premises
shall be limited to restoring the Premises to substantially the condition in
which the same existed prior to the casualty. Rent and all other charges payable
by Tenant hereunder shall abate during the period of such repair, restoration or
rebuilding to the extent that the Improvements are not tenantable because of any
damage or destruction. In the event the casualty causes fifty percent (50%) or
more of the Premises to be untenantable during the last twenty-four (24) months
of the Term, Landlord may terminate this Lease as of the date of such casualty
by providing notice to Tenant within thirty (30) days after occurrence of the
fire or other casualty causing the damage, in which event, all insurance
proceeds shall be paid to the Landlord and in addition Tenant shall pay to
Landlord the amount of any deductible carried by Tenant under its insurance
policies.

                                   ARTICLE XII
                                      LIENS

      SECTION 12.1. LIEN CLAIMS. Tenant shall not do any act which shall in any
way encumber the title of Landlord in and to the Premises, nor shall any
interest or estate of Landlord in the Premises be in any way subject to any
claim by way of lien or encumbrance, whether by operation of law or by virtue of
any express or implied contract by Tenant, and any claim to or lien upon the
Premises arising from any act or omission of Tenant shall accrue only against
the leasehold estate of Tenant and shall in all respects be subject and
subordinate to the paramount

<PAGE>

title and rights of Landlord in and to the Premises. Tenant will not permit the
Premises to become subject to any mechanics', laborers' or materialmen's lien on
account of labor or material furnished to Tenant or claimed to have been
furnished to Tenant in connection with work of any character performed or
claimed to have been performed on the Premises by or at the direction of
sufferance of Tenant; provided, however that Tenant shall have the right to
contest in good faith and with reasonable diligence, the validity of any such
lien or claimed lien if Tenant shall first give to Landlord an amount equal to
one hundred twenty percent (120%) of the amount of the lien or claimed lien
which, together with interest earned thereon, shall be held by Landlord as
security to insure payment thereof and to prevent any sale, foreclosure or
forfeiture of the Premises by reason of non-payment thereof. The amount so
deposited with Landlord shall be held by Landlord in an account established at a
federally insured banking institution until satisfactory removal of said lien or
claim of lien. Any funds provided by Tenant for security against said liens,
will be held in an interest-bearing account with interest to the benefit of
Tenant. On any final determination of the lien or claim for lien, Tenant will
immediately pay any judgment rendered, with all proper costs and charges, and
will, at its own expense, have the lien released and any judgment satisfied.
Should Tenant fail to diligently contest and pursue such lien contest, Landlord
may, at its option, use the sums so deposited to discharge any such lien and
upon the satisfaction of such lien or encumbrance Landlord shall pay all such
sums remaining on deposit to Tenant.

      SECTION 12.2. LANDLORD'S RIGHT TO CURE. If Tenant shall fail to contest
the validity of any lien or claimed lien or fail to give security to Landlord to
insure payment thereof, or shall fail to prosecute such contest with diligence,
or shall fail to have the same released and satisfy any judgment rendered
thereon, then Landlord may, at its election (but shall not be so required)
remove or discharge such lien or claim for lien (with the right, in its
discretion, to settle or compromise the same), and any amounts advanced by
Landlord, including reasonable attorneys' fees, for such purposes shall be so
much additional rent due from Tenant to Landlord at the next rent date after any
such payment, with interest thereon at the Lease Interest Rate from the date so
advanced.

                                  ARTICLE XIII
                          ALTERATIONS AND IMPROVEMENTS

      SECTION 13.1. ALTERATIONS. Tenant shall not at any time during the Term of
this Lease make any openings in the roof or exterior walls of the Building or
make any Tenant alteration, addition or improvement to the Premises or any
portion thereof (collectively, "Alterations") without in each instance, the
prior written consent of Landlord; provided, however, upon notice to, but
without the consent of Landlord, Tenant shall have the right to make any
Alterations where same are non-structural, do not require openings on the roof
or exterior walls of the Improvements, do not affect any Building system, and do
not exceed TEN THOUSAND AND NO/100 DOLLARS ($10,000.00) in the aggregate in any
twelve (12)-month period. No Alteration to the Premises for which Landlord's
consent is required shall be commenced by Tenant until Tenant has furnished
Landlord with a satisfactory certificate or certificates from an insurance
company acceptable to Landlord, evidencing workmen's compensation coverage, and
insurance coverage in amounts satisfactory to Landlord and protecting Landlord
against public liability and property damage to any person or property, on or
off the Premises, arising out of

<PAGE>

and during the making of such alterations, additions or improvements. Any
Alteration by Tenant hereunder shall be done in a good and workmanlike manner in
compliance with any applicable governmental law, statute, ordinance or
regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall
furnish Landlord with a copy of the "as built" plans covering such construction.
Tenant, at its sole cost and expense, will make all Alterations on the Premises
which may be necessary by the act or neglect of any other person or corporation
(public or private), except Landlord, its agents, employees or contractors.
Before commencing any Alterations, involving an estimated cost of more than TEN
THOUSAND AND NO/100 DOLLARS ($10,000.00): (a) plans and specifications therefor,
prepared by a licensed architect, shall be submitted to and approved by Landlord
(such approval shall not be unreasonably withheld or delayed); (b) Tenant shall
furnish to Landlord an estimate of the cost of the proposed work, certified by
the architect who prepared such plans and specifications; (c) all contracts for
any proposed work shall be submitted to and approved by Landlord; and (d) Tenant
shall either furnish to Landlord a bond in form and substance satisfactory to
Landlord, or such other security reasonably satisfactory to Landlord to insure
payment for the completion of all work free and clear of liens. Tenant further
agrees that all contractors engaging in any construction activity by and for the
benefit of Tenant for which Landlord's consent shall be required shall obtain
comprehensive/commercial general liability, worker's compensation and such other
liability insurance in such amounts as may be reasonably required by Landlord
naming the Landlord as an additional insured and providing liability coverage
during all phases of construction including, without limitation: (a)
contractor's and owners protection; (b) blanket contractual liability coverage;
(c) broad form property damage insurance; (d) statutory worker's compensation
coverage and employer's liability coverage; (e) coverage under the structural
work act of the State of Illinois; and (f) environmental liability, if
applicable. Before commencing any Alteration, Tenant shall provide Landlord with
a written certification that the Alteration does not have any environmental
impact on the Premises. Prior to the commencement of any construction activity
for which Landlord's consent shall be required, certificates of such insurance
coverages (and original policies with respect to environmental liability
insurance) shall be provided to Landlord.

      SECTION 13.2. OWNERSHIP OF ALTERATIONS. All Alterations (except Tenant's
Equipment, as defined in Section 21.2 hereof), put in at the expense of Tenant
shall become the property of Landlord and shall, unless the Landlord request
their removal, remain upon and be surrendered with the Premises as a part
thereof at the termination of this Lease, without compensation or allowance to
Tenant. Landlord may, at its sole option, request that Tenant, at Tenant's sole
cost, remove any such Alterations and if Tenant shall fail to do so, Landlord
may remove the same and Tenant shall pay the cost of such removal to Landlord
upon demand. Notwithstanding the foregoing, upon Tenant's request prior to such
time as Tenant intends to make any Alteration, Landlord shall indicate to Tenant
whether or not such Alterations must be removed upon surrender of the Premises.

      SECTION 13.3. SIGNS. Tenant shall not place any signs on any part of the
Premises without the prior written consent of Landlord, which consent shall not
be unreasonably withheld, and without the approval of the Village of Mundelein,
provided that: (i) the installation and dimensions of said signage is in strict
accordance with applicable law, ordinances and restrictions; (ii) Tenant
continually maintains said signage in a first-class manner; and (iii)

<PAGE>

Tenant, at Tenant's sole cost and expense, removes said signage at the
expiration of the Term and restores the areas in which said signage is placed to
its condition prior to the installation of said signage.

      SECTION 13.4. TENANT INDEMNITY. Tenant hereby agrees to indemnify, defend
and hold the Landlord, its beneficiaries, shareholders, partners or members and
their respective agents and employees harmless from any and all liabilities of
every kind and description which may arise out of or be connected in any way
with said Alterations. Subject to the provisions of Article XII, any mechanic's
lien filed against the Premises for work claimed to have been furnished to
Tenant shall be discharged of record by Tenant within ten (10) days thereafter,
at Tenant's expense. Upon completing any Alterations, Tenant shall furnish
Landlord with contractors' affidavits and full and final waivers of lien and
receipted bills covering all labor and materials expended and used. All
Alterations shall comply with all insurance requirements and with all ordinances
and regulations of any pertinent governmental authority. All alterations and
additions shall be constructed in a good and workmanlike manner and only good
grades of materials shall be used.

      SECTION 13.5. ENVIRONMENTAL IMPACT. Notwithstanding any other term,
covenant or condition contained in this Lease, in the event that any Alteration
has any environmental impact on the Premises, Landlord may deny the Tenant the
right to proceed in Landlord's sole and absolute discretion.

                                   ARTICLE XIV
                                  CONDEMNATION

      SECTION 14.1. TAKING: LEASE TO TERMINATE. In the event the whole of the
Premises shall be taken as a result of the exercise of the power of eminent
domain or condemned for a public or quasi-public use or purpose by any competent
authority or sold to the condemning authority under threat of condemnation, or
in the event a portion of the Premises shall be taken or sold as a result of
such event, and as a result thereof the balance of the Premises cannot be used
for the same purpose as before such taking, sale or condemnation, then and in
either of such events, the Term of this Lease shall terminate as of the date of
vesting of title pursuant to such proceeding or sale. The total award,
compensation or damages received from such proceeding or sale (collectively, the
"Award"), shall be paid to and be the property of Landlord, whether the Award
shall be made as compensation for diminution of the value of the leasehold or
the fee of the Premises or otherwise, and Tenant hereby assigns to Landlord, all
of Tenant's right, title and interest in and to the Award. Tenant shall execute,
immediately upon demand of Landlord, such documents as may be necessary to
facilitate collection by Landlord of any such Award.

      SECTION 14.2. TAKING: LEASE TO CONTINUE. In the event that less than
twenty-five percent (25%) of the usable square footage of the building located
on the Premises shall be taken as a result of the exercise of the power of
eminent domain or condemned for a public or quasi-public use or purpose by any
competent authority or sold to the condemning authority under threat of
condemnation, and as a result thereof the balance of the Premises can be used
for the same purpose as before such taking, sale or condemnation, this Lease
shall not terminate and Landlord, at its sole cost and expense, shall, to the
extent practical, promptly repair and restore

<PAGE>

the Premises, subject to any Extension Events. Any Award paid as a consequence
of such taking, sale, or condemnation, shall be paid to Landlord. Any sums not
so disbursed shall be retained by Landlord. In the event of a taking of land
only, this Lease shall not terminate and Landlord shall not be obligated to
repair or restore the Premises. In the event that more than twenty-five (25%)
percent of the usable square footage of the building located on the Premises
shall be taken as a result of the exercise of the power of eminent domain or
condemned for a public or quasi-public use or purpose by any competent authority
or sold to the condemning authority under threat of condemnation, then Tenant
shall have the right to terminate this Lease. Tenant's right to terminate shall
be exercised by written notice to Landlord given not less than ten (10) days
after Landlord shall have given Tenant written notice of the actual occurrence
of an event giving rise to Tenant's right to terminate the Lease under this
Section 14.2 and the effective date of such Lease termination shall be the date
upon which the transferee of the condemned portion of said building has the
right to possession thereof.

      SECTION 14.3. TENANT'S CLAIM. To the extent permitted by law and subject
to the rights of any lender with respect to the Premises, Tenant shall be
allowed to pursue a claim against the condemning authority (hereinafter referred
to as the "Tenant's Claim") that shall be independent of and wholly separate
from any action, suit or proceeding relating to any award to Landlord for
reimbursement of relocation expenses or for Tenant's Equipment and personal
property, provided: (i) Tenant's Claim shall in no way limit, affect, alter or
diminish in any kind or way whatsoever Landlord's award as a result of such
taking, sale or condemnation; (ii) Tenant's Claim shall in no event include any
claim for any interest in real property, it being expressly understood and
agreed that all sums paid with respect to the real property interests taken,
sold or condemned shall be the sole property of Landlord; and (iii) Tenant's
Claim shall in no event be joined with Landlord's proceeding or argued or heard
concurrently therewith and if the tribunal hearing Tenant's Claim orders such
joinder, Tenant agrees to voluntarily dismiss Tenant's Claim without prejudice
until such time as Landlord has received its award for such taking, sale or
condemnation.

                                   ARTICLE XV
                                  RENT ABSOLUTE

      SECTION 15.1. RENT ABSOLUTE. This Lease shall be deemed and construed to
be a "net lease" and Tenant agrees to pay all costs and expenses of every kind
and nature whatsoever, ordinary and extraordinary, arising out of or in
connection with the ownership, maintenance, repair, replacement, use and
occupancy of the Premises during the Term of this Lease (except for Landlord's
obligations under Section 8.3 herein) which, except for the execution and
delivery hereof, would otherwise have been payable by Landlord.

                                   ARTICLE XVI
                       ASSIGNMENT -- SUBLETTING BY TENANT

      SECTION 16.1. NO ASSIGNMENT, SUBLETTING OR OTHER TRANSFER. Tenant shall
not assign this Lease or any interest hereunder, nor shall Tenant sublet or
permit the use or occupancy of the Premises or any part thereof by anyone other
than Tenant, without the express prior written

<PAGE>

consent of Landlord, which consent shall not be unreasonably withheld or
delayed. No assignment or subletting shall relieve Tenant of its obligations
hereunder, and Tenant shall continue to be liable as a principal and not as a
guarantor or surety, to the same extent as though no assignment or sublease had
been made, unless specifically provided to the contrary in Landlord's consent.
Consent by Landlord pursuant to this Article shall not be deemed, construed or
held to be consent to any additional assignment or subletting, but each
successive act shall require similar consent of Landlord. Landlord shall be
reimbursed by Tenant for any reasonable costs or expenses incurred pursuant to
any request by Tenant for consent to any such assignment or subletting. In the
consideration of the granting or denying of consent, Landlord may, at its
option, take into consideration: (i) the business reputation and credit
worthiness of the proposed subtenant or assignee; (ii) any required alteration
of the Premises; (iii) the intended use of the Premises by the proposed
subtenant or assignee; and (iv) any other factors which Landlord shall deem
relevant.

      SECTION 16.2. OPERATION OF LAW. Tenant shall not allow or permit any
transfer of this Lease, or any interest hereunder, by operation of law, or
convey, mortgage, pledge or encumber this Lease or any interest hereunder.

      SECTION 16.3. EXCESS RENTAL. If Tenant shall, with Landlord's prior
consent as herein required, sublet the Premises, an amount equal to one hundred
percent (100%) of the rental in excess of the base rent and any additional rent
herein provided to be paid shall be for benefit of Landlord and shall be paid to
Landlord promptly when due under any such subletting as additional rent due
hereunder.

      SECTION 16.4. MERGER OR CONSOLIDATION. If Tenant is a corporation whose
stock is not publicly traded, any transaction or series of transactions
(including, without limitation, any dissolution, merger, consolidation or other
reorganization of Tenant, or any issuance, sale, gift, transfer or redemption of
any capital stock of Tenant, whether voluntary, involuntary or by operation of
law, or any combination of any of the foregoing transactions) resulting in the
transfer of control of Tenant, other than by reason of death, shall be deemed to
be a voluntary assignment of this Lease by Tenant subject to the provisions of
this Section 16. If Tenant is a partnership, any transaction or series of
transactions (including without limitation any withdrawal or admittance of a
partner or a change in any partner's interest in Tenant, whether voluntary,
involuntary or by operation of law, or any combination of any of the foregoing
transactions) resulting in the transfer of control of Tenant, other than by
reason of death, shall be deemed to be a voluntary assignment of this Lease by
Tenant subject to the provisions of this assignment of this Lease by Tenant
subject to the provisions of this Section 16. If Tenant is a corporation, a
change or series of changes in ownership of stock which would result in direct
or indirect change in ownership by the stockholders or an affiliated group of
stockholders of less than fifty percent (50%) of the outstanding stock as of the
date of the execution and delivery of this Lease shall not be considered a
change of control. Notwithstanding the immediately foregoing, Tenant may, upon
notice to, but without Landlord's consent, assign this Lease to any corporation
resulting from a merger or consolidation of Tenant, provided that the total
assets and the total net worth of such assignee after such consolidation or
merger shall be in excess of the greater of (i) the net worth of Tenant
immediately prior to such consolidation or merger, or (ii) the net worth of
Tenant as of the date hereof, determined by generally accepted accounting
principles and provided that Tenant is not at such time in default hereunder,
and provided further

<PAGE>

that such successor shall execute an instrument in writing, acceptable to
Landlord in its reasonable discretion, fully assuming all of the obligations and
liabilities imposed upon Tenant hereunder and deliver the same to Landlord.
Tenant shall provide in its notice to Landlord such information as may be
reasonably required by Landlord to determine that the requirements of this
Section 16.4 have been satisfied. As used in this Section 16.4, the term
"control" means possession of the power to vote not less than a majority
interest of any class of voting securities and partnership or limited liability
company interests or to direct or cause the direction (directly or indirectly)
off the management or policies of a corporation, or partnership or limited
liability company through the ownership of voting securities, partnership
interests or limited liability company interests, respectively.

      SECTION 16.5. UNPERMITTED TRANSACTION. Any assignment, subletting, use,
occupancy, transfer or encumbrance of this Lease or the Premises without
Landlord's prior written consent shall be of no effect and shall, at the option
of Landlord, constitute a default under this Lease.

                                  ARTICLE XVII
                                ANNUAL STATEMENTS

      SECTION 17.1. ANNUAL STATEMENTS. Only in the events that Landlord is
seeking financing for the Premises or Landlord is seeking to sell the Premises,
or in the event Tenant is in default under the terms hereunder, Tenant agrees to
furnish Landlord within fifteen (15) days after request, a copy of its most
recent annual statements prepared in accordance with generally accepted
accounting principles together with applicable footnotes and any other financial
information reasonably requested by Landlord (hereinafter collectively referred
to as, the "Financial Information") and agrees that Landlord may deliver such
Financial Information to any mortgagee, prospective mortgagee or prospective
purchaser of the Premises, provided, however, that only with respect to a
prospective purchaser of the Premises, Landlord must obtain a confidentiality
agreement in the same term as the Confidentiality Agreement dated July 27, 1999
by and between Landlord and Tenant ("Confidentiality Agreement") from such
prospective purchaser regarding the Financial Information before delivering such
Financial Information. Except for the deliveries allowed above or pursuant to
any court order, Landlord agrees to keep such Financial Information confidential
pursuant to the terms of the Confidentiality Agreement

                                  ARTICLE XVIII
                            INDEMNITY FOR LITIGATION

      SECTION 18.1. INDEMNITY FOR LITIGATION. Tenant agrees to pay, and to
indemnify and defend Landlord against, all costs and expenses (including
reasonable attorneys' fees) incurred by or imposed upon Landlord by or in
connection with any litigation to which Landlord becomes or is made a party
without fault on its part, whether commenced by or against Tenant, or any other
person or entity or that may be incurred by Landlord in enforcing any of the
covenants and agreements of this Lease with or without the institution of any
action or proceeding relating to the Premises or this Lease, or in obtaining
possession of the Premises after an Event of Default hereunder or upon
expiration or earlier termination of this Lease. The foregoing notwithstanding,
Tenant's responsibility under this Section 18.1 to pay Landlord's costs and

<PAGE>

expenses (including reasonable attorneys' fees) shall not extend to such costs
and expenses incurred in defending an action brought by Tenant to enforce the
terms of this Lease in which there is a court determination that Landlord failed
to perform its obligations under this Lease. The provisions of this Section 18.1
shall survive the expiration or earlier termination of this Lease.

      SECTION 18.2. LANDLORD'S INDEMNITY. Landlord agrees to pay, and to
indemnify and defend Tenant against all costs and expenses (including reasonable
attorney's fees) incurred by or imposed upon Tenant by or in connection with any
litigation by Tenant to enforce Landlord's obligations under this Lease in which
Tenant is the prevailing party.

                                   ARTICLE XIX
                              ESTOPPEL CERTIFICATES

      SECTION 19.1. ESTOPPEL CERTIFICATE. Tenant agrees that on the Commencement
Date and at any time and from time to time thereafter, upon not less than ten
(10) days' prior written request by Landlord, it will execute, acknowledge and
deliver to Landlord, or Landlord's mortgagee to the extent factually accurate, a
statement in writing in the form of EXHIBIT "B" attached hereto and by this
reference incorporated herein; provided, however, Tenant agrees to certify to
any prospective purchaser or mortgagee any other reasonable information
specifically requested by such prospective purchaser or mortgagee.

                                   ARTICLE XX
                             INSPECTION OF PREMISES

      SECTION 20.1. INSPECTIONS. Tenant agrees to permit Landlord and any
authorized representatives of Landlord, to enter the Premises at all reasonable
times on reasonable advance notice not to unreasonably disrupt Tenant's business
at the premises, except in the case of emergency, for the purpose of inspecting
the same. Any such inspections shall be at Landlord's sole expense and solely
for Landlord's purposes and may not be relied upon by Tenant or any other
person.

      SECTION 20.2. SIGNS. Tenant agrees to permit Landlord and any authorized
representative of Landlord to enter the Premises at all reasonable times during
business hours on reasonable advance notice to exhibit the same for the purpose
of sale, mortgage or lease, and during the final six (6) months of the Term
hereof or any extension thereof, Landlord may display on the Premises customary
"For Sale" or "For Rent" signs.

                                   ARTICLE XXI
                                    FIXTURES

      SECTION 21.1. BUILDING FIXTURES. All improvements and all plumbing,
heating, lighting, electrical and air-conditioning fixtures and equipment, and
other articles of personal property used in the operation of the Premises (as
distinguished from operations incident to the

<PAGE>

business of Tenant), whether or not attached or affixed to the Premises
("Building Fixtures"), shall be and remain a part of the Premises and shall
constitute the property of Landlord.

      SECTION 21.2. TENANT'S EQUIPMENT. All of Tenant's trade fixtures and all
personal property, fixtures, apparatus, machinery and equipment now or hereafter
located upon the Premises, other than Building Fixtures, as shall be and remain
the personal property of Tenant, and the same are herein referred to as
"Tenant's Equipment."

      SECTION 21.3. REMOVAL OF TENANT'S EQUIPMENT. Tenant's Equipment may be
removed from time to time by Tenant; provided, however, that if such removal
shall injure or damage the Premises, Tenant shall repair the damage and place
the Premises in the same condition as it would have been if such Tenant's
Equipment had not been installed.

                                  ARTICLE XXII
                                     DEFAULT

      SECTION 22.1. EVENTS OF DEFAULT. Tenant agrees that any one or more of the
following events shall be considered "Events of Default" as said term is used
herein:

                  (a) If an order, judgment or decree shall be entered by any
      court adjudicating Tenant a bankrupt or insolvent, or approving a petition
      seeking reorganization of Tenant or appointing a receiver, trustee or
      liquidator of Tenant, or of all or a substantial part of its assets, and
      such order, judgment or decree shall continue unstayed and in effect for
      any period of sixty (60) days; or

                  (b) Tenant shall file an answer admitting the material
      allegations of a petition filed against Tenant in any bankruptcy,
      reorganization or insolvency proceeding or under any laws relating to the
      relief of debtors, readjustment or indebtedness, reorganization,
      arrangements, composition or extension; or

                  (c) Tenant shall make any assignment for the benefit of
      creditors or shall apply for or consent to the appointment of a receiver,
      trustee or liquidator of Tenant, or any of the assets of Tenant; or

                  (d) Tenant shall file a voluntary petition in bankruptcy, or
      shall admit in writing its inability to pay its debts as they come due, or
      shall file a petition or an answer seeking reorganization or arrangement
      with creditors or take advantage of any insolvency law; or

                  (e) A decree or order appointing a receiver of the property of
      Tenant shall be made and such decree or order shall not have been vacated
      within sixty (60) days from the date of entry or granting thereof; or

                  (f) Tenant shall default in making any payment of Rent or
      other payment required to be made by Tenant hereunder when due as herein
      provided, and such default continues for five (5) days after written
      notice from Landlord; provided, however, that if Tenant defaults more than
      two (2) times in any such payment in any consecutive

<PAGE>

      twelve (12) month period, then no written notice of such third default or
      any subsequent default from Landlord shall be required; or

                  (g) Tenant shall be in default in the performance of or
      compliance with any of the agreements, terms, covenants or conditions in
      this Lease other than those referred to in the foregoing subparagraphs (a)
      through (g) of this Section for a period of twenty (20) days after notice
      from Landlord to Tenant specifying the items in default, or in the case of
      a default which cannot, with due diligence, be cured within said twenty
      (20)-day period, Tenant fails to proceed within said twenty (20)-day
      period to cure the same and thereafter to prosecute the curing of such
      default with due diligence (it being intended in connection with a default
      not susceptible of being cured with due diligence within said twenty
      (20)-day period that the time of Tenant within which to cure the same
      shall be extended for such period as may be necessary to complete the same
      with all due diligence).

      Upon the occurrence of any one or more of such Events of Default, Landlord
may at its election terminate this Lease or terminate Tenant's right to
possession only, without terminating this Lease. Upon termination of this Lease
or of Tenant's right to possession, Tenant shall immediately surrender
possession and vacate the Premises, and deliver possession thereof to Landlord,
and Landlord or Landlord's agents may immediately or any time thereafter without
notice, re-enter the Premises and remove all persons and all or any property
therefrom, either by any suitable action or proceeding at law or equity or by
force or otherwise, without being liable in indictment, prosecution or damages,
therefor, and repossess and enjoy the Premises, together with the right to
receive all income of, and from, the Premises.

      Upon termination of this Lease, Landlord shall be entitled to recover as
liquidated damages, because the parties hereto recognize that as of the date
hereof actual damages are not ascertainable and are of imprecise calculation and
not as a penalty, all Rent and other sums due and payable by Tenant through the
date of termination plus (i) an amount equal to sixty percent (60%) of the Rent
and other sums provided herein to be paid by Tenant for the residue of the Term,
and (ii) the costs of performing any other covenants to be performed by Tenant.

      If Landlord elects to terminate Tenant's right to possession only, without
terminating this Lease, Landlord may, at Landlord's option, enter into the
Premises, remove Tenant's signs and other evidences of tenancy, and take and
hold possession thereof as hereinabove provided, without such entry and
possession terminating this Lease or releasing Tenant, in whole or in part, from
Tenant's obligations to pay the Rent hereunder for the full Term or from any
other obligations of Tenant under this Lease. Landlord shall use commercially
reasonably efforts to relet all or any part of the Premises for such rent and
upon terms as are commercially reasonable (including the right to relet the
Premises for a term greater or lesser than that remaining of the Term of
premises and the right to relet the Premises as a part of a larger area, the
right to change the character or use made of the Premises and the right to grant
concessions of free rent). For the purpose of such reletting, Landlord may
decorate or make any repairs, changes, alterations, or additions in or to the
Premises that may be necessary or desirable. If, after thirty (30) days from the
occurrence of the Event of Default, Landlord is unable to relet the Premises
after using such commercially reasonably efforts to do so, Landlord shall have
the right to terminate this Lease, in which event, Tenant shall pay to Landlord
liquidated damages (because the parties hereto

<PAGE>

recognize that as of the date hereof actual damages are not ascertainable and
are of imprecise calculation and not as a penalty) equal to sixty percent (60%)
of the Rent, and other sums provided herein to be paid by Tenant for the
remainder of the Term. If the Premises are relet and sufficient sums shall not
be realized from such reletting after payment of all expenses of such
decorations, repairs, changes, alterations, additions and the expenses of
repossession and such reletting, and the collection of the Rent herein provided
and other payments required to be made by Tenant under the provisions of this
Lease for the remainder of the Term of this Lease then, in such event, Tenant
shall pay to Landlord on demand any such deficiency and Tenant agrees that
Landlord may file suit to recover any sums falling due under the terms of this
Section from time to time, and all costs and expenses of Landlord, including
attorneys' fees, incurred in connection with any such suit shall be paid by
Tenant.

      SECTION 22.2. WAIVERS. Tenant hereby expressly waives, so far as permitted
by law, the service of any notice of intention to re-enter provided for in any
statute, and except as is herein otherwise provided. Tenant for and on behalf of
itself and all persons claiming through or under Tenant, also waives any and all
rights of redemption or re-entry or repossession in case Tenant shall be
dispossessed by a judgment or by warrant of any court or judge or in case of
re-entry or repossession by Landlord or in case of any expiration or termination
of this Lease.. The terms "enter," "re-enter," "entry" or "re-entry" as used in
this Lease are not restricted to their technical legal meanings.

      SECTION 22.3. BANKRUPTCY. If Landlord shall not be permitted to terminate
this Lease, as provided in this Article XXII because of the provisions of the
United States Code relating to Bankruptcy, as amended (the "Bankruptcy Code"),
then Tenant as a debtor-in-possession or any trustee for Tenant agrees promptly,
within no more than sixty (60) days after the filing of the bankruptcy petition,
to assume or reject this Lease. In such event, Tenant or any trustee for Tenant
may only assume this Lease if: (a) it cures or provides adequate assurances that
the trustee will promptly cure any default hereunder; (b) compensates or
provides adequate assurance that Tenant will promptly compensate Landlord of any
actual pecuniary loss to Landlord resulting from Tenant's default; and (c)
provides adequate assurance of performance during the fully stated term hereof
of all of the terms, covenants, and provisions of this Lease to be performed by
Tenant. In no event after the assumption of this Lease shall any then-existing
default remain uncured for a period in excess of the earlier of ten (10) days or
the time period set forth herein. Adequate assurance of performance of this
Lease, as set forth hereinabove, shall include, without limitation, adequate
assurance: (i) of the source of rent reserved hereunder; and (ii) that the
assumption of this Lease will not breach any provision hereunder.

      If Tenant assumes this Lease and proposes to assign the same pursuant to
the provisions of the Bankruptcy Code to any person or entity who shall have
made a bona fide offer to accept an assignment of this Lease on terms acceptable
to Tenant, then notice of such proposed assignment, setting forth: (i) the name
and address of such person; (ii) all of the terms and conditions of such offer,
and (iii) the adequate assurance to be provided Landlord to assure such person's
future performance under the Lease, including, without limitation, the assurance
referred to in Section 365(b)(3) of the Bankruptcy Code, shall be given to
Landlord by the Tenant no later than twenty (20) days after receipt by the
Tenant but in any event no later than ten (10) days prior to the date that the
Tenant shall make application to a court of competent jurisdiction for authority
and approval to enter into such assignment and assumption, and

<PAGE>

Landlord shall thereupon have the prior right and option, to be exercised by
notice to the Tenant given at any time prior to the effective date of such
proposed assignment, to accept an assignment of this Lease upon the same terms
and conditions and for the same consideration, if any, as the bona fide offer
made by such person, less any brokerage commissions which may be payable out of
the consideration to be paid by such person for the assignment of this Lease.

      If this Lease is assigned to any person or entity pursuant to the
provisions of the Bankruptcy Code any and all monies or other considerations
payable or otherwise to be delivered to Landlord, shall be and remain the
exclusive property of Landlord and shall not constitute property of Tenant or of
the estate of the Tenant within the meaning of the Bankruptcy Code. Any and all
monies or other considerations constituting the Landlord's property under the
preceding sentence not paid or delivered to the Landlord shall be held in trust
for the benefit of Landlord and shall be promptly paid to the Landlord.

      Any person or entity to which this Lease is assigned pursuant to the
provisions of the Bankruptcy Code shall be conclusively deemed without further
act or deed to have assumed all of the obligations arising under this Lease on
and after the date of such assignment. Any such assignee shall upon demand
execute and deliver to Landlord an instrument confirming such assumption. Any
such assignee shall be permitted to use the Leased Premises only for the Use.

      Nothing contained in this Section shall, in any way, constitute a waiver
of the provisions of Article XVI of this Lease relating to alienation. Tenant
shall not, by virtue of this section, have any further rights relating to
assignment other than those granted in the Bankruptcy Code. Notwithstanding
anything in this Lease to the contrary, all amounts payable by Tenant to or on
behalf of Landlord under this Lease, whether or not expressly denominated as
rent, shall constitute rent for the purpose of Section 501(b)(6) or any
successive section of the Bankruptcy Code.

                                  ARTICLE XXIII
                  LANDLORD'S PERFORMANCE OF TENANT'S COVENANTS

      SECTION 23.1. LANDLORD'S RIGHT TO PERFORM TENANT'S OBLIGATIONS. In the
event Tenant shall fail to maintain any insurance required to be paid by it
under the terms hereof, or in an Emergency Situation or upon occurrence of an
Event of Default, Landlord may (but shall not be obligated so to do), and
without waiving or releasing Tenant from any obligation of Tenant hereunder,
make any payment or perform any other act which Tenant is obligated to make or
perform under this Lease in such manner and to such extent as Landlord may deem
desirable; and in so doing Landlord shall also have the right to enter upon the
Premises for any purpose reasonably necessary in connection therewith and to pay
or incur any other necessary and incidental costs and expenses, including
reasonable attorneys' fees. All sums so paid and all liabilities so incurred by
Landlord, together with interest thereon at the rate per annum which is the
lesser of (i) the Lease Interest Rate or (ii) the highest rate permitted by law
shall be deemed Additional Rent hereunder and shall be payable to Landlord upon
demand as Additional Rent. Landlord shall use reasonable efforts to give prior
notice (which may be oral) of its performance, if reasonably feasible under the
circumstances. The performance of any such obligation by Landlord shall not
constitute a waiver of Tenant's default in failing to perform the same.

<PAGE>

Inaction of Landlord shall never be considered as a waiver of any right accruing
to it pursuant to this Lease. Landlord, in making any payment hereby authorized:
(a) relating to Taxes, may do so according to any bill, statement or estimate,
without inquiry into the validity of any tax, assessment, sale, forfeiture, tax
lien or title or claim thereof, (b) for the discharge, compromise or settlement
of any lien, may do so without inquiry as to the validity or amount of any claim
for lien which may be asserted; or (c) in connection with the completion of
construction of improvements to the Premises or the repair, maintenance or the
payment of operating costs thereof, may do so in such amounts and to such
persons as Landlord reasonably may deem appropriate. Nothing contained herein
shall be construed to require Landlord to advance monies for any purpose.
Landlord shall not in any event be liable for inconvenience, annoyance,
disturbance, loss of business or other damage of Tenant or any other occupant of
the Premises or any part thereof, by reason of making repairs or the performance
of any work on the Premises or on account of bringing materials, supplies and
equipment into or through the Premises during the course thereof and the
obligations of Tenant under this Lease shall not thereby be affected in any
manner. In doing so, however, Landlord shall use reasonable efforts not to
interfere with the normal operation of the Premises. The term "EMERGENCY
SITUATION" shall mean a situation which has caused or is likely to cause bodily
injury to persons, contamination of or physical damage to the Premises or
adjoining property or economic liability or criminal jeopardy to Landlord.

                                  ARTICLE XXIV
                              EXERCISE OF REMEDIES

      SECTION 24.1. CUMULATIVE REMEDIES. No remedy contained herein or otherwise
conferred upon or reserved to Landlord, shall be considered exclusive of any
other remedy, but the same shall be cumulative and shall be in addition to every
other remedy given herein, now or hereafter existing at law or in equity or by
statute, and every power and remedy given by this Lease to Landlord may be
exercised from time to time and as often as occasion may arise or as may be
deemed expedient. No delay or omission of Landlord to exercise any right or
power arising from any default shall impair any such right or power or shall be
construed to be a waiver of any such default or an acquiescence therein.

      SECTION 24.2. NO WAIVER. No waiver of any breach of any of the covenants
of this Lease shall be construed, taken or held to be a waiver of any other
breach, or a waiver, acquiescence in or consent to any further or succeeding
breach of the same covenant. The acceptance by Landlord of any payment of Rent
or other sums payable hereunder after the termination by Landlord of this Lease
or of Tenant's right to possession hereunder shall not, in the absence of
agreement in writing to the contrary by Landlord, be deemed to restore this
Lease or Tenant's right to possession hereunder, as the case may be, but shall
be construed as a payment on account and not in satisfaction of damages due from
Tenant to Landlord. Receipt of Rent by Landlord, with knowledge of any breach of
this Lease by Tenant or of any default by Tenant in the observance or
performance of any of the conditions or covenants of this Lease, shall not be
deemed to be a waiver of any provision of this Lease.

<PAGE>

                                   ARTICLE XXV
                           SUBORDINATION TO MORTGAGES

      SECTION 25.1. SUBORDINATION. Landlord may execute and deliver a mortgage
or trust deed in the nature of a mortgage (both sometimes hereinafter referred
to as "Mortgage") against the Premises or any portion thereof. This Lease and
the rights of Tenant hereunder, shall automatically, and without the requirement
of the execution of any further documents, be and are hereby made expressly
subject and subordinate at all times to the lien of any Mortgage now or
hereafter encumbering any portion of the Improvements, and to all advances made
or hereafter to be made upon the security thereof, provided, however, the holder
of said Mortgage agrees in writing not to disturb the rights of Tenant under
this Lease so long as Tenant is not in default hereunder. Notwithstanding the
foregoing, Tenant agrees to execute and deliver such instruments subordinating
this Lease to the lien of any such Mortgage as may be requested in writing by
Landlord from time to time, provided that such instruments shall not materially
modify the terms of this Lease. Notwithstanding anything to the contrary
contained herein, any mortgagee under a Mortgage may, by notice in writing to
the Tenant, subordinate its Mortgage to this Lease.

      SECTION 25.2. MORTGAGE PROTECTION. Tenant agrees to give the holder of any
Mortgage, by registered or certified mail, a copy of any notice of default
served upon the Landlord by Tenant, provided that prior to such notice Tenant
has received notice (by way of service on Tenant of a copy of an assignment of
rents and leases, or otherwise) of the address of such mortgagee and containing
a request therefor. Tenant further agrees that if Landlord shall have failed to
cure such default within the time provided for in this Lease and such default
does not materially adversely affect the habitability of the Premises, then said
mortgagee shall have an additional thirty (30) days after receipt of notice
thereof within which to cure such default or, if such default cannot be cured
within that time, then such additional time as may be necessary, if, within such
thirty (30) days, any mortgagee has commenced and is diligently pursuing the
remedies necessary to cure such default (including but not limited to
commencement of foreclosure proceedings, if necessary to effect such cure). Such
period of time shall be extended by any period within which such mortgagee is
prevented from commencing or pursuing such foreclosure proceedings by reason of
Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to
cure such defaults has expired without cure, Tenant shall have no right to, and
shall not, terminate this Lease on account of default. This Lease may not be
modified or amended so as to reduce the Rent or shorten the Term, or so as to
adversely affect in any other respect to any material extent the rights of the
Landlord, nor shall this Lease be cancelled or surrendered, without the prior
written consent, in each instance, of the mortgagee.

                                  ARTICLE XXVI
                              INDEMNITY AND WAIVER

      SECTION 26.1. INDEMNITY. Tenant shall not do or permit any act or thing to
be done or omit to do any act or thing upon the Premises which may subject
Landlord to any liability or responsibility for injury, damage to persons or
property, or to any liability by reason of any violation of applicable laws and
shall exercise such control over the Premises so as to fully protect Landlord
against any such liability. Tenant shall defend, indemnify and save Landlord,

<PAGE>

and any official, agent, beneficiary, contractor, director, employee, lessor,
mortgagee, officer, parent, partner, shareholder and trustee of Landlord (each
an "INDEMNIFIED PARTY") representatives, successors and assigns harmless from
and against any and all liabilities, suits, judgments, settlements, obligations,
fines, damages, penalties, claims, costs, charges and expenses, including,
without limitation, engineers', architects' and attorneys' fees, court costs and
disbursements, which may be imposed upon or incurred by or asserted against any
Indemnified Party by reason of any of the following occurring during or after
(but attributable to a period of time falling within) the Term:

                  (a) any demolition or razing or construction of any
      improvements or any other work or thing done in, on or about the Premises
      or any part thereof by Tenant or any member of the Tenant Group (defined
      below), including any claim that such work constitutes "public works";

                  (b) any use, nonuse, possession, occupation, alteration,
      repair, condition, operation, maintenance or management of the Premises or
      any part thereof or of any tunnel, creek, ditch, detention area, sidewalk,
      curb or vault adjacent thereto by Tenant or any member of the Tenant
      Group;

                  (c) any act or failure to act on the part of Tenant or any
      member of the Tenant Group;

                  (d) any accident, injury (including death) or damage to any
      person or property occurring in, on or about the Premises or any part
      thereof or in, on or about any tunnel, creek, ditch, detention area,
      sidewalk, curb or vault adjacent thereto as a result of the act or neglect
      of Tenant or any member of the Tenant Group;

                  (e) any failure to perform or comply with any of the
      covenants, agreements, terms or conditions in this Lease on Tenant's part
      to be performed or complied with (other than the payment of money);

                  (f) any lien or claim which may be alleged to have arisen
      against or on the Premises, or any lien or, claim which may be alleged to
      have arisen out of this Lease and created or permitted to be created by
      Tenant or any member of the Tenant Group against any assets of Landlord,
      or any liability which may be asserted against Landlord with respect
      thereto;

                  (g) any failure on the part of Tenant to keep, observe and
      perform any of the terms, covenants, agreements, provisions, conditions or
      limitations contained in the contracts and agreements affecting the
      Premises on Tenant's part to be kept, observed or performed; and

                  (h) any contest permitted pursuant to the provisions of this
      Lease.

      No agreement or covenant of Tenant in this Section 26.1 shall be deemed to
exempt Landlord from, and Tenant's obligations under this Section 26.1 shall not
include liability or

<PAGE>

damages for injury to persons or damage to property caused by or resulting from
the negligence of Landlord, its agents or employees, in the operation or
maintenance of the Project.

      The obligations of Tenant under this Section 26.1 shall not be affected in
any way by the absence in any case of covering insurance or by the failure or
refusal of any insurance carrier to perform any obligation on its part under
insurance policies affecting the Premises or any part thereof.

      SECTION 26.2. WAIVER OF CLAIMS. Except for the negligence of Landlord
and/or Landlord's agents, Tenant waives all claims it may have against Landlord
and Landlord's agents for damage or injury to person or property sustained by
Tenant or any persons claiming through Tenant or by any occupant of the
Premises, or by any other person, resulting from any part of the Premises
becoming out of repair, or resulting from any accident on or about the Premises
or resulting directly or indirectly from any act or neglect of any person,
including Landlord to the extent permitted by law. This Section 26.2. shall
include, but not by way of limitation, damage caused by water, snow, frost,
steam, excessive heat or cold, sewage, gas, odors, or noise, or caused by
bursting or leaking pipes or plumbing fixtures, and shall apply equally whether
any such damage results from the act or neglect of Tenant or of any other
person, including Landlord to the extent permitted by law, and whether such
damage be caused or result from anything or circumstance above mentioned or
referred to, or to any other thing or circumstance whether of a like nature or
of a wholly different nature. All Tenant's Equipment and other personal property
belonging to Tenant or any occupant of the Premises that is in or on any part of
the Premises shall be there at the risk of Tenant or of such other person only,
and Landlord shall not be liable for any damage thereto or for the theft or
misappropriation thereof.

                                  ARTICLE XXVII
                                    SURRENDER

      SECTION 27.1. CONDITION. Upon the termination of this Lease whether by
forfeiture, lapse of time or otherwise, or upon the termination of Tenant's
right to possession of the Premises, Tenant will at once surrender and deliver
up the Premises to Landlord, broom clean, in good order, condition and repair,
reasonable wear and tear excepted. "Broom clean" means free from all debris,
dirt, rubbish, personal property of Tenant, oil, grease, tire tracks or other
substances, inside and outside of the Improvements and on the grounds comprising
the Premises. Any damage caused by removal of Tenant from the Premises,
including any damages caused by removal of Tenant's Equipment as defined above,
shall be repaired and paid for by Tenant prior to the expiration of the Term.

      SECTION 27.2. REMOVAL OF TENANT'S EQUIPMENT. Upon the termination of this
Lease by lapse of time, or otherwise, Tenant may remove Tenant's Equipment
provided, however, that Tenant shall repair any injury or damage to the Premises
which may result from such removal. If Tenant does not remove Tenant's Equipment
from the Premises prior to the end of the Term, however ended, Landlord may, at
its option, remove the same and deliver the same to any other place of business
of Tenant or warehouse the same, and Tenant shall pay the cost of such removal
(including the repair of any injury or damage to the Premises resulting from
such removal), delivery and warehousing to Landlord on demand, or Landlord may
treat tenant's

<PAGE>

equipment as having been conveyed to Landlord with this Lease as a Bill of Sale,
without further payment or credit by Landlord to Tenant.

      SECTION 27.3. HOLDOVER. If Tenant retains possession of the Premises or
any part thereof after the termination of the Term, by lapse of time and
otherwise, then Tenant shall pay to Landlord monthly rent, at double the rate
payable for the month immediately preceding said holding over (including
increases for additional rent which Landlord may reasonably estimate), computed
on a per-month basis, for each month or part thereof (without reduction for any
such partial month) that Tenant thus remains in possession, and in addition
thereto, Tenant shall pay Landlord all damages, consequential as well as direct,
sustained by reason of Tenant's retention of possession. Alternatively, at the
election of Landlord expressed in a written notice to Tenant and not otherwise,
such retention of possession shall constitute a renewal of this Lease for one
(1) year, at a rental equal to one hundred twenty percent (120%) of the Rent
during the previous year. The provisions of this paragraph do not exclude the
Landlord's rights of re-entry or any other right hereunder. Any such extension
or renewal shall be subject to all other terms and conditions herein contained.

                                 ARTICLE XXVIII
                           COVENANT OF QUIET ENJOYMENT

      SECTION 28.1. COVENANT OF QUIET ENJOYMENT. Landlord covenants that Tenant,
on paying the Rent and all other charges payable by Tenant hereunder, and on
keeping, observing and performing all the other terms, covenants, conditions,
provisions and agreements herein contained on the part of Tenant to be kept,
observed and performed, all of which obligations of Tenant are independent of
Landlord's obligations hereunder, shall, during the Term, peaceably and quietly
have, hold and enjoy the Premises subject to the terms, covenants, conditions,
provisions and agreement hereof free from hindrance by Landlord or any person
claiming by, through or under Landlord.

                                  ARTICLE XXIX
                                  NO RECORDING

      SECTION 29.1. SHORT FORM OF LEASE. This Lease shall not be recorded,
except Tenant, at its sole cost and expense, may record a short form memorandum
of this Lease detailing only its right of first refusal to purchase as granted
in Article XXXVI herein strictly in the form set forth on Exhibit "D" attached
hereto and incorporated herein.

                                   ARTICLE XXX
                                     NOTICES

      SECTION 30.1. NOTICES. All notices, consents, approvals to or demands upon
or by Landlord or Tenant desired or required to be given under the provisions
hereof, shall be in writing. Any notices or demands from Landlord to Tenant
shall be deemed to have been duly and sufficiently given if a copy thereof has
been personally served, forwarded by expedited messenger or recognized overnight
courier service with evidence of delivery or mailed by United

<PAGE>

States registered or certified mail in an envelope properly stamped and
addressed to Tenant at Tenant's Mailing Address, or at such other address as
Tenant may theretofore have furnished by written notice to Landlord. Any notices
or demands from Tenant to Landlord shall be deemed to have been duly and
sufficiently given if forwarded by expedited messenger or recognized overnight
courier service with evidence of delivery or mailed by United States registered
or certified mail in an envelope properly stamped and addressed to Landlord at
Landlord's Mailing Address, with a copy to Mark S. Richmond, Katz Randall &
Weinberg, 333 West Wacker Drive, Suite 1800, Chicago, Illinois 60606, or at such
other address as Landlord may theretofore have furnished by written notice to
Tenant. The effective date of such notice shall be the date of actual delivery,
except that if delivery is refused, the effective date of notice shall be the
date delivery is refused.

                                  ARTICLE XXXI
                             COVENANTS RUN WITH LAND

      SECTION 31.1. COVENANTS. All of the covenants, agreements, conditions and
undertakings in this Lease contained shall extend and inure to and be binding
upon the heirs, executors, administrators, successors and assigns of the
respective parties hereto, the same as if they were in every case specifically
named, and shall be construed as covenants running with the Land, and wherever
in this Lease reference is made to either of the parties hereto, it shall be
held to include and apply to, wherever applicable, the heirs, executors,
administrators, successors and assigns of such party. Nothing herein contained
shall be construed to grant or confer upon any person or persons, firm,
corporation or governmental authority, other than the parties hereto, their
heirs, executors, administrators, successors and assigns, any right, claim or
privilege by virtue of any covenant, agreement, condition or undertaking in this
Lease contained.

      SECTION 31.2. RELEASE OF LANDLORD. The term "Landlord" as used in this
Lease, so far as covenants or obligations on the part of Landlord are concerned,
shall be limited to mean and include only the owner or owners at the time in
question of title to the Premises, and in the event of any transfer or transfers
of the title, Landlord herein named (and in the case of any subsequent transfers
or conveyances, the then grantor) shall be automatically freed and relieved,
from and after the date of such transfer or conveyance, of all personal
liability as respects the performance of any covenants or obligations on the
part of Landlord contained in this Lease thereafter to be performed; provided
that any funds in the hands of such Landlord or the then grantor at the time of
such transfer, in which Tenant has an interest, shall be turned over to the
grantee.

                                  ARTICLE XXXII
                              ENVIRONMENTAL MATTERS

      SECTION 32.1. DEFINED TERMS.

                  (a) "HAZARDOUS MATERIAL" shall include but shall not be
      limited to any substance, material, or waste that is regulated by any
      federal, state, or local governmental authority because of toxic,
      flammable, explosive, corrosive, reactive, radioactive or other properties
      that may be hazardous to human health or the

<PAGE>

      environment, including without limitation asbestos and asbestos-containing
      materials, radon, petroleum and petroleum products, urea formaldehyde foam
      insulation, methane, lead-based paint, polychlorinated biphenyl compounds,
      hydrocarbons or like substances and their additives or constituents,
      pesticides, agricultural chemicals, and any other special, toxic, or
      hazardous substances, materials, or wastes of any kind, including without
      limitation those now or hereafter defined, determined, or identified as
      "hazardous substances," "hazardous materials," "toxic substances," or
      "hazardous wastes" in any Environmental Law.

                  (b) "ENVIRONMENTAL LAW" shall mean any federal, state, or
      local law, statute, ordinance, code, rule, regulation, policy, common law,
      license, authorization, decision, order, or injunction which pertains to
      health, safety, any Hazardous Material, or the environment (including but
      not limited to ground, air, water, or noise pollution or contamination,
      and underground or aboveground tanks) and shall include, without
      limitation, the Resource Conservation and Recovery Act, 42 U.S.C. 86901 et
      seq., as amended by the Hazardous and Solid Waste Amendments of 1984; the
      Comprehensive Environmental Response, Compensation and Liability Act of
      1980, 42 U.S.C. 89601 et seq., as amended by the Superfund Amendments and
      Reauthorization Act of 1986; the Hazardous Materials Transportation Act,
      49 U.S.C. 81801 et seq.; the Federal Water Pollution Control Act, 33
      U.S.C. 81251 et seq.; the Clean Air Act, 42 U.S.C. 87401 et seq.; the
      Toxic Substances Control Act, 15 U.S.C. 82601 et seq.; the Safe Drinking
      Water Act, 42 U.S.C. Section 300f et seq.; the Illinois Environmental
      Protection Act, 415 ILCS 4/1 et seq.; the Municipal Code of the City of
      Chicago; the Rivers and Harbors Act, (33 U.S.C. 8401 et seq.); the
      Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C.
      11001 et seq. ("EPCRA"), the Federal Insecticide, Fungicide and
      Rodenticide Act, 7 U.S.C. 136 to 136y; the Oil Pollution Act of 1990,33
      U.S.C. 2701 et seq.; and the Occupational Safety and Health Act, 29 U.S.C.
      651 et seq, and any other federal, state, or local environmental
      requirements, together with all rules, regulations, orders, and decrees
      now or hereafter promulgated under any of the foregoing, as any of the
      foregoing now exist or may be changed or amended or come into effect in
      the future.

                  (c) "ENVIRONMENTAL CLAIM" shall mean and include any demand,
      notice of violation, inquiry, cause of action, proceeding, or suit for
      damages (including reasonable attorneys', consultants', and experts' fees,
      costs or expenses), losses, injuries to person or property, damages to
      natural resources, fines, penalties, interest, cost recovery,
      compensation, or contribution resulting from or in any way arising in
      connection with any Hazardous Material or any Environmental Law.

                  (d) "PRE-EXISTING CONDITION" shall mean the presence of any
      Hazardous Material on the Premises, to the extent such Hazardous Material
      was not introduced onto the Premises after the Commencement Date.

                  (e) "ENVIRONMENTAL CONDITION" shall mean (i) the presence on
      the Premises of one or more underground storage tanks or (ii) the
      existence of any Hazardous Material on the Premises, other than a
      Pre-Existing Condition,

<PAGE>

                        (i) in violation of or requiring cleanup under any
            Environmental Law or the provisions of this Article XXXII, or

                        (ii) in concentrations or at levels exceeding applicable
            federal, state, or local standards for soil, groundwater, or waste
            on residential properties,

either of which subjects Landlord to liability for any Environmental Claim or
which must be remediated to prevent Landlord from incurring loss of any kind.

                  (f) "ENVIRONMENTAL REMEDIATION" shall mean any investigation,
      cleanup, removal, containment, remediation, or other action relating to an
      Environmental Condition (i) required pursuant to any Environmental Law, or
      (ii) necessary to prevent Landlord from incurring, or relieve Landlord
      from, loss of any kind as a result of an Environmental Claim.

                  (g) "REMEDIATING PARTY" shall mean the party which has elected
      (or is deemed to have elected) to perform any Environmental Remediation.

                  (h) "TENANT GROUP" any or all of Tenant's agents, employees,
      representatives, contractors, workmen, mechanics, suppliers, customers,
      guests, licensees, invitees, sublessees, assignees and all of their
      respective successors and assigns or any party claiming by, through or
      under any of them.

      SECTION 32.2. TENANT'S COVENANTS WITH RESPECT TO ENVIRONMENTAL MATTERS.
During the Term, Tenant, at its sole cost and expense, shall:

                  (a) comply with all Environmental Laws relating to the use and
      operation of the Premises;

                  (b) keep the Premises free of any Hazardous Material other
      than Hazardous Substances customarily used in the normal operation,
      repair, maintenance or cleaning of warehouses or offices ("Permitted
      Substances") in, by Tenant or any of the Tenant Group and which are used
      and stored in strict compliance with Environmental Laws and the terms of
      this Lease;

                  (c) not exacerbate a Pre-Existing Condition;

                  (d) upon the discovery of an Environmental Condition:

                        (i) promptly, but not later than three (3) business days
            after the discovery of the Environmental Condition, notify Landlord
            of the Environmental Condition;

                        (ii) furnish a letter of credit, personal guaranty,
            escrow of funds, or other security reasonably acceptable to Landlord
            to secure performance of Environmental Remediation and to assure
            Landlord that all necessary funds are readily available to Landlord
            to pay the costs and expenses of Environmental

<PAGE>

            Remediation provided such Environmental Remediation is not the
            result of a Pre-Existing Condition which Tenant has not exacerbated;

                        (iii) prior to commencement of any Environmental
            Remediation, submit a proposed scope of work for the Environmental
            Remediation, together with a timetable and a cost estimate, to
            Landlord for review and approval;

                        (iv) after obtaining Landlord's approval, diligently
            perform the approved Environmental Remediation;

                        (v) submit to Landlord in a timely manner for Landlord's
            review and comment the documentation and information required by
            Sections 32.6 and 32.7 of this Lease relating to each phase of the
            Environmental Remediation;

                        (vi) comply with applicable release reporting
            requirements and provide Landlord with any information necessary for
            Landlord to comply with Environmental Law; and

                        (vii) obtain a so-called "no further action letter" or
            other acknowledgment from the federal, state, or local governmental
            agency with jurisdiction over the Environmental Condition that the
            Premises have been fully remediated without reliance on
            institutional controls (including but not limited to deed
            restrictions) or engineered barriers;

                  (e) not install or operate any above or below ground tank,
      sump, pit, pond, lagoon, or other storage or treatment vessel or device on
      the Premises without first obtaining Landlord's prior written consent;

                  (f) not handle, use, generate, treat, dispose of, or permit
      the use, handling, generation, treatment, storage, or disposal of any
      Hazardous Material in, on, under, around, or above the Premises at any
      time during the Term, except for Permitted Substances used and stored in
      strict compliance with Environmental Laws and the terms of this Lease;

                  (g) not use any above-ground tank (including barrels and
      drums), of any size within or without the Premises, except (i) in
      compliance with all Environmental Laws, and (ii) if secondary containment
      approved by Landlord is provided. Empty tanks, barrels and drums shall be
      presumed to have one (1) inch of product remaining when declared empty.

      SECTION 32.3. CONDUCT OF TENANT. If Tenant, with the prior written
authorization of Landlord, which authorization may be granted or denied by
Landlord in its sole and absolute discretion, generates, uses, transports,
stores, treats, or disposes of any Hazardous Material:

                  (a) Tenant shall, at its own cost and expense, comply with all
      Environmental Laws relating to any Hazardous Material;

<PAGE>

                  (b) Tenant shall (i) not dispose of any Hazardous Material in
      dumpsters or trash containers or at any other location' at the Premises;
      (ii) not discharge any Hazardous Material into drains or sewers; (iii) not
      cause or allow the release, discharge, emission, or run-off of any
      Hazardous Material to air, surface waters, the land, or ground water,
      whether directly or indirectly; (iv) at Tenant's own cost and expense,
      arrange for the lawful transportation and off-site disposal of all
      Hazardous Materials generated by Tenant: (v) provide secondary containment
      around all Hazardous Material storage containers, storage facilities, and
      above-ground storage tanks; (vi) conduct all necessary environmental
      inspections, including but not limited to asbestos inspections prior to
      any renovation or demolition as required by 40 CFR Part 61, and provide
      copies of all reports associated with such inspections to Landlord; (vii)
      comply with all reporting requirements under any federal, state, or local
      ordinance, statute, or regulation, including but not limited to toxics
      inventory reporting under EPCRA, the provisions of 40 CFR Part 61, or
      various regulations controlling the emissions of volatile organic
      compounds, and Tenant shall provide copies of all such reports and
      notifications to Landlord; and (viii) use only highly skilled people
      acceptable to Landlord to address all environmental issues associated with
      the Premises, and ensure that such people and all employees of the Tenant
      shall receive all training or certification required under any federal,
      state, or local legal requirement specifically mentioned or alluded to in
      Section 30.1 of this Lease;

                  (c) Tenant shall promptly provide Landlord with copies of all
      communications, permits, or agreements with any governmental authority or
      agency (federal, state, or local) or any private entity relating in any
      way to the violation or alleged violation of any Environmental Laws or to
      any violation of Tenant's obligations under subparagraph (B) above;

                  (d) Landlord and Landlord's agents and employees shall have
      the right to enter the Premises, upon advance notice to Tenant and shall
      not unreasonably disrupt Tenant's business operations at the Premises,
      except in the event of an emergency, and/or conduct appropriate tests for
      the purpose of ascertaining that Tenant complies with all applicable laws,
      rules or permits relating in any way to the presence of any Hazardous
      Materials on the Premises; and

                  (e) On any occasion in the event that Landlord can show a
      likelihood that Tenant's operations at the Premises caused an existing
      environmental problem at the Premises, Tenant shall provide Landlord the
      results of appropriate tests of air, water, and soil to demonstrate (i)
      that Tenant is in compliance with all applicable laws, rules or permits
      relating in any way to the presence of any Hazardous Material on the
      Premises and (ii) the lack of any releases, discharges, or emissions.

      If the presence, release, threat of release, or placement of any Hazardous
Material on or in the Premises occurs or is caused in whole or in part during
the Term of this Lease, or the generation, transportation, storage, treatment,
or disposal of any Hazardous Material at the Premises occurs or is caused in
whole or in part during the Term of this Lease, and such gives rise to liability
(including, but not limited to, a response action, remedial action, or removal
action) under any Environmental Law or common law theory, including but not
limited to nuisance, strict liability, negligence and trespass, Tenant shall
promptly take any and all action

<PAGE>

necessary to clean up the Premises and mitigate exposure to liability arising
from the Hazardous Material, whether or not required by law.

      SECTION 32.4. EXACERBATION. If Tenant exacerbates a Pre-Existing Condition
(as .a result of Tenant's investigative or remedial activities or otherwise)
during the Lease Term, the provisions of this Article XXXII shall apply to such~
exacerbation of the Pre-Existing Condition as if it were an Environmental
Condition, and Tenant shall perform Environmental Remediation as to such
exacerbation. Tenant shall be responsible for all fines and penalties caused by
Tenant or to the extent exacerbated by Tenant at any time during the Lease Term.

      SECTION 32.5. RIGHTS OF INSPECTION. Landlord and their respective agents
and representatives shall have a right of entry and access to the Premises at
any time in Landlord's discretion upon advance notice to Tenant and shall not
unreasonably disrupt Tenant's business operations at the Premises, except in the
event of an emergency, for the purposes of (i) inspecting the documentation
relating to Hazardous Materials or environmental matters maintained by Tenant or
occupant of the Premises; (ii) ascertaining the nature of the activities being
conducted on the Premises and investigating whether Tenant is in compliance with
its obligations under Article XXXII of this Lease; and (iii) determining the
type, kind, and quantity of all products, materials, and substances brought onto
the Premises, or made or produced thereon. Landlord and its agents and
representatives shall have the right to take samples in quantities sufficient
for analysis of all products, materials, and substances present on the Premises
including, but not limited to, samples, products, materials, or substances
brought onto or made or produced on the Premises by Tenant or occupant of the
Premises or their respective agents, employees, contractors or invitees and
shall also have the right to conduct other tests and studies as may be
reasonably determined by Landlord to be appropriate in order to investigate
whether Tenant is in compliance with its obligations under Article XXXII.

      SECTION 32.6. COPIES OF NOTICES. During the term of this Lease, Tenant and
Landlord shall each provide the other promptly with copies of all summons,
citations, directives, information inquiries or requests, notices of potential
responsibility, notices of violation or deficiency, orders or decrees,
Environmental Claims, complaints, investigations, judgments, letters, notices of
environmental liens or response actions in progress, and other communications,
written or oral, actual or threatened, received in the case of Tenant, by Tenant
or occupant of the Premises, or in the case of Landlord, by Landlord, from the
United States Environmental Protection Agency, Occupational Safety and Health
Administration, Illinois Environmental Protection Agency, Illinois Office of the
State Fire Marshall, Chicago Department of the Environment, or other federal,
state, or local agency or authority, or any other entity or individual
(including both governmental and non-governmental entities and individuals),
concerning (a) any actual or alleged release of any Hazardous Material on, to,
or from the Premises; (b) the imposition of any lien on the Premises relating to
any Hazardous Material; (c) any actual or alleged violation of or responsibility
under Environmental Laws; or (d) any actual or alleged liability under any
theory of common law tort or toxic tort, including without limitation,
negligence, trespass, nuisance, strict liability, or ultrahazardous activity.

      SECTION 32.7. TESTS AND REPORTS.

<PAGE>

                  (a) Upon written request by Landlord, Tenant shall provide
      Landlord, at Tenant's expense, with (i) copies of all environmental
      reports and tests prepared or obtained by or for Tenant or occupant of the
      Premises; (ii) copies of transportation and disposal contracts (and
      related manifests, schedules, reports, and other information) entered into
      or obtained by Tenant with respect to any Hazardous Material; (iii) copies
      of any permits issued to Tenant under Environmental Laws with respect to
      the Premises; (iv) prior to filing, copies of any and all reports,
      notifications, and other filings to be made by Tenant or occupant off the
      Premises to any federal, state, or local environmental authorities or
      agencies, and after filing, copies of such filings; and (v) any other
      relevant documents and information with respect to environmental matters
      relating to the Premises. Tenant shall be obligated to provide such
      documentation only to the extent that the documentation is within Tenant's
      possession or control.

                  (b) In addition, if Landlord ever reasonably believes that
      Tenant has breached the terms of this Article XXXII, or if any
      Environmental Claim is made or threatened, or if a default shall have
      occurred under the Lease, or at Landlord's discretion, one (1) time per
      Lease Year, Landlord shall have the right, but not the duty, to enter upon
      the Premises and conduct an environmental assessment of the Premises,
      including but not limited to a visual site inspection, review of records
      pertaining to the site, and interviews of Tenant's representatives or
      others concerning the site use and history and other matters. The
      investigation may also include reasonable subsurface or other invasive
      investigation of the Premises, including but not limited to soil borings
      and sampling of site soil and ground or surface water for laboratory
      analysis, as may be recommended by the Landlord's consultant (discussed
      below) as part of its inspection of the Premises or based upon such other
      reasonable evidence of Environmental Conditions warranting such subsurface
      or other invasive investigation. Landlord shall have the right, but not
      the duty, to retain any independent professional consultant to conduct any
      such environmental assessment; provided, however, that Landlord agrees to
      limit, in the absence of an Environmental Claim or default under this
      Article XXXII, the number of such environmental assessments to one (1) per
      Lease Year for the Lease Term. Tenant will cooperate with the Landlord's
      consultant and will supply to the consultant, promptly upon request, any
      information reasonably requested by Landlord to facilitate the completion
      of the environmental assessment. Landlord and its designees are hereby
      granted access to the Premises at any time or times, upon reasonable
      notice (which may be written or oral) to perform such environmental
      assessment. In exercising its right, Landlord shall use its reasonable
      efforts to minimize disruption of operations at the Premises. Any costs
      associated with performance of the environmental assessment, including but
      not limited to the consultant fees and restoration of any property damaged
      by such environmental assessment, shall be paid by Landlord unless such
      investigation discloses an Environmental Condition and Tenant caused said
      Environmental Condition, in which case Tenant shall pay such costs.

                  (c) Tenant shall pay costs incurred by Landlord (including
      consultants' fees, costs and expenses) to review and comment on all
      reports and other documentation and information required by Sections 32.5
      and 32.6., and to monitor the

<PAGE>

      performance of any Environmental Remediation performed by Tenant, so long
      as the Environmental Condition was caused by Tenant.

      SECTION 32.8. INDEMNIFICATION. Tenant shall reimburse, defend with counsel
chosen by Landlord, indemnify, and hold Landlord and any other Indemnified Party
free and harmless from and against any and all Environmental Claims, response
costs, losses, liabilities, damages, costs, and expenses, including without
limitation loss of rental income, loss due to business interruption, and
reasonable attorneys' and consultants' fees, costs and expenses arising out of
or in any way connected with any or all of the following:

                  (a) any Hazardous Material (other than a Pre-Existing
      Condition) which, at anytime during the Term, is or was actually or
      allegedly generated, stored, treated, released, disposed of, or otherwise
      located on or at the Premises as a result of the act or omission of Tenant
      or any member of the Tenant Group (regardless of the location at which
      such Hazardous Material is now or may in the future be located or disposed
      of), including, but not limited to any and all (i) liabilities under any
      common law theory of tort, nuisance, strict liability, ultrahazardous
      activity, negligence, or otherwise based upon, resulting from or in
      connection with any Hazardous Material; (ii) obligations to take response,
      cleanup, or corrective action pursuant to any Environmental Laws; and
      (iii) the costs and expenses of investigation or remediation in connection
      with the decontamination, removal, transportation, incineration, or
      disposal of any of the foregoing; and

                  (b) any actual or alleged illness, disability, injury, or
      death of any person, in any manner arising out of or allegedly arising out
      of exposure to any Hazardous Material or other substances or conditions
      present at the Premises as a result of the act or omission of Tenant or
      any member of the Tenant Group (including, but not limited to, ownership,
      operation, and disposal of any equipment which generates, creates, or uses
      electromagnetic files, x-rays, other forms of radiation and radioactive
      materials), regardless of when any such illness, disability, injury, or
      death shall have occurred or been incurred or manifested itself; and

                  (c) any actual or alleged failure of Tenant or any member of
      the Tenant Group at any time and from time to time to comply with all
      applicable Environmental Laws or any permit issued thereunder;

                  (d) any failure by Tenant to comply with any obligation under
      this Article XXXII relating to an Environmental Condition for which Tenant
      is Remediating Party;

                  (e) Tenant's failure to provide any information, make any
      submission, and take any step required by any relevant governmental
      authorities;

                  (f) the imposition of any lien for damages caused by, or the
      recovery of any costs for, the remediation or cleanup of any Hazardous
      Material as a result of events that took place during the Term of this
      Lease as a result of the act or omission of Tenant or any member of the
      Tenant Group;

<PAGE>

                  (g) costs of removal of any and all Hazardous Materials from
      all or any portion of the Premises, which Hazardous Materials came to be
      present at the Premises during the Term of this Lease as a result of the
      act or omission of Tenant or any member of the Tenant Group;

                  (h) costs incurred to comply, in connection with all or any
      portion of the Premises, with all governmental requirements with respect
      to any Hazardous Material on, in, under or affecting the Premises, which
      Hazardous Material came to be present at the Premises during the Term of
      this Lease as a result of the act or omission of Tenant or any member of
      the Tenant Group;

                  (i) any spills, charges, leaks, escapes, releases, dumping,
      transportation, storage, treatment, or disposal of any Hazardous Material
      which occur during the Term of this Lease, but only to the extent that
      such Hazardous Material originated from or were or are located on the
      Premises.

      In the event Environmental Claims or other assertion of liability shall be
made against any Indemnified Party for which the Indemnified Party is entitled
to indemnity hereunder, the procedure set forth in Section 24.1 shall apply. The
obligations of Tenant under this Section 32.8 shall survive any termination or
expiration of this Lease.

      SECTION 32.9. TENANT ACKNOWLEDGMENTS WITH RESPECT TO ENVIRONMENTAL
MATTERS. Tenant acknowledges that the Premises are being leased in their present
"as is" condition. Tenant further acknowledges that Landlord has made no
representation whatsoever regarding any Hazardous Material on or about the
Premises.

      SECTION 32.10. NO LIABILITY OF LANDLORD.

                  (a) Except for Pre-Existing Conditions not exacerbated by
      Tenant or any member of the Tenant Group, Landlord shall not have any
      liability to Tenant or any of its employees, agents, shareholders,
      officers or directors, or any other persons as a result of any Hazardous
      Material now or hereafter located d on the Premises.

                  (b) Tenant hereby waives and releases Landlord from all
      Environmental Claims arising from or relating to Pre-Existing Conditions.

                                 ARTICLE XXXIII
                                SECURITY DEPOSIT

      SECTION 33.1. SECURITY DEPOSIT. Tenant agrees to deposit with Landlord,
upon the execution of this Lease, the Security Deposit as security for the full
and faithful performance by Tenant of each and every term, provision, covenant
and condition of this Lease. If Tenant defaults in respect to any of the terms,
provisions, covenants and conditions of this Lease including, but not limited
to, payment of all rental and other sums required to be paid by Tenant
hereunder, Landlord may use, apply or retain the whole or any part of the
security so deposited for the payment of such rent in default, for any sum which
Landlord may expend or be required to expend by reason of Tenant's default
including, without limitation, any damages or deficiency
<PAGE>


in the reletting of the Premises, whether such damages or deficiency shall have
accrued before or after re-entry by Landlord. If any of the security deposit
shall be so used, applied or retained by Landlord at any time or from time to
time, Tenant shall promptly, in each such instance, on written demand therefor
by Landlord, pay to Landlord such additional sums as may be necessary to restore
the security deposit to the original amount set forth in the first sentence of
this section. If Tenant shall fully and faithfully comply with all the terms,
provisions, covenants and conditions of this Lease, the security deposit, or the
balance thereof, shall be returned to Tenant after the following: (a) the time
fixed as the expiration of the Term of this Lease; (b) the removal of Tenant
from the Premises; (c) the surrender of the Premises by Tenant to Landlord in
accordance with this Lease; and (d) final determination of all amounts payable
by Tenant hereunder and payment of same. Except as otherwise required by law,
Tenant shall not be entitled to any interest on the aforesaid security deposit.
In the absence of evidence satisfactory to Landlord of an assignment of the
right to receive the security deposit o:(degree) the remaining balance thereof,
Landlord may return the security deposit to the original Tenant, regardless of
one or more assignments of this Lease. In the event Landlord fails to return the
Security Deposit to Tenant within forty-five (45) days from the time required
under this Lease, then the Security Deposit shall bear interest thereafter until
returned, at the Lease Interest Rate.

                                  ARTICLE XXXIV
                                  MISCELLANEOUS

      SECTION 34.1. CAPTIONS. The captions of this Lease are for convenience
only and are not to be construed as part of this Lease and shall not be
construed as defining or limiting in any way the scope or intent of the
provisions hereof.

      SECTION 34.2. SEVERABILITY. If any covenant, agreement or condition of
this Lease or the application thereof to any person, firm or corporation or to
any circumstances, shall to any extent be invalid or unenforceable, the
remainder of this Lease, or the application of such covenant, agreement or
condition to persons, firms or corporations or to circumstances other than those
as to which it is invalid or unenforceable, shall not be affected thereby. Each
covenant, agreement or condition of this Lease shall be valid and enforceable to
the fullest extent permitted by law.

      SECTION 34.3. APPLICABLE LAW. This Lease shall be construed and enforced
in accordance with the laws of the state where the Premises are located.

      SECTION 34.4. AMENDMENTS IN WRITING. None of the covenants, terms or
conditions of this Lease, to be kept and performed by either party, shall in any
manner be altered, waived, modified, changed or abandoned, except by a written
instrument, duly signed, acknowledged and delivered by the other party.

      SECTION 34.5. RELATIONSHIP OF PARTIES. Nothing contained herein shall be
deemed or construed by the parties hereto, nor by any third party, as creating
the relationship of principal and agent or of partnership, or of joint venture
by the parties hereto, it being understood and agreed that no provision
contained in this Lease nor any acts of the parties hereto shall be deemed to
create any relationship other than the relationship of Landlord and Tenant.

<PAGE>

      SECTION 34.6. BROKERAGE. Tenant warrants that it has no dealings with any
real estate broker or agent in connection with this lease other than Landlord's
Broker and Tenant's Broker, and Tenant covenants to pay, hold harmless and
indemnify Landlord from and against any and all cost, expense or liability for
any compensation, commissions and charges claimed by any other broker or other
agent with respect to this Lease or the negotiation thereof arising out of any
acts of Tenant.

      SECTION 34.7. NO ACCORD AND SATISFACTION. No payment by Tenant or receipt
by Landlord of a lesser amount than the monthly rent herein stipulated and
additional rent shall be deemed to be other than on account of the earliest
stipulated rent, nor shall any endorsement or statement on any check or any
letter accompanying any check or payment as rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such rent or pursue any other remedy
in this Lease provided.

      SECTION 34.8. JOINT EFFORT. The preparation of this Lease has been a joint
effort of the parties hereto and the resulting documents shall not, solely as a
matter of judicial construction, be construed more severely against one of the
parties than the other.

      SECTION 34.9. WAIVER OF JURY TRIAL. Tenant hereby waives a jury trial in
action brought by Landlord hereunder.

      SECTION 34.10. TIME. Time is of the essence of this Lease, and all
provisions herein relating thereto shall be strictly construed.

      SECTION 34.11. LANDLORD'S CONSENT. Landlord's granting of any consent
under this Lease, or Landlord's failure to object to any action taken by Tenant
without Landlord's consent required under this Lease, shall not be deemed a
waiver by Landlord of its rights to require such consent for any further similar
act by Tenant. No waiver by Landlord of any other breach of the covenants of
this Lease shall be construed, taken or held to be a waiver of any other breach
or to be a waiver, acquiescence in or consent to any further or succeeding
breach of the same covenant. None of the Tenant's covenants under this Lease,
and no breach thereof, shall be waived, altered or modified except by a written
instrument executed by Landlord.

      SECTION 34.12. NO PARTNERSHIP. Landlord is not, and shall not be deemed to
be, in any way or for any purpose, the partner, employer, principal, master or
agent of or with Tenant.

      SECTION 34.13. LANDLORD'S LIABILITY. Notwithstanding anything to the
contrary herein contained, there shall be absolutely no personal liability
asserted or enforceable against Landlord or on any persons, firms or entities
who constitute Landlord with respect to any of the terms, covenants, conditions
and provisions of this Lease, and Tenant shall, subject to the rights of any
mortgagee, look solely to the interest of Landlord, its successors and assigns
in the, Premises for the satisfaction of each and every remedy of Tenant in the
event of default by Landlord hereunder; such exculpation of personal liability
is absolute and without any exception whatsoever. If the entity constituting
Landlord is a partnership, Tenant agrees that the deficit capital account of any
such partner shall not be deemed an asset or property of said partnership.
Notwithstanding anything in this Lease to the contrary, with respect to any
provision of this

<PAGE>

Lease which requires Landlord's consent or approval, Tenant shall not be
entitled to make, nor shall Tenant make, any claim for (and Tenant hereby waives
any claim for) money damages as a result of any claim by Tenant that Landlord
has unreasonably withheld or unreasonably delayed any consent or approval, but
Tenant's sole remedy shall be an action or proceeding to enforce such provision,
or for specific performance, injunction or declaratory judgment.

      SECTION 34.14. LANDLORD RIGHTS. This Lease does not grant any rights to
light or air over or about the Premises. Landlord specifically excepts and
reserves to itself the use of any roofs, the exterior and structural components
of the Building, all rights to the land and improvements below the improved
floor level of the Building, to the improvements and air rights above, the
Building and to the improvements and air rights located outside the demising
walls of the building and to such areas within the Building required for
installation of utility lines and other installations and to such portions of
the Premises necessary to access, maintain and repair same, and no rights with
respect thereto are conferred upon Tenant.

      SECTION 34.15. ENTIRE AGREEMENT. It is understood and agreed that all
understandings and agreements heretofore had between the parties hereto are
merged in this Lease, the exhibits annexed hereto and the instruments and
documents referred to herein, which alone fully and completely express their
agreements, and that no party hereto is relying upon any statement or
representation, not embodied in this Agreement, made by the other. Each party
expressly acknowledges that, except as expressly provided in this Agreement, the
other party and the agents and representatives of the other party have not made,
and the other party is not liable for or bound in any manner by, any express or
implied warranties, guaranties, promises, statements, inducements,
representations or information pertaining to the transactions contemplated
hereby.

      SECTION 34.16. RENT ABSOLUTE. Except as otherwise expressly provided
herein, this Lease shall be deemed and construed to be a "net lease" and Tenant
agrees to pay all costs and expenses of every kind and nature whatsoever,
ordinary and extraordinary, arising out of or in connection with the ownership,
maintenance, repair, replacement, use and occupancy of the Premises during the
Term of this Lease, which, except for the execution and delivery hereof, would
otherwise have been payable by Landlord.

      SECTION 34.17. TENANT AUTHORITY. Simultaneously with the execution and
delivery of this Lease by Tenant, Tenant shall deliver to Landlord:

                  (a) Certified resolutions of its board of directors of Tenant
      executing this Lease on behalf of Tenant authorizing the execution and
      delivery of this Lease.

                  (b) A certificate of incumbency executed by the secretary of
      any corporate partner of Tenant executing this Lease on behalf of Tenant
      identifying by name, office and facsimile signature the officers of
      Tenant.

                  (c) A current certificate of good standing issued by the
      Secretary of State of the state of incorporation of Tenant and the State
      of Illinois.

<PAGE>

                                  ARTICLE XXXV
                                 RENEWAL OPTIONS

      SECTION 35.1. RENEWAL OPTION(S). Tenant shall have the option ("Renewal
Option") to renew the Initial Term for all of the Premises as of the expiration
date of the Initial Term, for one (1) additional period of three (3) years ,
(the "Renewal Term") upon the following terms and conditions:

                  (a) Tenant gives Landlord written notice of its exercise of
      the Renewal Option at least six (6) months prior to the expiration of the
      Term.

                  (b) Tenant is not in default under this Lease either on the
      date Tenant delivers the notice required under subparagraph A. above or at
      any time thereafter prior to the commencement of the Renewal Term so
      exercised.

                  (c) Landlord shall be provided with evidence satisfactory to
      it of Tenant's compliance with the terms and conditions of Article XXXII
      hereof.

                  (d) All of the terms and provisions of this Lease (except this
      Article XXXV) shall be applicable to the Renewal Term, except that Rent
      for the Renewal Term shall be determined as follows: Base Rent for the
      first full lease year of the Renewal Term shall be $272,666.25 and shall
      increase annually by 3% each anniversary during the Renewal Term.

      SECTION 35.2. "AS IS" CONDITION. Tenant agrees to accept the Premises to
be covered by this Lease during the Renewal Term in an "as is" physical
condition and Tenant shall not be entitled to receive any allowance, credit,
concession or payment from Landlord for the improvement thereof.

      SECTION 35.3. AMENDMENT. In the event that Tenant exercises the Renewal
Option, then Landlord and Tenant shall mutually execute and deliver an amendment
to this Lease reflecting the renewal of the Term on the terms herein provided,
which amendment shall be executed and delivered promptly after the determination
of Rent to be applicable to the Renewal Term as hereinabove provided.

      SECTION 35.4. TERMINATION. The Renewal Options herein granted shall
automatically terminate upon the earliest to occur of (i) the expiration or
termination of this Lease, (ii) the termination of Tenant's right to possession
of the Premises, (iii) any assignment or subletting by Tenant, or (iv) the
failure of Tenant to timely or properly exercise the Renewal Option.

      SECTION 35.5. NO COMMISSIONS. Landlord and Tenant acknowledge and agree
that no real estate brokerage commission or finder's fee shall be payable by
Landlord in connection with any exercise by Tenant of the Renewal Option herein
contained.

      SECTION 35.6. TAXES. Tenant further agrees to pay, as Additional Rent for
the Premises, all Taxes (as hereinafter defined) which accrue during the Renewal
Term of this Lease, and are levied, assessed or become a lien imposed upon the
Premises or any part thereof. Such Additional Rent shall be payable
notwithstanding the fact that the amount of such Taxes may not

<PAGE>

be ascertainable or due and payable until after the expiration of the Renewal
Term of this Lease. Tenant shall be responsible for all increases in Taxes based
upon Tenant's occupancy of the Premises. After the expiration of the Renewal
Term hereof, Tenant hereby agrees to reprorate Taxes. In the event of any
increase in Taxes from the Taxes reflected on the proration made upon the
expiration of the Renewal Term of this Lease, Tenant agrees to immediately pay
to Landlord such sums as reflected by such reproration. Benefit may be taken by
Tenant of the provisions of any statute or ordinance permitting any special
assessment to be paid over a period of years; provided, however, that Tenant
shall pay all installments of special assessments due during the Renewal Term
hereof. Tenant shall, in addition to the foregoing pay any new Tax of a nature
not presently in effect but which may hereafter be levied or assessed upon
Landlord or upon the Premises or imposed as a lien upon the Premises, if such
Tax shall be based upon or arise out of the ownership, use or operation of the
Premises; provided, however, that for the purpose of computing Tenant's
liability for such new type of Tax, the Premises shall be deemed the only
property of Landlord. Tenant's obligations under this Section shall survive the
expiration or termination of this Lease.

                                  ARTICLE XXXVI
                       RIGHT OF FIRST REFUSAL TO PURCHASE

      SECTION 36.1. RIGHT OF FIRST REFUSAL TO PURCHASE. Landlord agrees that if,
at any time during the term of this Lease, Landlord receives an offer to
purchase the Premises, Tenant shall have the first right and option to purchase
the Premises on the following terms and conditions:

                  (a) The right granted to Tenant hereunder shall not apply to a
      transaction whereby (i) the Premises are being sole as part of a multiple
      property sale, (ii) Landlord determines to sell or transfer the Premises
      to a Landlord Successor or Landlord Affiliate (as such terms are
      hereinafter defined), (iii) Landlord obtains a bona fide first mortgage
      from an institutional lender not related to or affiliated with Landlord
      which mortgage is a so-called "Participating Mortgage" under which the
      lender has a right to participate in the profits or cash flow or both of
      the Premises, (iv) the Premises is sold in a transaction involving the
      simultaneous leaseback of the Premises by Landlord, or (v) the Premises is
      sold or otherwise transferred to an entity or venture in which Landlord, a
      Landlord Affiliate, or a Landlord Successor (1) owns a five percent (5%)
      or greater interest therein, (2) manages the Premises for the Landlord,
      and (3) is a general partner, managing member or similar position of
      control with others in the resulting entity. As used herein, the term
      "Landlord Successor" shall mean any entity (i) which results from a merger
      or consolidation with the original Landlord under this Lease or (ii) which
      acquires all or substantially all of the assets of the original Landlord
      under this lease for a legitimate business purpose; and the term "Landlord
      Affiliate" shall mean (i) CenterPoint Properties Trust or (ii) any entity
      which is controlled by, controls, or is under common control with (A) the
      original Landlord named in this Lease, or (B) a Landlord Successor. For
      purposes of the foregoing, the term "control" means the power to direct
      the management and policies of the subject entity, either directly or
      indirectly, whether through the ownership of voting securities or other
      beneficial interests or otherwise.

<PAGE>

                  (b) If Landlord obtains a bona fide offer to purchase the
      Premises from any third party (except as set forth in Paragraph 36.1(a)
      above), Landlord shall submit such offer to Tenant and Tenant shall have
      the right, within twenty-one (21) days after receipt of the offer, to
      purchase the Premises on the same terms and conditions as set forth in the
      offer, except that any due diligence period or similar contingency set
      forth in any such bona fide offer shall not be a condition of any
      agreement between Landlord and Tenant. If Tenant does not give Landlord
      notice in writing within said twenty-one (21) -day period that Tenant
      intends' to exercise its rights hereunder, then Landlord shall be free to
      sell the Premises on the terms and conditions set forth in the offer
      submitted to Tenant and in such event (i) Tenant's rights hereunder shall
      terminate, and (ii) within five (5) days after the request of Landlord,
      Tenant shall acknowledge in writing that it has not exercised its right of
      first refusal; provided, however, that in the event such sale shall not
      close, then Tenant's rights hereunder shall be reinstated as to subsequent
      bona fide offers.

                                 ARTICLE XXXVII
                                 LANDLORD'S WORK

      SECTION 37.1. LANDLORD'S WORK.

                  (a) Landlord hereby agrees, at Landlord's sole cost and
      expense, to perform the work described in EXHIBIT "C", which is attached
      hereto and made a part hereof, to the Premises (hereinafter collectively
      referred to as "Landlord's Work"). All of Landlord's Work shall be
      completed in a good and workmanlike manner in compliance with all
      applicable codes and regulations.

                  (b) When Landlord's Work is "substantially complete" (as
      hereinafter defined), then Landlord shall so notify Tenant. It is
      acknowledged between the parties that the Premises shall be deemed
      substantially complete at such time as Landlord has substantially
      completed Landlord's Work, notwithstanding Landlord may not have completed
      any extra work requested by Tenant. Upon such notification, Tenant shall
      promptly (and not later than two (2) business days after the date of
      Landlord's said notice) inspect the Premises and furnish to Landlord a
      written statement that, with the exception of certain specified and
      enumerated items (hereinafter referred to as the "Punch List"), the
      Premises are substantially complete. At the request of Landlord, from time
      to time thereafter, Tenant shall, upon completion of items previously
      listed on a Punch List, promptly furnish to Landlord a revised Punch List
      acknowledging completion of said item. Landlord hereby agrees to use
      reasonable efforts to complete all Punch List items within thirty (30)
      days of the date the Premises is substantially complete, subject to
      extension due to delays caused by Tenant, its agents or employees or
      customary "force majeure" conditions. Provided Punch List items do not
      materially impair Tenant's use or occupancy of the Premises, then, in such
      event, the date on which the Premises are substantially complete is
      referred to herein as the "Completion Date"; provided, however, to the
      extent the Completion Date has not occurred as of the date reasonably
      anticipated by Landlord as the Completion Date ("Anticipated Date") due to
      delays caused by Tenant, the Completion Date shall be deemed to have
      occurred on the Anticipated Date. Tenant shall absolutely take possession
      of the Premises on the Commencement Date.

<PAGE>

                  (c) In addition, Landlord shall fill all cracks, seal coat and
      restripe the parking lot upon the Completion Date, subject to delays
      caused by weather conditions and acts of God, but in no event later than
      June 30, 2000.

                  (d) Tenant may propose one or more changes to the Plans for
      Landlord's Work ("Plans Revisions") to Landlord any time before the
      Completion Date, subject to the approval of Landlord and the Village of
      Mundelein. As promptly as reasonably practicable after the receipt and
      approval thereof, Landlord shall provide Tenant with a written estimate of
      the Tenant Delay in the Completion Date and the amount of the additional
      cost to complete the Landlord's Work which will result from such Plans
      Revisions (whether hard costs or soft costs), which costs shall be: (i)
      the cost of all materials, supplies and labor used or supplied in making
      the proposed change, including general conditions and any contractor's
      fees (which general conditions and contractor's fees shall be fifteen
      percent (15%) of such costs); (ii) any architect and engineer fees; (iii)
      soft costs; (iv) interest and carrying charges; and (v) fees and expenses
      of architects, engineers and other third party consultants in connection
      with review or approval of the Plans Revisions. If Tenant fails to approve
      any of the Plans Revisions and associated estimate within five (5) days
      after delivery of the same, Tenant shall be deemed to have abandoned its
      request for such changes, and the Landlord's Work shall be constructed in
      accordance with the then existing plans. If Tenant approves the Plans
      Revisions and associated estimate within said five (5)-day period by
      signing and returning a copy of Landlord's estimate, Landlord shall cause
      the Landlord's Work to be constructed in accordance with the Plans
      Revisions. Tenant shall pay Landlord the amount of such additional costs
      within five (5) days after Landlord submits to Tenant a bill for such
      additional costs prior to the time Landlord commences to make any changes.
      In no event shall Landlord have any obligation to commence any work
      relating to such changes until Landlord has been paid the cost of the
      estimate in full and in the event that the additional costs are not paid
      within said five (5) day period, Tenant shall be deemed to have abandoned
      its request for such changes and the Landlord's Work shall be constructed
      in accordance with the then existing plans. Unless requested in writing by
      Tenant to the contrary, Landlord shall continue with construction of the
      Landlord's Work according to the then existing plans during the pendency
      of any proposed Plans Revisions until such change and cost estimate are
      approved by Landlord and Tenant as provided above. Any halt in
      construction requested in writing by Tenant shall constitute a Tenant
      Delay hereunder. If Tenant requests a Plans Revisions pursuant to this
      Section 37.1(d), and Tenant does not ultimately approve of the resulting
      Plans Revisions or cost estimates, Tenant shall promptly reimburse
      Landlord, as Additional Rent, for any reasonable costs and expenses
      resulting from such requested changes incurred by Landlord.

      IN WITNESS WHEREOF, the parties have executed this Lease as of the date
set forth above.

LANDLORD:                             CENTERPOINT PROPERTIES TRUST, a
                                       Maryland real estate investment trust

                                      By:   /s/ Paul T. Ahern


                                            ------------------------------------
                                            Its:   CHIEF INVESTMENT OFFICER

                                      By:   /s/ Brian M. Sheehan
                                            ------------------------------------
                                            Its: Assistant Vice President
                                                 Controller

TENANT:                               EAGLE TEST SYSTEMS, INC., an Illinois
                                       corporation

                       11/11/99       By:   /s/ L.A. Foxman
                                            ------------------------------------
                                            Its: President

<PAGE>

      IN WITNESS WHEREOF, the Tenant executed and delivered this document as of
the day and year first above written.

TENANT:                               EAGLE TEST SYSTEMS, INC.

                       11/11/99       By:   /s/ L.A. Foxman
                                            ------------------------------------
                                            Its: President

<PAGE>

STATE OF Illinois     )
                      ) ss.
COUNTY OF Cook        )

      I, Miriam F. Becerra, a notary public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY THAT L. F. Fox, personally known to me to be the
President of Eagle Test Systems, Inc., and personally known to me to be the same
person whose name is subscribed to the foregoing instrument, appeared before me
this day in person and acknowledged that as such he signed and delivered the
said instrument pursuant to proper authority given by said company as his free
and voluntary act, and as the free and voluntary act and deed of said company
for the uses and purposes therein set forth.

      Given under my hand and notarial seal this 11 day of November, 1999.

       OFFICIAL SEAL
     MIRIAM F. BECERRA
NOTARY PUBLIC, STATE OF ILLINOIS
MY COMMISSION EXPIRES: 11/17/00

                                            /s/ Miriam F. Becerra
                                            ------------------------------------
                                            Notary Public

My Commission expires:

             11/17/00