OFFICE LEASE

                            33 NORTH LASALLE BUILDING

                                     BETWEEN

                           THIRTY-THREE ASSOCIATES LLC

                                   AS LANDLORD

                                       AND

                                  PIRANHA, INC.

                                    AS TENANT


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                                TABLE OF CONTENTS

ARTICLE                                                                     PAGE

1        BASIC LEASE PROVISIONS AND IDENTIFICATION OF EXHIBITS.................1
         1.1      BASIC LEASE PROVISIONS.......................................1
         1.2      IDENTIFICATION OF EXHIBITS...................................2

2        PREMISES AND TERM.....................................................2
         2.1      LEASE OF PREMISES............................................2
         2.2      TERM.........................................................2
         2.3      PRE-TERM OCCUPANCY...........................................3

3        RENT     .............................................................3

4        ADJUSTMENTS TO MONTHLY BASE RENT......................................4
         4.1      DEFINITIONS..................................................4
         4.2      ADJUSTMENTS TO MONTHLY BASE RENT.............................5
         4.3      PROJECTIONS..................................................5
         4.4      READJUSTMENTS................................................6
         4.5      BOOKS AND RECORDS............................................6
         4.6      NO DECREASES IN MONTHLY BASE RENT............................7

5        SERVICES..............................................................7
         5.1      LANDLORD'S GENERAL SERVICES..................................7
         5.2      ADDITIONAL AND AFTER-HOURS SERVICES..........................7
         5.3      ELECTRIC AND TELEPHONE SERVICE...............................7

6        POSSESSION, USE AND ENJOYMENT.........................................8
         6.1      USE..........................................................8
         6.2      NO VIOLATION OF LAWS.........................................8
         6.3      QUIET ENJOYMENT..............................................8

7        CONDITION OF PREMISES.................................................8

8        ASSIGNMENT AND SUBLETTING.............................................9
         8.1      ASSIGNMENT AND SUBLETTING....................................9
         8.2      RECAPTURE....................................................9

9        MAINTENANCE..........................................................10
         9.1      LANDLORD'S MAINTENANCE......................................10
         9.2      TENANT'S MAINTENANCE........................................10

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ARTICLE                                                                     PAGE

10       ALTERATIONS AND IMPROVEMENTS.........................................10
         10.1     TENANT'S ALTERATIONS........................................10
         10.2     LIENS.......................................................11

11       WAIVERS OF CLAIMS AND INDEMNITY......................................12
         11.1     WAIVERS.....................................................12
         11.2     INDEMNIFICATION.............................................12

12       LANDLORD'S REMEDIES..................................................12
         12.1     EVENTS OF DEFAULT...........................................12
         12.2     LANDLORD'S REMEDIES.........................................13
         12.3     WAIVER OF TRIAL BY JURY.....................................14
         12.4     ATTORNEYS' FEES.............................................14

13       SURRENDER OF PREMISES................................................14

14       HOLDING OVER.........................................................15

15       DAMAGE BY FIRE OR OTHER CASUALTY.....................................15
         15.1     SUBSTANTIAL UNTENANTABILITY.................................15
         15.2     INSUBSTANTIAL UNTENANTABILITY...............................16
         15.3     RENT ABATEMENT..............................................16
         15.4     TENANTS RESTORATION.........................................16

16       EMINENT DOMAIN.......................................................16
         16.1     SUBSTANTIAL TAKING..........................................16
         16.2     INSUBSTANTIAL TAKING........................................16
         16.3     COMPENSATION................................................17

17       TENANT'S INSURANCE...................................................17

18       RULES AND REGULATIONS................................................18

19       LANDLORD'S RIGHTS....................................................18

20       ESTOPPEL CERTIFICATES................................................19

21       RELOCATION OF TENANT.................................................19

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ARTICLE                                                                     PAGE

22       SECURITY DEPOSIT.....................................................20
         22.1     SECURITY DEPOSIT............................................20
         22.2     PARTIAL REFUNDS OF SECURITY DEPOSIT.........................20

23       REAL ESTATE BROKERS..................................................21

24       SUBORDINATION, ATTORNMENT AND MORTGAGEES' CURE RIGHTS................21
         24.1     SUBORDINATION...............................................21
         24.2     ATTORNMENT..................................................21
         24.3     MORTGAGEES' CURE RIGHTS.....................................22

25       NOTICES..............................................................22

26       MISCELLANEOUS........................................................23
         26.1     LATE CHARGES................................................23
         26.2     FINANCIAL INFORMATION.......................................23
         26.3     NO OPTION...................................................23
         26.4     ACCORD AND SATISFACTION.....................................23
         26.5     LANDLORD'S OBLIGATIONS ON SALE OF BUILDING..................23
         26.6     SUCCESSORS AND ASSIGNS......................................24
         26.7     FORCE MAJEURE...............................................24
         26.8     CAPTIONS....................................................24
         26.9     APPLICABLE LAW..............................................24
         26.10    TIME OF THE ESSENCE.........................................24
         26.11    LANDLORDS RIGHT TO PERFORM TENANT'S OBLIGATIONS.............24
         26.12    DELAY IN POSSESSION.........................................24
         26.13    ENVIRONMENTAL REQUIREMENTS..................................25
         26.14    DEMOLITION..................................................25
         26.15    LIMITATION OF LIABILITY.....................................25
         26.16    ENTIRE AGREEMENT............................................26
         26.17    NO CONSTRUCTION AGAINST PREPARER OF LEASE...................26
         26.18    TENANT......................................................26
         26.19    RECORDING...................................................26
         26.20    SEVERABILITY................................................26






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                                                             PER RENTABLE
  PERIOD            ANNUAL BASE RENT    MONTHLY BASE RENT    SQUARE FOOT

4/1/01 - 3/31/02      $71,280.00           $5,940.00            $27.00

4/1/02 - 3/31/03      $72,600.00           $6,050.00            $27.50

4/1/03 - 3/31/04      $73,920.00           $6,160.00            $28.00

4/1/04 - 3/31/05      $75,240.00           $6,270.00            $28.50

I.       RENTABLE AREA OF THE PREMISES: 2,640 rentable square feet on the thirty
         third (33rd) floor (Suite 3350)

J.       TENANT'S PROPORTIONATE SHARE: 0.65%

K.       SECURITY DEPOSIT:   $26,750.00,  subject  to  reduction  as provided in
         Section 22.2 below

L.       BROKERS: Golub & Company and Corporate Real Estate Solutions

1.2      IDENTIFICATION OF EXHIBITS.

         The   exhibits   set  forth  below  and  attached  to  this  Lease  are
incorporated in this Lease by this reference:

                           EXHIBIT A Plan of Premises

                           EXHIBIT B Work Letter

                           EXHIBIT C Rules and Regulations

                                    ARTICLE 2

                                PREMISES AND TERM

         2.1 LEASE OF PREMISES. Landlord leases to Tenant and Tenant leases from
Landlord the premises (the "Premises")  shown on Exhibit A attached hereto which
are contained in the office building described in Section 1.1A (the "Building"),
upon the following terms and conditions.

         2.2 TERM.  The term  of this  Lease  (the "Term") shall commence on the
date (the "Commencement Date") stated in Section 1.1F. The Term shall expire  on
the  date   ( the "Expiration Date")  stated  in  Section  1.1G,  unless  sooner
terminated as otherwise provided in this Lease. The

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Commencement  Date and the  Expiration  Date may be extended in accordance  with
this Lease and  Paragraph  4 of the work  agreement  attached  as Exhibit B (the
"Work  Letter").  In the  event of such  extension,  each  date set forth in the
Monthly  Base  Rent  schedule  in  Section  ?? 1H shall be  deemed  to have been
adjusted by an equal number of days. Promptly after the actual Commencement Date
and the actual  Expiration  Date are  ascertained,  Landlord  and  Tenant  shall
execute  and  deliver  to  each  other  an  agreement  in  form  and   substance
satisfactory  to Landlord  setting  forth the actual  Commencement  Date and the
actual  Expiration  Date.  Tenant agrees to sign and return such an agreement to
Landlord within ten (10) days after Tenant's receipt of same (which ten (10) day
period shall not be subject to any notice and cure periods otherwise provided in
this Lease for non-monetary defaults). If Tenant fails to execute such agreement
within  such  ten  (10)  day  period,  Tenant  hereby  makes,   constitutes  and
irrevocably grants Landlord a power-of-attorney  coupled with an interest in the
Premises to execute and deliver such agreement for and in the name of Tenant.

         2.3 PRE-TERM OCCUPANCY.  Any possession or occupancy of the Premises by
Tenant  prior to the  Commencement  Date  shall be deemed to be under all of the
terms,  covenants,  conditions  and  provisions  of this  Lease,  including  the
covenant to pay Monthly  Base Rent,  except that Tenant shall not be required to
pay Monthly Base Rent for pre-Term  occupancy for the purpose of performing work
to make the Premises ready for Tenant's use and occupancy. Tenant may not occupy
the Premises prior to the Commencement Date without authorization from Landlord.

                                    ARTICLE 3

                                      RENT

         Tenant  agrees to pay to Landlord by check  payable to Landlord,  which
checks  shall be mailed to Landlord at 135 South  LaSalle  Street,  Dept.  3648,
Chicago,  Illinois  60674-3648,  or at such other place  designated by Landlord,
without any prior notice or demand and without any  deduction  whatsoever,  base
rent at the monthly  rate or  respective  monthly  rates  stated in Section 1.1H
("Monthly  Base Rent").  Monthly Base Rent is subject to adjustment  pursuant to
Section 4.2,  and as adjusted is called  "Adjusted  Monthly Base Rent".  Monthly
Base Rent and Adjusted Monthly Base Rent shall be paid monthly in advance on the
first  day of each  month of the Term,  except  that the  first  installment  of
Monthly  Base Rent shall be paid by Tenant to Landlord  upon  execution  of this
Lease by  Tenant.  Monthly  Base Rent and  Adjusted  Monthly  Base Rent shall be
prorated  for  partial  months  within  the Term.  All  charges,  costs and sums
required  to be paid by Tenant to  Landlord  under this Lease and under the Work
Letter in addition to Monthly Base Rent and Adjusted  Monthly Base Rent shall be
considered additional rent, and Monthly Base Rent and Adjusted Monthly Base Rent
and additional rent shall be collectively  called "Rent".  Tenant's  covenant to
pay Rent shall be independent of every other covenant in this Lease.

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                                    ARTICLE 4

                        ADJUSTMENTS TO MONTHLY BASE RENT

         4.1      DEFINITIONS.  For  the  purposes of this Lease,  the following
words and phrases shall have the following meanings:

         A.       "Adjustment Date" shall mean January 1,  2001 and each January
1 thereafter occurring within the Term.

         B.       "Adjustment Year" shall mean  each  calendar year during which
an Adjustment Date occurs.

         C.       "Base Year" shall mean the calendar year 2000.

         D.   "Operating   Expenses"   shall  mean  all  costs,   expenses   and
disbursements  of every  kind and  nature  which  Landlord  shall  pay or become
obligated to pay in  connection  with the  management,  operation,  maintenance,
replacement and repair of the Building and the land on which it is situated, and
of the personal property, fixtures, machinery,  equipment, systems and apparatus
located  in or used in  connection  therewith,  including,  without  limitation,
current  amortization  of  capital  improvements  reasonably  necessary  for the
operation,  maintenance and improvement of the Building.  If the Building is not
fully  occupied by tenants  during any portion of any year,  the  components  of
Operating  Expenses which vary upon the occupancy level of the Building shall be
increased  to the amount that would have been paid or incurred  had the Building
been fully  occupied at all times during such year and such  increases  shall be
included in Operating  Expenses for such year,  the intent of the parties  being
that Tenant and all other  tenants of the Building  shall  collectively  pay for
100% of those  components  of Operating  Expenses  which vary upon the occupancy
level of the Building. Operating Expenses shall not include the following: costs
of  improvement  of the  Premises  and the  premises  of  other  tenants  of the
Building;  charges for  depreciation of the Building and  improvements  thereto;
interest and principal  payments on  mortgages;  ground  rental  payments;  real
estate  brokerage  and  leasing  commissions;  expenses  incurred  in  enforcing
obligations of other tenants of the Building; salaries and other compensation of
executive  officers of the  managing  agent for  Landlord,  Golub & Company (the
"Manager"),  senior to the Building manager; any expenditures for which Landlord
has been  reimbursed  (other than  pursuant to rent  adjustment  and  escalation
provisions provided in leases);  capital improvements to the Building (except as
provided above); and all taxes and assessments other than sales and use taxes.

         E. "Taxes" shall mean all federal,  state and local governmental taxes,
assessments  and  charges  (including  transit  or  transit  district  taxes  or
assessments)  of every kind or nature,  whether  general,  special,  ordinary or
extraordinary, which Landlord shall pay or become obligated to pay because of or
in connection with the ownership,  leasing, management,  control or operation of
the Building  (including  the land on which it is situated),  or of the personal
property, fixtures, machinery,  equipment, systems and apparatus located therein
or used in connection therewith (including any

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rental or similar  taxes levied in lieu of or in addition to general real and/or
personal property taxes). For purposes hereof, Taxes for any year shall be Taxes
which are due for  payment or paid in that  year,  rather  than Taxes  which are
assessed or become a lien during such year. There shall be included in Taxes for
any year the  amount  of all  fees,  costs and  expenses  (including  reasonable
attorneys'  fee) paid by Landlord  during such year in seeking or obtaining  any
refund or  reduction  of Taxes.  Taxes in any year  shall be  reduced by the net
amount of any tax refund  received  by Landlord  during such year.  If a special
assessment  payable  in  installments  is levied  against  the land on which the
Building is situated,  Taxes for any year shall include only the  installment of
such assessment and any interest  payable or paid during such year.  Taxes shall
not include any federal,  state or local sales, use,  franchise,  capital stock,
inheritance, general income, gift or estate taxes except that if a change occurs
in the method of taxation  resulting in whole or in part in the  substitution of
any such taxes, or any other  assessment,  for any Taxes as above defined,  such
substituted taxes or assessments shall be included in the Taxes.

         F. "Tenant's Proportionate Share" is stated in Section 1.1J, and is the
percentage  resulting  from  dividing  (1) the number of square feet of rentable
area of the  Premises as stated in Section 1.1I by (2) the number of square feet
of rentable area of the Building (403,933). If changes are made to this Lease or
the Building changing the number of square feet of rentable area of the Premises
or the  Building,  Landlord  shall make an  appropriate  adjustment  to Tenant's
Proportionate Share.

         4.2  ADJUSTMENTS TO MONTHLY BASE RENT.  Effective as of each Adjustment
Date (the  "Applicable  Adjustment  Date") to and including the day  immediately
preceding the following Adjustment Date, Monthly Base Rent shall be increased by
an amount equal to 1/12 of the sum of:

                  (a)  Proportionate  Share of the amount by which Taxes for the
         Adjustment  Year in which the Applicable  Adjustment Date occurs exceed
         Taxes for the Base Year; plus

                  (b)  Proportionate  Share of the  amount  by  which  Operating
         Expenses for the  Adjustment  Year in which the  Applicable  Adjustment
         Date occurs exceed Operating Expenses for the Base Year.

         4.3  PROJECTIONS.  For  purposes  of  calculating  Taxes and  Operating
Expenses  for any  Adjustment  Year,  Landlord  may make  reasonable  estimates,
forecasts  or  projections  (collectively,   the  "Projections")  of  Taxes  and
Operating  Expenses for such Adjustment Year.  Within  approximately  sixty (60)
days following each Adjustment Date,  Landlord shall deliver to Tenant a written
statement setting forth the Projections of Operating  Expenses and Taxes for the
Adjustment Year in which such Adjustment Date occurs and providing a calculation
of the increase in installments  of Monthly Base Rent to become  effective as of
such Adjustment Date; provided, however, that the failure of Landlord to provide
any such  statement  within  such  period  shall  not  relieve  Tenant  from its
obligation  to continue to pay  Adjusted  Monthly  Base Rent at the rate then in
effect under this Lease, and, within

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ten (10) days  following the date on which  Landlord  delivers such statement to
Tenant,  Tenant shall pay any increases in Monthly Base Rent  reflected  thereby
effective  retroactively  to the most recently  preceding  Adjustment  Date; and
further provided, that Landlord may deliver revised Projections to Tenant at any
time and from time to time during any  Adjustment  Year and Tenant shall pay any
increases  in  Monthly  Base  Rent  reflected  thereby  retroactive  to the most
recently preceding Adjustment Date.

         4.4  READJUSTMENTS.  On or about  April 1st  following  the end of each
Adjustment  Year,  or at such later time as Landlord  shall be able to determine
the actual amounts of Operating  Expenses and Taxes for the Adjustment Year last
ended,  Landlord shall notify Tenant in writing of such actual amounts.  If such
actual amounts exceed the  Projections  for such  Adjustment  Year,  then Tenant
shall,  within  thirty  (30) days  after the date of such  written  notice  from
Landlord,  pay to Landlord an amount equal to the excess of the Adjusted Monthly
Base Rent payable for the Adjustment Year last ended based upon actual Operating
Expenses and Taxes for such year over the total Adjusted  Monthly Base Rent paid
by Tenant  during such  Adjustment  Year.  The  obligation to make such payments
shall survive the  expiration or earlier  termination  of the Term. If the total
Adjusted  Monthly Base Rent paid by Tenant during such  Adjustment  Year exceeds
the amount thereof payable for such year based upon actual Operating Expense and
Taxes for such  Adjustment  Year,  then  Landlord  shall  credit  such excess to
installments of Adjusted  Monthly Base Rent payable after the date of Landlord's
notice until such excess has been exhausted, or if this Lease shall expire prior
to full  application  of such excess,  Landlord  shall pay to Tenant the balance
thereof not  theretofore  applied  against Rent. No interest or penalties  shall
accrue on any  amounts  which  Tenant is  obligated  to pay to Landlord or which
Landlord is obligated to credit or pay to Tenant by reason of this Section.

         4.5  BOOKS AND  RECORDS.  Landlord  shall  maintain  books and  records
showing Taxes and Operating  Expenses in accordance  with sound  accounting  and
management  practices.  Provided that all Rent (including  Adjusted Monthly Base
Rent) has been paid in full,  Tenant, or an accountant  designated by Tenant and
approved by Landlord (and which accountant is not being compensated by Tenant on
a contingency fee basis), may, at Tenant's sole expense,  examine such books and
records for any  Adjustment  Year at any time  within  sixty (60) days after the
date upon which  Tenant  receives  Landlord's  notice of the  actual  amounts of
Operating Expenses and Taxes for such Adjustment Year. Such examination shall be
conducted during normal business hours at a time and date mutually acceptable to
Landlord and Tenant and shall take place, at Landlord's election,  either at the
office of the  Building or the  executive  offices of  Landlord,  or  Landlord's
managing  agent.  Unless Tenant  delivers to Landlord within such sixty (60) day
period a written notice of Tenant's  objection to such Landlord's  notice of the
actual  amounts of such  Operating  Expenses  and Taxes (and which  notice shall
contain the specific  details of Tenant's  objection),  such  Landlord's  notice
shall be considered as final and binding upon Tenant.  All information  obtained
and the results of Tenant's examination of Landlord's books and records shall be
kept strictly confidential and shall not be disclosed to any third party without
Landlord's prior written consent.

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         4.6 NO DECREASES IN MONTHLY BASE RENT.  Notwithstanding anything to the
contrary  contained  in this Lease,  Monthly  Base Rent shall not be adjusted or
decreased below the amount or respective amounts set forth in Section 1.1H.

                                    ARTICLE 5

                                    SERVICES

         5.1 LANDLORD'S GENERAL SERVICES.   Landlord shall provide the following
services:

                  (a)    heat  and  air-conditioning  in  the  Premises,  Monday
                    through Friday from 8:00 A.M. to 6:00 P.M. and Saturday from
                    8:00 A.M. to 1:00 P.M., excluding national holidays,  to the
                    extent  necessary for occupancy of the Premises under normal
                    business operations and in the absence of excess density and
                    of  the  use of  machines  or  equipment  which  affect  the
                    temperature  otherwise maintained in the Premises,  subject,
                    however, to applicable legal requirements and restrictions;

                  (b)    city  water  from the  regular  Building  fixtures  for
                    drinking, lavatory and toilet purposes only; and

                  (c)    customary cleaning and janitorial services in and about
                    the  Premises  Monday  through  Friday,  excluding  national
                    holidays.

         5.2  ADDITIONAL  AND  AFTER-HOURS  SERVICES.   Landlord  shall  not  be
obligated  to furnish any  services  or  utilities,  other than those  stated in
Section 5.1 above. If Landlord elects to furnish services or utilities requested
by Tenant in  addition  to those  listed in Section  5.1 or at times  other than
those stated in Section 5.1, Tenant shall pay to Landlord the prevailing charges
for such  services and  utilities,  within  thirty (30) days after  billing.  If
Tenant fails to make any such payment,  Landlord may,  without  notice to Tenant
and in addition to Landlord's  other remedies under this Lease,  discontinue any
or all of such additional or after-hours services. No such discontinuance of any
service shall result in any liability of Landlord to Tenant, or be considered an
eviction or a  disturbance  of Tenant's use of the Premises,  or relieve  Tenant
from its  obligation  to pay all Rent when due or from any other  obligation  of
Tenant under this Lease.

         5.3 ELECTRIC AND TELEPHONE SERVICE. Electricity shall be distributed to
the Premises either by the electric  utility company serving the Building or; at
Landlord's  option, by Landlord.  If an electric utility company is distributing
electricity  to the  Premises,  Tenant  at its cost  shall  make  all  necessary
arrangements  with the  electric  utility  company for  metering  and paying for
electric power or current furnished to the Premises (other than for the services
provided  under  Section  5.1(a)).  If and so long as Landlord  is  distributing
electricity to the Premises,  Tenant shall obtain all of such  electricity  from
Landlord and shall pay all of Landlord's charges, which shall be

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 based,  at  Landlord's  option,  either  on meter  readings  or on a survey  of
Tenant's  electrical  usage made by Landlord or on Tenant's prorata share of all
space,  including  the  Premises,  which is commonly  metered with the Premises.
Tenant shall also pay for the maintenance and replacement of all light fixtures,
electrical  switches,  electrical outlets,  lamps,  bulbs,  tubes,  ballasts and
starters  located in the  Premises  and shall use only  Landlord's  employees to
effectuate such  maintenance  and  replacement.  Tenant shall make  arrangements
directly  with  telecommunications   companies  serving  the  Building  for  all
telephone and other  telecommunications  service desired by Tenant and shall pay
for all service used in the Premises.

                                    ARTICLE 6

                          POSSESSION, USE AND ENJOYMENT

         6.1      USE. Tenant shall use and occupy the Premises only for general
private business offices and for no other use or purpose.

         6.2 NO VIOLATION  OF LAWS.  Tenant shall not occupy or use the Premises
or permit the use or  occupancy of the Premises for any purpose or in any manner
which would violate any present or future federal, state or local law, ordinance
or regulation.

         6.3 QUIET  ENJOYMENT.  So long as Tenant is not in  default  under this
Lease,  Landlord  agrees that  Tenant's  possession  of the Premises will not be
disturbed by Landlord,  or its successors or assigns,  subject to the provisions
of this Lease.

                                    ARTICLE 7

                              CONDITION OF PREMISES

         Except for "punchlist"  items under the Work Letter and latent defects,
Tenant  shall be  conclusively  presumed to have  accepted  the  Premises in the
condition existing on the date Landlord tenders  possession,  and to have waived
all claims  relating to the condition of the Premises.  No agreement of Landlord
to alter, remodel,  decorate,  clean or improve the Premises or the Building (or
to pay for any such work) and no  representation  regarding the condition of the
Premises  or the  Building  has been made by or on behalf of Landlord to Tenant,
except as stated in this Lease or in the Work Letter.

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                                    ARTICLE 8

                            ASSIGNMENT AND SUBLETTING

         8.1 ASSIGNMENT  AND  SUBLETTING.  Without the prior written  consent of
Landlord,  Tenant  shall not (a)  sublease  the  Premises,  or  assign,  convey,
encumber,  mortgage,  pledge,  hypothecate  or otherwise  transfer or permit the
transfer of this Lease or the  interest of Tenant in this Lease,  in whole or in
part, by operation of law or  otherwise;  or (b) permit the use and occupancy of
the Premises by any party other than Tenant,  its agents,  employees,  invitees,
guests and  licensees.  Landlord  agrees that  Landlord's  consent to a proposed
assignment or sublease  will not be  unreasonably  withheld.  Tenant agrees that
Landlord shall not be deemed to have unreasonably withheld its consent if Tenant
is in  default  under this Lease or if the  proposed  transferee  is a tenant or
occupant of the Building or negotiating with Landlord for space in the Building,
in addition to other circumstances in which Landlord's consent may reasonably be
withheld.  If Tenant  desires to assign this Lease or enter into any sublease of
the Premises,  Tenant shall deliver  written  notice of such intent to Landlord,
together  with a copy of the  proposed  assignment  or  sublease  and any  other
information which Landlord reasonably  requires,  at least sixty (60) days prior
to the effective  date of the proposed  assignment or  commencement  date of the
term of the proposed sublease.  Any approved sublease shall be expressly subject
to the terms and  conditions  of this Lease.  Tenant  shall pay  Landlord on the
first day of each month during the term of each sublease, the excess of all rent
and other  consideration due from the subtenant for such month over that portion
of the  Adjusted  Monthly Base Rent due under this Lease for such month which is
allocable  on a square  footage  basis to the  space  sublet.  Tenant  shall pay
Landlord all  consideration due to Tenant on account of each assignment when due
from the assignee.  In the event of any approve  sublease or assignment,  Tenant
shall not be released or discharged from any liability, whether past, present or
future, under this Lease, including any renewal term of this Lease. For purposes
of this Lease,  an  assignment  shall be  considered  to include a change in the
majority ownership or control of Tenant, if Tenant is a corporation whose shares
of stock are not traded publicly or a partnership,  limited liability company or
other  business  entity.  Tenant  shall  pay  Landlord's  reasonable  costs  and
expenses, including attorneys' fees and fees of architects,  engineers and other
professionals,  incurred in connection with any proposed assignment or sublease,
whether or not Landlord consents to such assignment or sublease.

         8.2 RECAPTURE. If Tenant desires to assign this Lease or enter into any
sublease of the Premises,  Landlord  shall have the option (a) to terminate this
Lease  effective  as of  the  proposed  effective  date  of  the  assignment  or
commencement  date of sublease,  in the case of an  assignment  or of a proposed
sublease of all of the Premises,  or (b) to exclude from the Premises covered by
this Lease, the space proposed to be sublet by Tenant, in the case of a proposed
sublease  of  less  than  all  of the  Premises,  effective  as of the  proposed
commencement  date of sublease of such space by Tenant.  Landlord  may  exercise
such  option by giving  Tenant  written  notice  within  twenty  (20) days after
receipt by Landlord of Tenant's  notice of the proposed  assignment or sublease.
If Landlord  exercises  such option,  Tenant shall  surrender  possession of the
Premises or affected portion thereof

                                        9


<PAGE>

 to Landlord on the effective  date of  termination  or  exclusion,  and neither
party hereto shall have any further rights or  liabilities  with respect to such
space under this Lease.  Effective as of the date of exclusion of any portion of
the Premises covered by this Lease pursuant to this paragraph:  (i) Monthly Base
Rent shall be reduced by the Monthly  Base Rent for the portion of the  Premises
so excluded and (ii) the rentable area of the Premises shall be decreased by the
number of square feet of rentable area  contained in the portion of the Premises
so excluded and Tenant's  Proportionate Share shall be adjusted  accordingly for
all  purposes  under this  Lease.  There  shall be no  restrictions  on Landlord
reletting the Premises or the portion thereof so excluded d to any other tenant,
including, without limitation, Tenant's proposed assignee or subtenant.

                                    ARTICLE 9

                                   MAINTENANCE

         9.1 LANDLORD'S  MAINTENANCE.  Landlord, at its expense,  shall maintain
and make necessary  repairs to the structural  elements and exterior  windows of
the Building and,  subject to Section 5.3, the  electrical,  plumbing,  heating,
ventilation and air conditioning systems therein, except that:

                  (a) Landlord shall not be responsible  for the  maintenance or
         repair of any such  systems  which are located  within the Premises and
         are supplemental or special to the Building's standard systems, whether
         installed pursuant to the Work Letter or otherwise; and

                  (b) the cost of performing any of such  maintenance or repairs
         caused by the negligence of Tenant,  its employees,  agents,  servants,
         licensees, subtenants, contractors or invitees or the failure of Tenant
         to perform  its  obligations  under this Lease shall be paid by Tenant,
         except to the extent of insurance proceeds,  if any, actually collected
         by Landlord with regard to the damage necessitating such repairs.

         9.2  TENANT'S  MAINTENANCE.  Tenant,  at its  expense,  shall  keep and
maintain the Premises in good order, condition and repair and in accordance with
all  applicable  legal,   governmental  and   quasi-governmental   requirements,
ordinances and rules (including the Board of Fire Underwriters).

                                   ARTICLE 10

                          ALTERATIONS AND IMPROVEMENTS

         10.1 TENANT'S ALTERATIONS.  Tenant shall not, without the prior written
consent of Landlord (which consent shall  not be unreasonably withheld), make or
cause to be made any alterations, improvements,  additions or  installations  in
or to the Premises. If Landlord so  consents,  before commencement  of  any such
work or delivery of any materials into the Premises or the

                                       10


<PAGE>

Building, Tenant shall furnish to Landlord for approval: architectural plans and
specifications,  names and addresses of all  contractors,  contracts,  necessary
permits  and   licenses,   certificates   of  insurance   and   instruments   of
indemnification  against  any and  all  claims,  costs,  expenses,  damages  and
liabilities  which may arise in connection  with such work, all in such form and
amount as may be satisfactory to Landlord. In addition, prior to commencement of
any such work or delivery  of any  materials  into the  Premises,  Tenant  shall
provide Landlord with evidence  reasonably  satisfactory to Landlord of Tenant's
ability  to pay for such  work and  materials  in full,  and,  if  requested  by
Landlord, shall deposit with Landlord at such time such security for the payment
of such work and  materials  as  Landlord  may  require.  Tenant  agrees to hold
Landlord,  the  Manager  and its  affiliates  and their  respective  agents  and
employees  forever  harmless  against all claims and  liabilities of every kind,
nature and  description  which may arise out of or in any way be connected  with
such work. All such work shall be done only by contractors or mechanics approved
by Landlord  and at such time and in such  manner as  Landlord  may from time to
time designate. Tenant shall pay the cost of all such work, including payment to
Landlord of a construction supervisory fee not to exceed 5% of the total cost of
such work (whether such work is performed by Landlord,  Landlord's  contractors,
Tenant's  contractors or a combination  thereof).  Upon completion of such work,
Tenant shall furnish  Landlord with  contractors'  affidavits and full and final
waivers of lien and receipted  bills covering all labor and materials  expended.
All such work shall be in compliance with all applicable legal, governmental and
quasi-governmental  requirements,  ordinances and rules  (including the Board of
Fire Underwriters),  and all requirements of applicable insurance companies. All
such work  shall be done in a good and  workmanlike  manner  and with the use of
good grades of materials. Tenant shall permit Landlord to supervise construction
operations  in  connection  with  such  work;  provided,   however,   that  such
supervision  or right to supervise by Landlord shall not constitute any warranty
by Landlord to Tenant of the adequacy of the design,  workmanship  or quality of
such work or materials for Tenant's  intended use or impose any  liability  upon
Landlord in  connection  with the  performance  of such work.  All  alterations,
improvements,  additions and  installations to or on the Premises shall (subject
to Article 13) become part of the Premises at the time of their installation and
shall remain in the Premises at the expiration or termination of this Lease,  or
termination   of  Tenant's   right  of  possession  of  the  Premises,   without
compensation  or  credit to  Tenant;  provided,  however,  that if prior to such
termination  Landlord so directs by notice,  Tenant,  at Tenant's  sole cost and
expense, shall promptly remove such of the alterations,  improvements, additions
and  installations  placed in the Premises by Tenant as are  designated  in such
notice and repair any damage to the  Premises  caused by such  removal,  failing
which  Landlord may remove the same and repair the Premises and Tenant shall pay
the cost thereof to Landlord on demand.

         10.2 LIENS.  Tenant  shall not permit any lien or claim for lien of any
mechanic,  laborer  or  supplier  or any  other  lien to be  filed  against  the
Building, the real estate on which the Building is located, the Premises, or any
part of such  property  arising out of work  performed,  or alleged to have been
performed by, or at the  direction of, or on behalf of Tenant.  If any such lien
or claim for lien is filed  Tenant  shall within five (5) days after such filing
either have such lien or claim for lien  released of record or shall  deliver to
Landlord a bond or other  security  in form,  content,  amount,  and issued by a
company satisfactory to Landlord  indemnifying Landlord and others designated by
Landlord against all costs and liabilities resulting from such lien or claim for
lien and the foreclosure or

                                       11

<PAGE>

attempted   foreclosure  thereof. If Tenant fails to have such lien or claim for
lien so  released  or to  deliver  such  bond  to  Landlord,  Landlord,  without
investigating  the  validity  of such lien,  may pay or  discharge  the same and
Tenant shall reimburse  Landlord upon demand for the amount so paid by Landlord,
including Landlord's expenses and attorneys' fees.

                                   ARTICLE 11

                         WAIVERS OF CLAIMS AND INDEMNITY

         11.1 WAIVERS.  To the maximum  extent  permitted by law,  Tenant hereby
releases and waives all claims against Landlord,  the Manager and its affiliates
and their  respective  agents  and  employees  for  injury or damage to  person,
property  or business  sustained  in or about the  Building  or the  Premises by
Tenant,  its agents or employees  other than damage caused by the  negligence or
the  willful  and wanton  acts or  omissions  of  Landlord,  the  Manager or its
affiliates or their respective  agents or employees.  Without  limitation of the
foregoing,  Tenant  hereby  releases  and waives all  claims for  recovery  from
Landlord,  the  Manager  and its  affiliates  and their  respective  agents  and
employees,  for loss or damage to property or business sustained in or about the
Building  or the  Premises,  which loss or damage  (a) would be insured  against
under the standard form of fire and extended  coverage  insurance policy used in
the State of Illinois  at the time of the loss or damage or (b) if the  coverage
under  policies  required to be carried under this Lease or actually  carried by
Tenant is greater, is or would be insured against under such policies.

         11.2  INDEMNIFICATION.  To the maximum extent  permitted by law, Tenant
agrees to indemnify and hold harmless  Landlord,  the Manager and its affiliates
and  their  respective  agents  and  employees,  from  and  against  any and all
liabilities,  claims,  demands,  costs and  expenses  of every  kind and  nature
(including  attorneys' fees),  including those arising from any injury or damage
to any person, property or business (a) sustained in the Premises, (b) resulting
from the  negligence  of Tenant,  its  employees,  agents,  servants,  invitees,
licensees or subtenants,  or (c) resulting from the failure of Tenant to perform
its obligations under this Lease; provided,  however, Tenant's obligations under
this Section shall not apply to injury or damage  resulting  from the negligence
of  Landlord,  the  Manager  or its  affiliates  or their  respective  agents or
employees.  If any such proceeding is brought against  Landlord,  the Manager or
its  affiliates or their  respective  agents or employees,  Tenant  covenants to
defend such proceeding at its sole cost by legal counsel reasonably satisfactory
to Landlord, if requested by Landlord.

                                   ARTICLE 12

                               LANDLORD'S REMEDIES

         12.1     EVENTS OF DEFAULT. Each  of the  following shall constitute an
"event of default"   by  Tenant under  this  Lease:  Tenant  fails  to  pay  any
installment of Rent when due; Tenant

                                       12


<PAGE>

fails to observe or perform any of the other covenants, conditions or provisions
of this Lease or under the Work Letter to be observed or performed by Tenant and
fails to cure such default  within ten (10) days after written notice to Tenant;
the  interest  of Tenant in this Lease is levied upon under  execution  or other
legal  process;  a  petition  is filed by or against  Tenant to  declare  Tenant
bankrupt or seeking a plan of reorganization or arrangement under any Chapter of
the Bankruptcy Code, or any amendment,  replacement or substitution therefor, or
to delay payment of, reduce or modify  Tenant's  debts, or any petition is filed
or other action taken to reorganize or modify Tenant's capital structure or upon
the dissolution of Tenant; Tenant is declared insolvent by law or any assignment
of  Tenant's  property  is made for the  benefit of  creditors;  a  receiver  is
appointed for Tenant or Tenant's property; Tenant abandons or vacates all or any
substantial  portion of the  Premises;  or Tenant is in default  under any other
lease  with  Landlord  after  the  expiration  of  any  applicable  cure  period
thereunder.

         12.2 LANDLORD'S REMEDIES. Upon the occurrence of an event of default by
Tenant under this Lease,  Landlord,  at its option,  without  further  notice or
demand to Tenant (Tenant hereby  expressly  waiving the service of any statutory
notice,  including, but not limited to, the notices required by 735 ILCS 5/9-209
and 5/9-210),  may in addition to all other rights and remedies provided in this
Lease, at law or in equity:

         A.  Terminate  this  Lease  and  Tenant's  right of  possession  of the
Premises, and recover damages,  specifically including,  without limitation, all
accrued and unpaid Rent; late charges on accrued and unpaid Rent; the amount, if
any, by which the Rent for the unexpired  portion of the Term after  termination
exceeds the fair rental value of the Premises for the  unexpired  portion of the
Term (after  deducting  from such fair rental value the time needed to relet the
Premises and the amount of  concessions  which would  normally be given to a new
tenant),  as such amounts are  determined by and  discounted to present value by
Landlord;  and all of  Landlord's  expenses  of  reletting  (including  repairs,
alterations,  improvements,  additions,  decorations,  legal fees and  brokerage
commissions).

         B.  Terminate  Tenant's  right of  possession  of the Premises  without
terminating  this Lease, in which event Landlord may, but shall not be obligated
to relet the Premises,  or any part thereof for the account of Tenant,  for such
rent and term and upon such terms and  conditions as are acceptable to Landlord.
For purposes of such  reletting,  Landlord is  authorized  to decorate,  repair,
alter and improve the Premises to the extent reasonably  necessary.  If Landlord
does not relet the  Premises,  then Tenant  shall pay Landlord  monthly,  on the
first day of each month during the period that Tenants  right of  possession  is
terminated,  a sum equal to the  amount of Rent due  under  this  Lease for such
month.  If the Premises are relet and a sufficient sum is not realized from such
reletting  after  payment of all  Landlord's  expenses of  reletting  (including
repairs,  alterations,  improvements,  additions,  decorations,  legal  fees and
brokerage  commissions)  to satisfy the payment of Rent due under this Lease for
any month,  Tenant shall pay Landlord any such  deficiency  monthly upon demand.
Tenant  agrees that  Landlord  may file suit to recover any sums due to Landlord
under this Section from time to time and that such suitor recovery of any amount
due Landlord shall not be any defense to any  subsequent  action brought for any
amount not previously reduced to judgment

                                       13


<PAGE>

in  favor of  Landlord.  If  Landlord  elects  to  terminate  Tenant's  right of
possession  only without  terminating  this Lease,  Landlord may, at its option,
enter into the Premises,  remove  Tenant's signs and other evidences of tenancy,
and take and hold  possession  thereof,  as  stated  in  Article  13;  provided,
however,  that such  entry and  possession  shall not  terminate  this  lease or
release Tenant,  in whole or in part,  from Tenant's  obligation to pay the Rent
reserved  hereunder  for the full  Term or from any other  obligation  of Tenant
under this Lease.

         C. In the event a petition is filed by or against Tenant seeking a plan
of  reorganization  or  arrangement  under any Chapter of the  Bankruptcy  Code,
Landlord and Tenant agree,  to the extent  permitted by law, that the trustee in
bankruptcy shall determine within sixty (60) days after commencement of the case
whether to assume or reject this Lease.

         12.3  WAIVER OF TRIAL BY JURY.  To  the  extent permitted bylaw, Tenant
hereby waives trial by jury in any action,  proceeding or  counterclaim  arising
out of or connected with this Lease.

         12.4  ATTORNEYS'  FEES.  Tenant  shall  pay upon  demand  all costs and
expenses,  including the reasonable fees of counsel,  agents and others retained
by  Landlord  and court  costs,  incurred  by  Landlord  in  enforcing  Tenant's
obligations  under this Lease and the Work  Letter or  resulting  from  Tenant's
default under this Lease (whether incurred in litigation or otherwise), incurred
by Landlord in any action  brought by Tenant in which Landlord is the prevailing
party, or incurred by Landlord in any litigation,  negotiation or transaction in
which Tenant causes Landlord,  without  Landlord's  fault, to become involved or
concerned.

                                   ARTICLE 13

                              SURRENDER OF PREMISES

         Upon the  expiration or  termination  of this Lease or  termination  of
Tenant's right of possession of the Premises,  Tenant shall surrender and vacate
the Premises  immediately and deliver possession thereof to Landlord in a clean,
good and  tenantable  condition,  ordinary wear excepted.  Upon any  termination
which occurs other than by reason of Tenant's default,  Tenant shall be entitled
to remove from the Premises all moveable trade fixtures and personal property of
Tenant without credit or compensation from Landlord, provided Tenant immediately
shall  repair all damage  resulting  from such  removal  and shall  restore  the
Premises to a tenantable  condition.  In the event possession of the Premises is
not  immediately  delivered  to Landlord  or if Tenant  shall fail to remove any
moveable trade fixtures or personal property which Tenant is entitled to remove,
Landlord may remove same without any  liability  to Tenant.  Any moveable  trade
fixtures and personal  property which may be removed from the Premises by Tenant
but  which  are not so  removed  shall be  conclusively  presumed  to have  been
abandoned by Tenant and title to such  property  shall pass to Landlord  without
any payment or credit,  and Landlord may, at its option and at Tenant's expense,
store and/or dispose of such property.

                                       14


<PAGE>

                                   ARTICLE 14

                                  HOLDING OVER

         Tenant  shall pay Landlord  double the Adjusted  Monthly Base Rent then
applicable  for  each  month  or  partial  month  during  which  Tenant  retains
possession of the Premises, or any part of the Premises, after the expiration or
termination  of  this  Lease.   Tenant  shall  indemnify  Landlord  against  all
liabilities and damages, including,  without limitation,  consequential damages,
sustained by Landlord by reason of such  retention of  possession.  In addition,
all  rights or options  which  Tenant  may have with  respect to the  leasing of
additional  space  shall  become  null and void  upon the  commencement  of such
retention of possession  and Landlord  shall not have any obligation to give any
consents or approvals  during the  continuance  thereof.  The provisions of this
Article  shall not  constitute  a waiver by Landlord of any  re-entry  rights of
Landlord  available under this Lease or by law. If Tenant retains  possession of
the  Premises,  or any part of the  Premises,  for  thirty  (30) days  after the
expiration  or  termination  of this Lease,  then at the sole option or Landlord
expressed  by written  notice to Tenant,  but not  otherwise,  such holding over
shall  constitute  a renewal  of this  Lease for a period of one (1) year on the
same terms and  conditions  as are contained in this Lease,  provided,  however,
that Tenant shall pay Rent (including base rent and rent  adjustments)  for such
one (1) year renewal term at a rate equal to the  prevailing  market rental rate
for comparable  office space in the Building as of the commencement date of such
one (1) year renewal  term,  as solely  determined  by Landlord and set forth in
Landlord's notice to Tenant exercising such renewal right.

                                   ARTICLE 15

                        DAMAGE BY FIRE OR OTHER CASUALTY

         15.1  SUBSTANTIAL  UNTENANTABILITY.  If  either  the  Premises  or  the
Building  is  rendered  substantially  untenantable  by fire or other  casualty,
Landlord may elect by giving Tenant written notice within one hundred and twenty
(120) days after the date of such fire or casualty, either to:

                  (a) terminate this Lease  as of the date  of the fire or other
          casualty; or

                  (b) proceed to repair or restore the  Premises or the Building
         other than leasehold  improvements and personal  property  installed by
         Tenant,  to  substantially  the same  condition as existed  immediately
         prior to such fire or casualty.

         If  Landlord  elects to  proceed  pursuant  to  subsection  (b)  above,
Landlord's  notice  shall  contain  Landlord's  reasonable  estimate of the time
required to  substantially  complete such repair or restoration of the Premises.
If such  estimate  indicates  that the time so required  will exceed two hundred
seventy (270) days from the date  Landlord will be able to undertake  repair and
restoration,  then Tenant shall have the right to terminate this Lease as of the
date of such casualty by giving

                                       15


<PAGE>

 written  notice to  Landlord  not later than twenty (20) days after the date of
Landlord's  notice.  If  Landlord's   estimate  indicates  that  the  repair  or
restoration can be substantially completed within such two hundred seventy (270)
day period,  or if Tenant fails to exercise  its right to terminate  this Lease,
this Lease shall remain in force and effect.

         15.2  INSUBSTANTIAL  UNTENANTABILITY.  If either  the  Premises  or the
Building is damaged by fire or other casualty but is not rendered  substantially
untenantable,  then Landlord shall diligently  proceed to repair and restore the
damaged  portion  thereof,  other than the leasehold  improvements  and personal
property  installed by Tenant,  to  substantially  the same condition as existed
immediately prior to such fire or casualty, unless such damage occurs during the
last  twelve (12) months of the Term,  in which  event  Landlord  shall have the
right to terminate  this Lease as of the date of such fire or other  casualty by
giving  written  notice to Tenant within thirty (30) days after the date of such
fire or other casualty.

         15.3 RENT ABATEMENT.  If all or any part of the Premises are damaged by
fire or other casualty and this Lease is not terminated,  Adjusted  Monthly Base
Rent shall abate for all or that part of the Premises which are  untenantable on
a per  diem  and  proportionate  area  basis  from the date of the fire or other
casualty until Landlord has  substantially  completed the repair and restoration
work in the Premises which it is required to perform, provided, that as a result
of such fire or other  casualty,  Tenant  does not  occupy  the  portion  of the
Premises which are untenantable during such period.

         15.4  TENANT'S  RESTORATION.  If all or any  part of the  Premises  are
damaged by fire or other casualty and this Lease is not terminated, Tenant shall
promptly and with due diligence  repair and restore the  leasehold  improvements
and personal property previously installed by Tenant pursuant to this Lease.

                                   ARTICLE 16

                                 EMINENT DOMAIN

         16.1  SUBSTANTIAL  TAKING.  If all or any part of the  Premises  or the
Building is  permanently  taken or condemned by any competent  authority for any
public use or purpose  (including a deed given in lieu of  condemnation),  which
renders the Premises substantially  untenantable,  this Lease shall terminate as
of the date title vests in such authority,  and Adjusted Monthly Base Rent shall
be apportioned as of such date.

         16.2 INSUBSTANTIAL  TAKING. If any part of the Premises or the Building
is taken or condemned  for any public use or purpose  (including a deed given in
lieu of condemnation) and this Lease is not terminated pursuant to Section 16.1,
Monthly  Base Rent shall be reduced  for the period of such  taking by an amount
which bears the same ratio to Monthly  Base Rent then in effect as the number of
square feet of rentable  area in the  Premises  so taken or  condemned,  if any,
bears

                                       16


<PAGE>

to the number of square feet of rentable  area of the Premises.  Landlord,  upon
receipt  and to the extent of the award in  condemnation  or  proceeds  of sale,
shall  make  necessary   repairs  and   restorations   (exclusive  of  leasehold
improvements and personal property  installed by Tenant) to restore the Premises
remaining to as near its former condition as circumstances  will permit,  and to
the Building to the extent  necessary to  constitute  the portion of same not so
taken or condemned as a complete  architectural unit. In the event of any taking
or  condemnation  described  in this  Section  16.2,  the  rentable  area of the
Premises and the rentable area of the Building  shall be reduced,  respectively,
by the number of square feet of rentable  area of the  Premises,  if any and the
number of square  feet of  rentable  area of the  Building,  if any, so taken or
condemned,  and Tenant's  Proportionate Share shall be adjusted  accordingly for
all purposes under this Lease.

         16.3  COMPENSATION.  Landlord  shall be  entitled to receive the entire
price or award from any such sale, taking or condemnation without any payment to
Tenant, and Tenant hereby assigns to Landlord Tenant's interest, if any, in such
award;  provided,  however,  Tenant  shall have the right  separately  to pursue
against the  condemning  authority  an award in respect of the loss,  if any, to
leasehold  improvements  paid for by Tenant without any credit or allowance from
Landlord  if and  only to the  extent  that  such  award  does not  diminish  or
otherwise adversely affect Landlord's award.

                                   ARTICLE 17

                               TENANT'S INSURANCE

         Tenant, at its expense, shall maintain in force during the Term:

         (a)  commercial  general  liability  insurance,   which  shall  include
coverage  for  personal  liability,   contractual   liability,   tenant's  legal
liability,  bodily injury, death and property damage, all on an occurrence basis
with respect to the business carried on in or from the Premises and Tenant's use
and occupancy of the Premises,  with coverage for any one occurrence or claim of
not less than $3,000,000 or such other amount as Landlord may reasonably require
upon not less than six (6) months' prior written notice; and

         (b) insurance against such other perils and in such amounts as Landlord
may from time to time  reasonably  require  upon not less than ninety (90) days'
prior written notice, such requirement to be made on the basis that the required
insurance is customary at the time for prudent tenants of properties  similar to
the Building in the Chicago, Illinois area.

         All insurance required to be maintained by Tenant shall be on terms and
with  insurers  reasonably  acceptable  to  Landlord.  Each policy of  liability
insurance  shall include  Landlord,  the Manager and its  affiliates  and others
Landlord may from time to time designate as additional insureds.  Each policy of
property  insurance  shall  contain a waiver  by the  insurer  of any  rights of
subrogation or indemnity or any other claim to which the insurer might otherwise
be entitled against

                                       17


<PAGE>

Landlord, the Manager or its affiliates or their respective agents or employees.
Each policy of insurance  shall  contain an  undertaking  by the insurer that no
material  change adverse to Landlord or Tenant will be made, and the policy will
not lapse or be  cancelled,  except  after not less than thirty (30) days' prior
written notice to Landlord of the intended change, lapse or cancellation. Tenant
shall  furnish to Landlord,  if and whenever  requested by it,  certificates  or
other  evidences  acceptable to Landlord as to the  insurance  from time to time
effected by Tenant and its renewal or continuation in force.

                                   ARTICLE 18

                              RULES AND REGULATIONS

         Tenant  agrees  for itself  and for its  subtenants,  and each of their
respective  employees,  agents,  and  invitees,  to  comply  with the  rules and
regulations  set forth on  Exhibit C  attached  hereto  and with all  reasonable
modifications  and additions  thereto which Landlord may make from time to time.
Landlord  shall not be  responsible  for the  violation of any of such rules and
regulations  by other  tenants of the  Building  and shall not be  obligated  to
enforce the same against other tenants.

                                   ARTICLE 19

                                LANDLORD'S RIGHTS

         Landlord  shall have the following  rights  exercisable  without notice
(except as  expressly  provided to the  contrary)  and without  being  deemed an
eviction or  disturbance of Tenant's use or possession of the Premises or giving
rise to any claim for set-off or  abatement  of Rent:  (a) to change the name or
street  address of the  Building,  upon not less than  thirty  (30) days'  prior
written  notice to Tenant;  (b) to install,  affix and maintain all signs on the
exterior  and/or interior of the Building;  (c) to designate  and/or approve of,
prior to  installation,  all types of signs,  window shades,  blinds,  drapes or
other  similar  items,  and all internal  lighting  that may be visible from the
exterior of the Premises;  (d) to display the Premises to prospective tenants at
reasonable  hours during the last twelve (12) months of the Term;  (e) to change
the  arrangement  of entrances,  doors,  corridors,  elevators and stairs in the
Building,  provided that no such change shall materially adversely affect access
to the Premises;  (f) to grant to any party the  exclusive  right to conduct any
business or render any service in or to the Building,  provided  such  exclusive
right  shall not  operate to prohibit  Tenant  from using the  Premises  for the
purposes  permitted  hereunder;  (g) to  prohibit  the  placing  of  vending  or
dispensing  machines of any kind in or about the Premises  other than for use by
Tenant's  employees;  (h) to have access for Landlord  and other  tenants of the
Building to any mail chutes and boxes located in or on the Premises according to
the rules of the  United  States  Post  Office;  (i) to close  entrances  to the
Building after normal business  hours,  except that Tenant and its employees and
invitees shall be entitled to admission at all times,  under such regulations as
Landlord  prescribes for security  purposes;  (j) to take any and all reasonable
measures, including inspections and repairs

                                       18


<PAGE>

to the  Premises or to the  Building,  as may be  necessary  or desirable in the
ownership,  operation or protection  thereof;  (k) to retain at all times master
keys or pass keys to the Premises; (l) to install, operate and maintain security
systems which monitor,  by closed circuit  television or otherwise,  all persons
entering and leaving the Building; and (m) to install and maintain pipes, ducts,
conduits,  wires and  structural  elements  located in the Premises  which serve
other parts or other tenants of the Building.

                                   ARTICLE 20

                              ESTOPPEL CERTIFICATES

         Tenant,  at any time, and from time to time, within ten (10) days after
written  request by Landlord or any Mortgagee (as  hereinafter  defined),  shall
execute,  acknowledge  and deliver to Landlord or any  Mortgagee,  and/or to any
other person specified by Landlord or any Mortgagee, a statement certifying that
this Lease is  unmodified  and in full force and effect  (or, if there have been
modifications, that the same is in full force and effect as modified and stating
the  modifications),  stating the date to which  Adjusted  Monthly Base Rent has
been paid, stating whether or not there exists any default by Landlord or Tenant
under this Lease,  and, if so,  specifying  each such default,  stating  whether
Tenant has any rights to offsets or abatement of Rent,  stating  whether  Tenant
has prepaid any Rent for more than one month in advance,  and  certifying  as to
such other  matters as Landlord or any Mortgagee may  reasonably  request.  Such
statement  may be relied  upon by  Landlord or any  Mortgagee,  or other  person
specified by Landlord or any Mortgagee,  and their respective  successors and/or
assigns.  Breach of the foregoing will constitute Tenant's  acknowledgment which
may be relied on by any person  holding or  proposing  to acquire an interest in
the Building,  this Lease or any Mortgage,  that this Lease is unmodified and in
full force and effect and will  constitute,  as to any such person,  a waiver of
any  defaults  on  Landlord's  part  which may  exist  prior to the date of such
request.  The foregoing shall not limit any other rights and remedies  available
to Landlord for breach of this Article.

                                   ARTICLE 21

                              RELOCATION OF TENANT

         At any time after the date of this Lease,  Landlord may  substitute for
the  Premises,  other  premises in the Building (the "New  Premises"),  in which
event the New Premises shall be deemed to be the Premises for all purposes under
this Lease,  provided: the New Premises shall be similar to the Premises in area
and configuration  and shall be on the twenty-fifth  (25th) or a higher floor of
the Building;  if Tenant is then occupying the Premises,  Landlord shall pay the
actual and reasonable  expenses of physically  moving  Tenant,  its property and
equipment to the New Premises;  Landlord  shall give Tenant not less than thirty
(30) days' prior  written  notice of such  substitution;  and  Landlord,  at its
expense, shall improve the New Premises with improvements substantially similar

                                       19


<PAGE>

to those in the Premises at the time of such  substitution,  if the Premises are
then improved, or if not then improved,  Landlord, at its expense, shall improve
the New Premises s in accordance with the Work Letter.

                                   ARTICLE 22

                                SECURITY DEPOSIT

         22.1  SECURITY  DEPOSIT.   As  security  for  the  performance  of  its
obligations  under this Lease and the Work Letter,  Tenant upon its execution of
this Lease shall pay to Landlord a security deposit (the "Security  Deposit") in
the amount  stated in  Section  1.1K.  The  Security  Deposit  may be applied by
Landlord to cure any default of Tenant under his Lease or the Work  Letter,  and
upon notice by Landlord of such application, Tenant shall replenish the Security
Deposit by promptly paying to Landlord the amount so applied. Landlord shall not
pay any  interest  on the  Security  Deposit,  except as may be required by law.
Within  forty-five (45) days after the later of the Expiration Date and the date
on which Tenant vacates and  surrenders  the Premises,  Landlord shall return to
Tenant the balance, if any, of the Security Deposit.  The Security Deposit shall
not be deemed an advance payment of Rent or a measure of damages for any default
by Tenant under this Lease, nor shall it be a bar or defense to any action which
Landlord may at any time commence against Tenant.

         22.2  PARTIAL  REFUNDS  OF  SECURITY  DEPOSIT.   Provided  that  Tenant
satisfies  the  conditions  of this  Section,  upon  written  request  by Tenant
Landlord shall promptly refund the amount (if any) of the Security  Deposit then
held by  Landlord  which s in excess of the  amount  set forth in the  following
schedule for the period in which such refund is made:

                           PERIOD                                         AMOUNT

         The period beginning on the first anniversary of the         $22,750.00
         Commencement Date and ending on the day before the second
         anniversary of the Commencement Date

         The period beginning on the second anniversary of the        $18,750.00
         Commencement Date and ending on the day before the third
         anniversary of the Commencement Date

         The period beginning on the third anniversary of the         $14,750.00
         Commencement Date and ending on the day before the fourth
         anniversary of the Commencement Date

         The period beginning on the fourth anniversary of the        $10,750.00
         Commencement Date and continuing until Tenant is entitled to
         the return of the Security Deposit pursuant to Section 22.1

                                       20


<PAGE>

It shall be a condition,  however,  to Tenant's  right in each case to a partial
refund of the Security  Deposit  pursuant to this Section that Tenant shall have
paid when due all Rent  (including  Monthly Base Rent and Adjusted  Monthly Base
Rent)  becoming  due under this Lease  prior to such refund and that there shall
have been no event of default by Tenant  under this Lease  prior to such  refund
and is no default by Tenant under this Lease on the date of such refund.

                                   ARTICLE 23

                               REAL ESTATE BROKERS

         Tenant  warrants  that,  except for the Brokers  named in Section 1.1L,
Tenant  has not dealt with any real  estate  broker,  salesperson,  or finder in
connection with this Lease,  and no such person initiated or participated in the
negotiation  of this Lease,  or showed the Premises to Tenant.  Tenant agrees to
indemnify,  defend and hold harmless  Landlord,  the Manager and its affiliates,
and  their  respective  agents  and  employees  from  and  against  any  and all
liabilities  and claims  (including  attorneys'  fees) for  commissions and fees
arising out of a breach of the foregoing warranty. Landlord shall be responsible
for the payment of all  commissions  to the Brokers  specified in this  Article,
pursuant to separate agreements between Landlord and such Brokers.

                                   ARTICLE 24

              SUBORDINATION, ATTORNMENT AND MORTGAGEES' CURE RIGHTS

         24.1 SUBORDINATION. This Lease is subject and subordinate to all ground
or underlying leases and to each first priority mortgage or trust deed (any such
instrument,  a "Mortgage")  which may now or hereafter affect such leases or the
real property of which the Premises are a part and to all  increases,  renewals,
modifications,  consolidations,  spreaders,  replacements  and extensions of any
such underlying leases and Mortgage.  This clause shall be self-operative and no
further  instrument  of  subordination  shall  be  required  by  any  ground  or
underlying lessor or by any holder of a first priority mortgage (a "Mortgagee").
In  confirmation  of such  subordination,  Tenant  shall  execute  promptly  any
certificate  that Landlord may request.  Notwithstanding  the foregoing,  Tenant
agrees that a Mortgagee  or other  purchaser at  foreclosure  may elect to treat
this Lease as superior to the lien of the  Mortgage  in any  foreclosure  of the
Mortgage.

         24.2  ATTORNMENT.  If any  Mortgagee  or designee of Mortgagee or other
purchaser  at  foreclosure  or any  grantee  in a deed in  lieu  of  foreclosure
succeeds to Landlord's  interest in the  Building,  then, at the request of such
Mortgagee,   designee,  purchaser  or  grantee,  Tenant  shall  attorn  to  such
Mortgagee,   designee,  purchaser  or  grantee,  but  such  Mortgagee  designee,
purchaser or grantee (a) shall not be liable for any act or omission of Landlord
under this Lease  occurring  prior to the conveyance of title to such Mortgagee,
designee,  purchaser or grantee, (b) shall not be subject to any offset, defense
or counterclaim accruing prior to such conveyance, c) shall not be bound by

                                       21


<PAGE>

any payment prior to such  conveyance of rent for more than one month in advance
(except  prepayments in the nature of security for the  performance by Tenant of
us obligations hereunder which security is actually transferred to the Mortgagee
or its designee or such  purchaser  or  grantee),  (d) shall not be bound by any
covenant to perform (including,  without  limitation,  any covenant to complete)
any renovation or  construction  in the Premises or to pay any sums to Tenant in
connection  therewith,  in either case arising or accruing  prior to the date of
such conveyance of Landlord's interest,  (e) shall be liable for the performance
of the other  obligations  of  Landlord  under this Lease only during the period
such Mortgagee,  designee,  purchaser or grantee shall hold such interest in the
Building  and (f) shall not be  required  to account  for any  security  deposit
unless the same is actually  delivered to the  Mortgagee or its designee or such
purchaser or grantee.  All present and future Mortgagees are intended to be, and
may enforce the provisions of this Section as, third party beneficiaries, before
or after foreclosure of the Mortgage held by it.

         24.3  MORTGAGEES'  CURE  RIGHTS.  Tenant  agrees that if  Landlord  has
notified  Tenant in writing of the name and  address  of any  Mortgagee,  Tenant
shall send to the  Mortgagee(s)  copies of any default notices sent to Landlord.
If  Landlord's  default (a) can be cured by the payment of money,  any Mortgagee
shall have  fifteen  (15) days to cure the  default;  (b) cannot be cured by the
payment of money but is curable within thirty (30) days,  such  Mortgagee  shall
have  thirty  (30)  days to cure the  default;  and (c)  cannot  be cured by the
payment of money and cannot be cured  within  thirty (30) days,  such  Mortgagee
shall have such period of time as is necessary to cure the default provided that
(i) the Mortgagee shall notify Tenant of its intention to cure the default, (ii)
the Mortgagee  commences  action to cure the default within thirty (30) days and
(iii) the  Mortgagee  thereafter  proceeds  diligently  at all times to cure the
default.  Notwithstanding the foregoing,  in no event shall any Mortgagee have a
lesser  period of time to cure a default  than any period  granted  to  Landlord
under this Lease.

                                   ARTICLE 25

                                     NOTICES

         All notices required or permitted to be given under this Lease shall be
in writing and shall be deemed given and delivered,  whether or not received, on
the date when personally delivered (and receipted for) or two days following the
date when  deposited  in the United  States Mail,  postage  prepaid and properly
addressed, certified mail, return receipt requested, at the following addresses:

                  (A)    TO LANDLORD: c/o Golub & Company, Suite 2000, 625 North
                    Michigan Avenue, Chicago,  Illinois 60611,  Attention:  Vice
                    President/Commercial  Properties,  or such other  address as
                    Landlord shall designate by written notice to Tenant; and

                  (B)    TO TENANT:  At the address  specified  in Section  1.1C
                    prior to the  Commencement  Date,  and at the Premises after
                    the Commencement Date, or such other address as Tenant shall
                    designate by written notice to Landlord.

                                       22


<PAGE>

                                   ARTICLE 26

                                  MISCELLANEOUS

         26.1 LATE  CHARGES.  All  delinquent  Rent shall bear  interest  at the
maximum  rate  permitted  by law or the  rate per  annum of five (5)  percentage
points  above the rate then most  recently  announced  by Bank One,  N.A. or its
successor as its prime or  corporate  base  lending  rate,  from time to time in
effect at its office in Chicago,  Illinois,  whichever is less from the date due
until paid. In addition,  if any  installment of Rent is delinquent by more than
five (5) days,  Tenant  shall also pay to  Landlord  a late  charge in an amount
equal to 5% of the amount of the delinquent installment, which late charge shall
be immediately  due and payable without notice or demand from Landlord and which
itself shall bear  interest at the rate  provided  above from the due date until
paid.

         26.2  FINANCIAL  INFORMATION.  Tenant  represents  to Landlord that all
financial statements and financial information previously furnished by Tenant to
Landlord fairly and accurately  reflect the financial  condition of Tenant as of
the dates stated in such statements or information.  Tenant agrees to furnish to
Landlord  within  ninety  (90) days after the end of each fiscal year of Tenant,
current  financial  statements of Tenant  prepared in accordance  with generally
accepted accounting  principles  consistently applied and certified by the chief
financial  officer of Tenant as fairly and  accurately  reflecting the financial
condition of Tenant.

         26.3 NO OPTION.  The  execution of this Lease by Tenant and delivery of
same to Landlord or the Manager does not  constitute a reservation  of or option
for the  Premises or an  agreement on the part of Landlord to enter into a Lease
and this Lease shall become  effective  only if and when  Landlord  executes and
delivers same to Tenant; provided, however, the execution and delivery by Tenant
of this Lease to Landlord or the Manager shall  constitute an irrevocable  offer
by Tenant to lease the Premises on the terms and  conditions  herein  contained,
which  offer may not be  withdrawn  or revoked  for thirty  (30) days after such
execution and delivery. If Tenant is a corporation, it shall deliver to Landlord
concurrently  with the  delivery to Landlord  of an  executed  Lease,  certified
resolutions  of Tenant's  directors  authorizing  execution and delivery of this
Lease and the performance by Tenant of its obligations hereunder.

         26.4  ACCORD  AND  SATISFACTION.  No  payment  by Tenant or  receipt by
Landlord of a lesser amount than any installment or payment of Rent due shall be
deemed to be other  than on account of the amount  due,  and no  endorsement  or
statement on any check or any letter  accompanying  any check or payment of Rent
shall 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
installment  or  payment  of Rent or pursue  any  other  remedies  available  to
Landlord.  No receipt of money by Landlord from Tenant after the  termination of
this Lease or Tenant's  right of  possession  of the Premises  shall  reinstate,
continue or extend the Term.

         26.5    LANDLORD'S OBLIGATIONS ON SALE OF BUILDING. In the event of any
sale or  other  transfer  of  the Building, Landlord shall be entirely freed and
relieved of all

                                       23


<PAGE>

agreements  and  obligations of Landlord  hereunder  accruing or to be performed
after the date of such sale or transfer,  and the purchaser or other  transferee
shall be deemed to have  assumed  the  agreements  and  obligations  of Landlord
hereunder accruing or to be performed during the period of its ownership.

         26.6 SUCCESSORS AND ASSIGNS. This Lease shall be binding upon and inure
to  the  benefit of  Landlord  and  Tenant  and  their  respective  heirs, legal
representatives, successors and permitted assigns.

         26.7  FORCE  MAJEURE.  Landlord  shall not be deemed  in  default  with
respect  to any of  the  terms,  covenants  and  conditions  of  this  Lease  on
Landlord's  part to be performed,  if Landlord  fails to timely perform same and
such  failure is due in whole or in art to any strike,  lockout,  labor  trouble
(whether  legal or illegal),  civil  disorder,  inability to procure  materials,
failure  of power,  restrictive  governmental  laws and  regulations,  delays in
obtaining  building  permits,   riots,   insurrections,   war,  fuel  shortages,
accidents, casualties, acts of God, acts caused directly or indirectly by Tenant
(or  Tenant's  agents,  employees  or  invitees)  or any other cause  beyond the
reasonable  control of  Landlord.  Landlord  shall not be liable in damages,  by
abatement of Rent or  otherwise,  for any such  failure,  and such failure shall
never be deemed to  constitute  an eviction or  disturbance  of Tenant's use and
possession of the Premises or relieve  Tenant from paying Rent or performing any
of its obligations under this Lease.

         26.8  CAPTIONS.  The  Article  and  Section  captions in this Lease are
inserted only as a matter of convenience and in no way define, limit,  construe,
or describe the scope or intent of such Articles and Sections.

         26.9  APPLICABLE LAW.  This Lease shall be construed in accordance with
the laws of the State of Illinois.

         26.10 TIME OF THE ESSENCE. Time is of the essence of this Lease and the
performance of all obligations hereunder.

         26.11 LANDLORD'S RIGHT TO PERFORM TENANT'S OBLIGATIONS. If Tenant fails
timely to perform any of its  obligations  under this Lease or the Work  Letter,
Landlord shall have the right (but not the obligation),  after the expiration of
any grace period elsewhere under this Lease or the Work Letter expressly granted
to Tenant for the performance of such obligation or in an emergency,  to perform
such obligation on behalf and at the expense of Tenant without further notice to
Tenant,  and all sums  expended or expenses  incurred by Landlord in  performing
such obligation shall be deemed to be additional Rent under this Lease and shall
be due and payable upon demand by Landlord.

         26.12 DELAY IN POSSESSION.  In  no  event shall  Landlord  be liable to
Tenant if Landlord is unable to deliver possession of the  Premises to Tenant on
the Commencement  Date  for  causes outside  Landlord's  reasonable  control. If
Landlord is unable to deliver possession of the

                                       24


<PAGE>

Premises to Tenant by the  Commencement  Date,  the  Commencement  Date shall be
deferred  until  Landlord can deliver  possession to Tenant,  and the Expiration
Date shall be deferred for an equal number of days.

         26.13   ENVIRONMENTAL REQUIREMENTS. Tenant shall not cause or permit to
occur:

                  (a) any  violation of any present or future  federal  state or
         local law, ordinance or regulation related to environmental  conditions
         in or about Premises,  including,  but not limited to,  improvements or
         alterations  made to the  Premises  at any by  Tenant,  its  agents  or
         contractors, or

                  (b)  the  use,  generation,  release,  manufacture,  refining,
         production,   processing,   storage  or  disposal  of  any   "Hazardous
         Substances" (as hereinafter  defined) in or about the Premises,  or the
         transportation to or from the Premises of any Hazardous Substances.

         Tenant,  at its  expense,  shall  comply  with each  present and future
federal,  state and local law, ordinance and regulation related to environmental
conditions in or about the Premises or Tenant's use of the Premises,  including,
without  limitation,  all  reporting  requirements  and the  performance  of any
cleanups required by any governmental authorities. Tenant shall indemnify defend
and hold harmless Landlord, the Manager and its affiliates, and their respective
agents,  contractors  and employees from and against all fines,  suits,  claims,
actions,  damages,  liabilities,  costs and expenses  (including  attorneys' and
consultants  fees)  asserted  against or  sustained by any such person or entity
arising out of or in any way connected with Tenant's  failure to comply with its
obligations  under this Section,  which obligations shall survive the expiration
or termination of this Lease.

         As used in this Lease,  "Hazardous  Substances" shall include,  without
limitation,  flammables,  explosives, radioactive materials, asbestos containing
materials (ACMs),  polychlorinated  biphenyls  (PCBs),  chemicals known to cause
cancer or reproductive  toxicity,  pollutants,  contaminants,  hazardous wastes,
toxic substances,  petroleum and petroleum products,  chlorofluorocarbons (CFCs)
and  substances  declared to be  hazardous  or toxic under any present or future
federal, state or local law, ordinance or regulation.

         26.14 DEMOLITION. Landlord shall have the right to terminate this Lease
without compensation to Tenant upon not less than ninety (90) days' prior notice
to Tenant if Landlord intends to demolish the Building.

         26.15 LIMITATION OF LIABILITY.  Notwithstanding  anything in this Lease
to the contrary,  the liability of Landlord under this Lease shall be limited to
its equity  interest in the Building and Tenant agrees that no judgment  against
Landlord under this Lease  satisfied  against any property or assets of Landlord
other than the equity interest of Landlord in the Building.

                                       25


<PAGE>

         26.16 ENTIRE  AGREEMENT.  This Lease and the Exhibits  attached  hereto
contain the entire agreement between Landlord and Tenant concerning the Premises
and there are no other agreements, either oral or written.

         26.17 NO CONSTRUCTION  AGAINST  PREPARER OF LEASE.  This Lease has been
prepared by Landlord  and its  professional  advisors and reviewed by Tenant and
its professional advisors.  Landlord, Tenant and their separate advisors believe
that this Lease is the product of all of their efforts,  that it expresses their
agreement and that it should not be interpreted  in favor of either  Landlord or
Tenant or against  either  Landlord or Tenant merely because of their efforts in
preparing it.

         26.18 TENANT. The word "Tenant" whenever used herein shall be construed
to mean Tenants or any one or more of them in all cases where there is more than
one  Tenant;  and  the  necessary  grammatical  changes  required  to  make  the
provisions   hereof  apply  either  to  corporations  or  other   organizations,
partnerships or other entities, or individuals, shall in all cases be assumed as
though in each case fully  expressed.  In all cases where there is more than one
Tenant, the liability of each shall be joint and several.

         26.19 RECORDING.  Tenant shall not record this Lease or a memorandum of
this Lease.

         26.20 SEVERABILITY. The invalidity or unenforceability of any provision
of this Lease shall not affect or impair any other provisions.






















                                       26


<PAGE>

         IN WITNESS  WHEREOF,  this Lease has been  executed  as of the date set
forth in Section 1.1D hereof.

                                                     LANDLORD:

                                                     GOLUB   &    COMPANY,    an
                                                     Illinois  corporation,   as
                                                     AGENT   FOR    THIRTY-THREE
                                                     ASSOCIATES  LLC, a Delaware
                                                     limited liability company

                                                     By:
                                                     Title:


                                                     TENANT:

                                                     PIRANHA, INC.,  a  Delaware
                                                     corporation


                                                     By:
                                                     Title:























                                       27


<PAGE>

                                    EXHIBIT A

                                PLAN OF PREMISES

                                  Not viewable
<PAGE>

                                    EXHIBIT B

                                   WORK LETTER

         In consideration of the covenants  contained in this Work Letter and in
the Lease, Landlord and Tenant agree as follows:

         1. Landlord  shall,  at Landlord's  sole cost and expense,  perform the
leasehold  improvement  work (the  "Work") in the  Premises  provided for in the
plans and specifications  (the "Working Drawings") attached to or referred to on
Schedule 1 to this Work  Letter.  Both  Landlord  and Tenant have  approved  the
Working Drawings.  Any Changes (as hereinafter defined) which may be made in the
Work shall be governed by Paragraph 4 below.

         2.  Landlord  shall  use  reasonable  efforts  to cause  the Work to be
"substantially  completed" on or before the Commencement  Date stated in Section
1.1F of the Lease, subject to delays defined in Section 26.7 of the Lease and as
defined in  Paragraph 3 of this Work Letter.  In the event of any  dispute,  the
Work shall be  considered  substantially  completed  as of the date  stated in a
written  certificate  issued to  Landlord  and  Tenant by  Tenant's  Planner  or
Landlord's  architect  certifying  that the Work has been completed  (except for
minor  finish-out  aid  "punchlist"  items)  as  of  that  date  in  substantial
compliance  with the Working  Drawings,  or when Tenant first takes occupancy of
the Premises, whichever first occurs. If the Work is not substantially completed
on or before the  Commencement  Date stated in the Lease, the Lease shall remain
in effect,  Landlord  shall have no liability to Tenant as a result of any delay
in occupancy, and except as provided in Paragraph 3 below, the Commencement Date
shall be  extended to be the date on which the Work is  substantially  completed
and the Expiration Date stated in Section 1.1G of the Lease shall be extended by
an equal number of days.

         3. There shall be no extension of the Commencement Date (as permissibly
extended  under  Paragraph  2 above)  if the  Work  has not  been  substantially
completed on such date by reason of any delay attributable to Tenant,  including
without limitation:

                  (a) Changes  requested by Tenant,  including any Changes which
         require special work or materials,  finishes,  or  installations  other
         than Landlord's standard building materials;

                  (b) the  performance of any other work in the Premises by any
         person, firm or  corporation employed by or on behalf of Tenant, or any
        failure to complete or delay in  completion of such work; or

                  (c) any other act or omission or delay of Tenant,  its agents,
         contractors,  architects or engineers,  if any, or persons  employed by
         any of such persons delaying substantial completion of the Work.


                                      B-1
<PAGE>

         4. Upon Tenant's  request and  submission  by Tenant (a:  Tenant's sole
cost and expense) of the necessary  information  and/or plans and specifications
for changes in the Work specified in the Working Drawings (referred to herein as
"Changes"),  Landlord  may, at its election,  incorporate  such Changes into the
Work,  at Tenant's  sole cost and expense.  The Working  Drawings  shall also be
revised,  and the Work shall be changed,  to incorporate any changes required by
any  local  governmental   agency  or  field  inspector  (also  referred  to  as
"Changes").  Prior to commencing any Changes,  Landlord shall submit to Tenant a
written statement of the cost of such Changes and overhead and a proposed Tenant
Extra Order (the  "TEO") for such  Changes in the  standard  form then in use by
Landlord.  If Tenant  shall fail to enter into such TEO within five (5) business
days after Tenant's receipt thereof, Landlord may proceed to do only the Work as
specified in the Working  Drawings,  in the case of Changes requested by Tenant,
or may proceed with the work at Tenant's  sole cost and expense,  in the case of
Changes required by any local  governmental  agency or field  inspector.  Tenant
agrees to pay to  Landlord,  concurrently  with its  execution  of the TEO,  the
entire cost of the Changes as shown in the statement  delivered by Landlord.  As
used herein, "cost of Changes" shall include,  without limitation,  (a) the cost
of all labor and materials, (b) contractors' overhead and profit, (c) a Landlord
development  supervisory fee in an amount equal to 15% of the sum of(a) and (b),
and (d) all architectural,  engineering and space planning fees paid or incurred
by Landlord or Tenant in connection with the Changes.

         5. Landlord,  in Landlord's  discretion and upon request by Tenant, may
grant to Tenant and Tenant's agents a license to enter the Premises prior to the
Commencement  Date in order that Tenant may do other work  required by Tenant to
make the Premises ready for Tenant's use and occupancy. Notwithstanding anything
contained in this Work Letter to the  contrary,  Tenant may only use  Landlord's
designated   Building   contractors  for  the  following   categories  of  work:
structural,   exterior  walls  and  windows,  roof,  floor  slabs,   mechanical,
electrical,  plumbing and fire/life safety. It shall be a condition to the grant
by Landlord and continued effectiveness of such license that:

                  (a) Tenant shall give to Landlord not less than five (5) days'
         prior  written  notice  of its  request  to  have  such  access  to the
         Premises,  which notice shall contain and/or shall be  accompanied  by:
         (i) a description of and schedule for the work to be performed by those
         persons and entities for whom and which such access is being requested;
         (ii) the names and  addresses of all  contractors,  subcontractors  and
         material  suppliers  (each of which shall employ only union  personnel)
         for whom and  which  such  early  access  is  being  requested  and the
         approximate  number of  individuals,  itemized  by  trade,  who will be
         present in the Premises;  (iii) copies of all  contracts  pertaining to
         the  performance  of the work for  which  such  early  access  is being
         requested;  (iv) copies of all plans and  specifications  pertaining to
         the work for which such  access is being  requested;  (v) copies of all
         licenses and permits required in connection with the performance of the
         work for which such access is being  requested;  (vi)  certificates  of
         insurance  (in  amounts  and  with  insured  parties   satisfactory  to
         Landlord) and instruments of indemnification against all claims, costs,
         expenses,  damages and  liabilities  which may arise in connection with
         such work; and (vii) assurances of the availability of funds sufficient
         to pay for all such  work.  All of the  foregoing  shall be  subject to
         Landlord's approval.

                                       B-2


<PAGE>

                  (b)  Such  early  access  shall  be  subject  to scheduling by
         Landlord.

                  (c)  Tenant's   agents,   contractors,   workmen,   mechanics,
         suppliers  and invitees  shall work in harmony and not  interfere  with
         Landlord and Landlord's  agents in performing the Work and any Changes,
         or with  Landlord's  or other  tenants  work in other  premises  and in
         common areas of the Building, or the general operation of the Building.
         If at any time  such  entry  shall  cause  or  threaten  to cause  such
         disharmony or interference,  including labor  disharmony,  Landlord may
         withdraw such license upon twenty-four (24) hours' prior written notice
         to Tenant.

         Any such entry into and  occupation  of the Premises by Tenant shall be
deemed to be under all of the terms, covenants, conditions and provisions of the
Lease,  excluding  only the  covenant  to pay  Adjusted  Monthly  Base  Rent and
specifically  including the  provisions of Articles 10 and 11 thereof.  Landlord
shall not be liable  for any  injury,  loss or damage  which may occur to any of
Tenant's  work or  installations  made in the  Premises  or to  property  placed
therein prior to the Commencement Date, the same being at Tenant's sole risk and
liability.  Tenant shall be liable to Landlord for any damage to the Premises or
to any  portion  of the Work  caused  by Tenant  or any of  Tenant's  employees,
agents,  contractors,  workmen or suppliers. In the event the performance of the
work by Tenant,  its agents,  employees  or  contractors  causes  extra costs to
Landlord or requires the use of  elevators  during hours other than 8:00 a.m. to
4:30 p.m. on Monday  through Friday (except  holidays),  Tenant shall  reimburse
Landlord  for the entire  extra cost and the cost  incurred by Landlord  for the
engineers or operators under applicable union regulations or contracts.

         6.The terms and provisions of the Lease, insofar as they are applicable
to this Work Letter, are hereby incorporated herein by reference.

         7. All amounts payable by Tenant to Landlord  hereunder shall be deemed
to be Rent under the Lease and upon any default in the payment of same, Landlord
shall have all of the rights and remedies provided for in the Lease.

                                       B-3


<PAGE>

                            SCHEDULE 1 TO WORK LETTER

                                WORKING DRAWINGS

                                      B1-1

                                  Not viewable
<PAGE>

                                    EXHIBIT C

                              RULES AND REGULATIONS

         1.  Tenant  shall not use or  permit  the  Premises  to be used for any
retail or  wholesale  use, or as a medical or dental  office or clinic,  or as a
vocational or educational  school,  or as a governmental  or  quasi-governmental
office,  or for  off-track  betting  or other  gambling  use or for a  so-called
"shared office" business.

         2. Any sign,  lettering,  picture,  notice or  advertisement  installed
within the  Premises  which is  visible  from the  public  corridors  within the
Building shall be installed in such manner and be of such character and style as
Landlord  shall  approve in  writing.  No sign,  lettering,  picture,  notice or
advertisement  shall be placed on any  outside  window  or in a  position  to be
visible from outside the Building.

         3. Tenant shall not use the name of the Building for any purpose  other
than  Tenant's  business  address,  or use the name of the Building for Tenant's
business address after Tenant vacates the Premises.

         4. Sidewalks,  entrances, passages, courts, corridors, halls, elevators
and  stairways  in and about the  Premises  shall  not be  obstructed  nor shall
objects be placed  against  glass  partitions,  doors or windows  which would be
unsightly  from  the  corridors  of the  Building  or from the  exterior  of the
Building.

         5. No animals, pets,  bicycles  or  other  vehicles shall be brought or
permitted to be in the Building or the Premises.

         6. Room to room canvasses to solicit business from other tenants of the
Building are not permitted.

         7. Tenant shall not waste  electricity,  water or air  conditioning and
shall  cooperate  fully with Landlord to assure the most effective and efficient
operation  of the  heating and air  conditioning  systems of the  Building.  All
controls shall be adjusted only by authorized building personnel.

         8. All corridor doors shall remain closed at all times.

         9. No locks or similar  devices shall be attached to any door except by
Landlord and Landlord shall have the right to retain a key to all such locks.

         10. Tenant assumes full responsibility for protecting the Premises from
theft,  robbery and pilferage.  Except during  Tenant's  normal  business hours,
Tenant shall keep all doors to the  Premises  locked and other means of entry to
the Premises closed and secured.