EXHIBIT 10.12
-------------




                   414 N.ORLEANS, CHICAGO, ILLINOIS
                         OFFICE BUILDING LEASE

                  Ampersand Medical Corporation, Inc.




<PAGE>


                           TABLE OF CONTENTS
                         OFFICE BUILDING LEASE


                                                             Page

Section 1       LEASE OF PREMISES                               3
Section 2       DEFINITIONS                                     3
Section 3       EXHIBITS AND ADDENDA                            4
Section 4       DELIVERY OF POSSESSION                          4
Section 5       RENT                                            4
Section 6       INTEREST AND LATE CHARGES                       9
Section 7       SECURITY DEPOSIT                               10
Section 8       TENANTS USE OF THE PREMISES                    10
Section 9       SERVICES AND UTILITIES                         11
Section 10      PREPARATION AND CONDITION OF THE PREMISES      12
Section 11      CONSTRUCTION, REPAIRS AND MAINTENANCE          12
Section 12      ALTERATIONS AND ADDITIONS                      13
Section 13      LEASEHOLD IMPROVEMENTS; TENANT'S PROPERTY      14
Section 14      CERTAIN RIGHTS RESERVED BY LANDLORD            14
Section 15      ASSIGNMENT AND SUBLETTING                      15
Section 16      HOLDING OVER                                   17
Section 17      SURRENDER OF PREMISES                          17
Section 18      DESTRUCTION OR DAMAGE                          18
Section 19      EMINENT DOMAIN                                 19
Section 20      INDEMNIFICATION                                19
Section 21      TENANT'S INSURANCE                             20
Section 22      WAIVER OF SUBROGATION                          21
Section 23      SUBORDINATION AND ATTORNMENT                   21
Section 24      ESTOPPEL CERTIFICATES                          22
Section 25      TRANSFER OF LANDLORDS INTEREST                 23
Section 26      DEFAULT                                        23
Section 27      BROKERAGE FEES                                 26
Section 28      NOTICES                                        26
Section 29      GOVERNMENT ENERGY OR UTILITY CONTROLS          26
Section 30      INTENTIONALLY OMITTED                          26
Section 31      QUIET ENJOYMENT                                26
Section 32      OBSERVANCE OF LAW                              26
Section 33      FORCE MAJEURE                                  27
Section 34      SIGN CONTROL                                   27
Section 35      RULES AND REGULATIONS                          27
Section 36      MISCELLANEOUS                                  30




<PAGE>


                            414 N. ORLEANS
                           CHICAGO. ILLINOIS

                         OFFICE BUILDING LEASE


     This Lease between OP., L.L.C., an Illinois limited liability company
("Landlord"), and Ampersand Medical Corporation , Inc. ("Tenant"), is dated
September 1, 1999.

1.   LEASE OF PREMISES.

     In consideration of the Rent (as defined at Section 5(c)) and the
provisions of this Lease, Landlord leases to Tenant and Tenant leases from
Landlord the Premises shown by diagonal lines on the floor plan attached
hereto as Exhibit "A," and further described at Section 2(h). The Premises
are located within the Building and Project described in Section 2(i).
Tenant shall have the non-exclusive right (unless otherwise provided
herein) in common with Landlord, other tenants, subtenants and invitees, to
use of the Common Areas (as defined at Section 2(d)).

2.   DEFINITIONS.

     As used in this Lease, the following terms shall have the following
meanings:

     (a)   Base Rent: See Base Rent Schedule attached hereto as Exhibit
"E". Base Year: 1999

     (b)   Broker(s):
           Landlord's: Spectrum Real Estate Services, Inc.
           Tenants:   N/A

     (c)   Commencement Date: October 1, 1999

     (d)   Common Areas: The building lobbies, common corridors and
hallways, restrooms, stairways, elevators and other generally understood
public or common areas. Landlord shall have the right to regulate or
restrict the use of the Common Areas.

     (e)   Expiration Date: September 30, 2004, unless otherwise sooner
terminated in accordance with the provisions of this Lease.

     (f)   Landlord's Mailing Address: 414 N. Orleans, Suite 610, Chicago,
Illinois 60610. Tenant's Mailing Address: 414 N. Orleans, Suite 305,
Chicago, Illinois 60610

     (g)   Monthly Installments of Base Rent: See Base Rent Schedule.

     (h)   Premises: That portion of the Building containing approximately
2,700 square feet of Rentable Area, shown by diagonal lines on Exhibit "A,"
located on the third floor of the Building and known as Suite 305.

     (i)   Project: The building of which the Premises are a part (the
"Building") and any other buildings or improvements on the real property
(the "Property") located at 414 N. Orleans, Chicago, Illinois and further
described on Exhibit "B."

     (j)   Rentable Area: As to both the Premises and the Project, the
respective measurements of floor area as may from time to time be subject
to lease by Tenant and all tenants of the Project, respectively, as
determined by Landlord and applied on a consistent basis throughout the
Project.

     (k)   Security Deposit (Section 7): Four Thousand Three Hundred-
           eighty seven Dollars and 00/100 ($4,387.00)



<PAGE>


     (l)   State: The State of Illinois.

     (m)   Tenant's Proportionate Share: 1 .5% Such share is a fraction,
the numerator of which is the Rentable Area of the Premises, and the
denominator of which is the Rentable Area of the Project, as determined by
Landlord from time to time. The Project consists of one building(s)
containing a total Rentable Area of 186,000 square feet.

     (n)   Tenant's Use Clause (Section 8): general office use.

     (o)   Term: The period commencing on the Commencement Date and
expiring at midnight on the Expiration Date.

     (p)   Lease Year: The twelve (12) month period commencing on the
Commencement Date and expiring on the first anniversary thereof and each
subsequent twelve (12) month period during the Term.

3.   EXHIBITS AND ADDENDA.

     The exhibits listed below are incorporated by reference in this
Lease:

     (a)   Exhibit "A"  -  Floor Plan showing the Premises.

     (b)   Exhibit "B" - Legal Description of Project.

     (c)   Exhibit "C" - (intentionally omitted).

     (d)   Exhibit "D" - (intentionally omitted).

     (e)   Exhibit "E" - Base Rent Schedule.

4.   DELIVERY OF POSSESSION.

     "As Is"

5.   RENT.

     (a)   Payment of Base Rent. Tenant agrees to pay the Base Rent for
the Premises in accordance with those monthly installments specified on the
Base Rent Schedule. Monthly Installments of Base Rent shall be payable in
advance on the first day of each calendar month of the Term in the amount
specified on the Base Rent Schedule for that particular month. If the Term
begins (or ends) on other than the first (or last) day of a calendar month,
the Base Rent for the partial month shall be prorated on a per diem basis.
Tenant shall pay Landlord the first Monthly Installment of Base Rent when
Tenant executes the Lease.

     (b)   Project Operating Costs.

           (1)   In addition to its obligation to pay Monthly Installments
of Base Rent, Tenant shall also be obligated to pay, as Additional Rent for
each Lease Year Tenant's Proportionate Share of Project Operating Costs
(defined below) to the extent such costs exceed Project Operating Costs for
the Base Year. The Additional Rent payable hereunder for the years in which
the Term begins and ends shall be prorated to correspond to that portion of
the applicable calendar year occurring within the term of this Lease.

           (2)   The term "Project Operating Costs" shall include all
those items described in the following Sections 5(b)(2)(A) and (B).



<PAGE>


                 (A)  All federal, state, county, and local governmental
taxes, assessments, water and sewer charges and other similar governmental
charges of every kind or nature (collectively, "Taxes"), which Landlord
shall pay, or become obligated to pay, because of, in connection with the
ownership, management, control or operation of the Building, Property or
Project, or of the personal property, fixtures, machinery, equipment,
systems and apparatus located therein or used in connection therewith,
including, without limitation Ii) real property taxes or assessments levied
or assessed against the Building or Project, (ii) any expenses (including,
but not limited to, legal fees) incurred by Landlord in any contest of real
estate taxes or assessments or the assessed value of the Building, Property
or the Project, however, there shall be no attorneys' fees charged if there
are no savings in excess of all fees, legal fees and costs expended, (iii)
assessments or charges levied or assessed against the Building or Project
by any redevelopment agency, and (iv) any tax measured by gross rentals
received from the leasing of the Premises, Building or Project, excluding
any net income, franchise, capital stock, estate or inheritance taxes
imposed by the State or federal government or their agencies, branches or
departments; provided that if, at any time during the Term, any
governmental entity levies, assesses or imposes on Landlord any (1) general
or special, ad valorem or specific, excise, capital levy or Other tax,
assessment, levy or charge directly on the Rent received under this Lease
or on the rent received wider any other leases of space in the Building or
Project, or (2) any license fee, excise or franchise tax, assessment, levy
or charge measured by or based, in whole or in part, upon such rent, or (3)
any transfer, transaction, or similar tax, assessment, levy or charge based
directly or indirectly upon the transaction represented by this Lease or
such other leases of space In the Building or Project, or 143 any
Occupancy, use, per capita or other tax,
assessment, levy or charge based directly pr indirectly upon the use or
occupancy of the Premises or other leased premises within the Building or
Project, then any and all of such taxes, assessments, levies and charges
shall be deemed to be included in the term Project Operating Costs. 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, It, at any time during the Term, the
assessed valuation of, or taxes on, the Project are riot based on a
completed Project having at least eighty-five percent (85%) of the Rentable
Area iii the Budding occupied, then the 'Taxes' component of Project
Operating Costs shall be adjusted by Landlord to reasonably approximate the
taxes which would have been payable if the Project were completed and at
least eighty-five percent (85%) of the Rentable Area in the Building
occupied. However, the taxes assessed shall be the lesser of the actual
taxes assessed and the adjustment as made by the Landlord above.



<PAGE>


                 (B)  Operating costs (incurred by Landlord in
maintaining and Operating the Building and Project, including without
limitation the following: costs of (1) utilities; (2) supplies; (3)
insurance (including, but not limited to, public liability, property
damage, earthquake, and fire and extended coverage insurance for the full
replacement cost of the Building arid Project) as required by Landlord or
its tenders for the Project; (4) services of independent contractors; (5)
compensation (Including employment taxes and fringe benefits) of all
persons who perform duties connected with the operational, maintenance,
repair or overhaul of the Building or Project, and equipment, improvements
and facilities located within the Project, including, without limitation,
engineers, janitors, painters, floor waxers, window washers, security and
parking personnel and gardeners but excluding persons performing services
not uniformly available to or performed for substantially all Budding or
Project tenants); (6) operation and maintenance of a room for delivery and
distribution of mail to tenants of the Building or Project as required by
the U.S. Postal Service (Including, without limitation, an amount equal to
the fair market rental value of the mail room premises); (7) management of
the Budding or Project, whether managed by Landlord or an independent
contractor (including, without limitation, an amount equal to the fair
market rental value of any on-site manager's office); (8) rental expenses
for (or a reasonable depreciation allowance on) personal property used in
the maintenance, operation or repair of the Building or Project; 491 costs,
expenditures or charges (whether capitalized or not) due to requirements of
any governmental or quasi-governmental authority; (C) amortization of
capital expenses (including financing costs) (i) required by a governmental
entity for energy conservation or life safety purposes, or (ii) made by
landlord with the reasonable intent to reduce Project Operating Costs; (11)
legal, accounting end other professional fees incurred in connection with
the operation, maintenance and management pf the Building or Project; arid
(12) any other costs or expenses incurred by Landlord under this Lease or
with respect to the Building or Project and not otherwise. reimbursed by
specific tenants of the Project, which are properly allocable to the
operation and maintenance of the Building or Project in accordance with
generally accepted accounting principles. If at any time during the Term,
less than eighty-five percent (85%) of the Rentable Area of the Project is
occupied, the "operating costs' component of Project Operating Costs shall
be adjusted by Landlord to reasonably approximate the operating costs which
would have been incurred if the Project had been at least eighty-five
percent (85%) occupied.



<PAGE>


           (3)   Estimated Payments and Operating Statements.

                 (A)  Estimated Payments. Landlord or its agent shall
furnish to Tenant, prior to the Commencement Date and prior to the
commencement of each calendar year after the Base Year, a written statement
setting forth Landlord's estimate of Tenant's Proportionate Share of the
Project Operating Costs (the "Estimated Operating Statement") for such
ensuing calendar year. Tenant shall pay to Landlord, on the first day of
each month, as Additional Rent, an amount equal to one-twelfth (1/12th) at
Landlord's estimate of Tenant's Proportionate Share of such Project
Operating Costs If, however, Landlord shall fail to furnish any such
estimated Operating Statement subsequent to the commencement of any
calendar year during the term of this Lease, than until the first day of
the month following the month in which such Estimated Operating Statement
is furnished to Tenant, Tenant shell pay to Landlord, on the first day of
each month, an amount equal to the monthly installment of estimated Project
Operating Costs payable under this section with respect to the last month
of the immediately preceding calendar year. Upon furnishing such Estimated
Operating Statement to Tenant, Landlord shall give notice to Tenant stating
whether the Monthly installments of Project Operating Costs which Tenant
has paid to date during the current calendar year are more or less than the
estimated sums which Tenant should have been paying to Landlord for the
current calendar year, based on that Estimated Operating Statement. In the
event there is a deficiency with respect to the estimated amounts paid by
Tenant to date in the current calendar year, Tenant shall pay the amount of
such deficiency within ten (10) days after demand therefore; in the event
there shall have been an over-payment, Landlord shall permit Tenant to
credit the amount thereof against the subsequent payments of Additional
Rent next due during the calendar year in which Landlord notifies Tenant of
such over-payment. If there shall be any increase or decrease in the
estimated Project Operating Costs for any Lease Year, whether during or
after such year, Landlord may furnish to Tenant a revised interim Estimated
Operating Statement and the Additional Rent shall be adjusted and paid, or
refunded by way of credits against future payments, as the case may be, or
Landlord may wait and make such adjustments as per subparagraph (2) below.
Notwithstanding the foregoing, Landlord may adjust its estimate for Taxes
at such time as actual tax bills become available.

                 (B)  Operating Statement. Within one hundred twenty
(120) days after the end of each calendar year, or as soon thereafter as
possible, Landlord shall furnish to Tenant a statement pertaining to the
actual payments made by Landlord for Project Operating Costs for that
immediately preceding year (the "Operating Statement"). If the Operating
Statement shows that the sums paid by Tenant, pursuant to the Estimated
Operating Statement, or any revision thereof, exceed Tenant's Proportionate
Share of the actual Project Operating Costs for the calendar year in
question, Landlord shall permit Tenant to credit the amount of such excess
in installments, against the subsequent payments of


<PAGE>


                      Additional Rent next due during the remainder of
the calendar year in which such Operating Statement is furnished pursuant
to this section; and if such Operating Statement shows that the aggregate
amount of the estimated sums paid by Tenant were less than the Tenant's
Proportionate Share of the actual Project Operating Costs, Tenant shall pay
the amount of such deficiency within thirty (30) days after demand
therefore. Failure of Landlord to submit the written Operating Statement
referred to herein shall not constitute a waiver of any rights of Landlord.

                 (C)  Disputes. Each Operating Statement given by
Landlord shall be conclusive and binding upon Tenant, unless within thirty
(30) days after the receipt thereof, Tenant shall notify Landlord that
Tenant disputes the accuracy of said Operating Statement, specifying the
particular respects in which the Operating Statement is claimed to be
incorrect. Notwithstanding any such notice disputing the Operating
Statement, any amount due to Landlord, as shown on any such Operating
Statement, shall be paid by Tenant within thirty (30) days after Landlord's
demand, as provided above, but without prejudice to any such written
objection. Tenant or its authorized representative shall have the right to
examine Landlord's books and records with respect to the items in the
Operating Statement during normal business hours and upon reasonable notice
at any time within forty-five (45) days following submission of the
Operating Statement by Landlord. If, within twenty-one (21) days after
Landlord's receipt of Tenant's notification of dispute of said Operating
Statement, Landlord and Tenant fail to agree, in writing, upon the actual
amount of Project Operating Costs and Tenant's Proportionate Share thereof,
then Landlord and Tenant shall jointly select an independent, certified
public accountant, licensed in the State of Illinois, who shall prepare a
report addressing the objections raised by Tenant. The fees and costs of
said accountant shall be paid one-half by Landlord and one-half by Tenant,
and the determination of said accountant shall be conclusive and binding on
Landlord and Tenant. Any sums owed by Landlord to Tenant based on the
accountant's report shall be paid to Tenant in the form of a credit against
those subsequent payments of Additional Rent next due during the remainder
of the calendar year in which the determination of such overpayment is
made.

                 (c)  Definition of Rent. All costs and expenses which
Tenant assumes or agrees to pay to Landlord under this Lease (except with
respect to Base Rent) shall be deemed "Additional Rent" (which, together
with the Base Rent, is sometimes referred to as the "Rent"). The Rent shall
be paid to the Building manager (or other person) and at such place, as
Landlord may from time to time designate in writing, without any prior
demand therefore and without deduction or offset, in lawful money of the
United States of America.



<PAGE>


                 (d)  Rent Control. If the amount of Rent or any other
payment due under this Lease violates the terms of any governmental
restrictions on such Rent or payment, then the Rent or payment due during
the period of such restrictions shall be the maximum amount allowable under
those restrictions. Upon termination of the restrictions, Landlord shall,
to the extent it is legally permitted, recover from Tenant the difference
between the amounts received during the period of the restrictions and the
amounts Landlord would have received had there been no restrictions.

                 (e)  Taxes Payable by Tenant. In addition to the Rent
and any other charges to be paid by Tenant hereunder, Tenant shall
reimburse Landlord upon demand for any and all taxes payable by Landlord
(other than net income taxes) which are not otherwise reimbursable under
this Lease, whether or not now customary or within the contemplation of the
parties, where such taxes are upon, measured by or reasonably attributable
to Ii) the cost or value of Tenant's equipment, furniture, fixtures and
other personal property located in the Premises, or the cost or value of
any leasehold improvements made in or to the Premises by or for Tenant,
other than the Work, regardless of whether title to such improvements is
held by Tenant or Landlord; (ii) the gross or net Rent payable under this
Lease, including, without limitation, any rental or gross receipts tax
levied by any taxing authority with respect to the receipt of the Rent
hereunder; (iii) the possession, leasing, operation, management,
maintenance, alteration, repair, use or occupancy by Tenant of the Premises
or any portion thereof; or (iv) this transaction or any document to which
Tenant is a party creating or transferring an interest or an estate in the
Premises. If it becomes unlawful for Tenant to reimburse Landlord for any
costs as required under this Lease, the Base Rent shall be revised to net
Landlord the same net Rent after imposition of any tax or other charge upon
landlord as would have been payable to Landlord but for the reimbursement
being unlawful.

6.   INTEREST AND LATE CHARGES.

     If Tenant fails to pay when due any Rent or other amounts or charges
which Tenant is obligated to pay under the terms of this Lease, the unpaid
amounts shall bear interest at lesser of (I) two percent (2.0%) in excess
of the "prime" or "reference" or "base" rate of interest announced as such,
from time to time, by the First National Bank of Chicago ("Prime") and (ii)
the maximum rate then allowed by law. Tenant acknowledges that the late
payment of any Monthly Installment of Base Rent will cause Landlord to lose
the use of that money and incur costs and expenses not contemplated under
this Lease, including, without limitation, administrative and collection
costs and processing and accounting expenses, the exact amount of which is
extremely difficult to ascertain. Therefore, in addition to interest (as
described above in this Section 6), if any such installment is not received
by Landlord within ten (10) days from the date it is due, Tenant shall pay
Landlord a late charge equal to ten percent (10%) of such delinquent
installment. Landlord and Tenant agree that this late charge represents a
reasonable estimate of such costs and expenses and is fair compensation to
Landlord for the loss suffered from such nonpayment by Tenant. Acceptance
of any interest or late charge shall not constitute a waiver of Tenant's
default with respect to such nonpayment by Tenant nor prevent Landlord from
exercising any other rights or remedies available to Landlord under this
Lease.


<PAGE>


7.   SECURITY DEPOSIT.

     (a)   Tenant agrees to deposit with Landlord the Security Deposit set
forth at Section 2(k) above upon execution of this Lease, as security for
Tenant's faithful performance of its obligations under this Lease. Landlord
and Tenant agree that the Security Deposit may be commingled with funds of
Landlord and Landlord shall have no obligation or liability for payment of
interest on such deposit. Tenant shall not mortgage, assign, transfer or
encumber the Security Deposit without the prior written consent of Landlord
(which may be withheld in Landlord's sole discretion), and any attempt by
Tenant to do so shall be void, without force or effect and shall not be
binding upon Landlord.

     (b)   If Tenant fails to pay any Rent or other amount when due and
payable under this Lease, or fails to perform any of the terms hereof,
Landlord may appropriate and apply or use all or any portion of the
Security Deposit for Rent payments or any other amount then due and unpaid;
for Payment of any amount for which Landlord has become obligated as a
result of Tenant's default or breach; and for any loss or damage sustained
by Landlord as a result of Tenant's default or breach; and Landlord may so
apply or use this Security Deposit without prejudice to any other remedy
Landlord may have by reason of Tenant's default or breach. If Landlord so
uses any of the Security Deposit, Tenant shall, within ten (10) days after
written demand therefore, restore the Security Deposit to the full amount
originally deposited. Tenant's failure to do so shall constitute an act of
default hereunder and Landlord shall have the right to exercise any remedy
provided for at Section 26 hereof. Within fifteen (1 5) days after the Term
(or any extension thereof) has expired or Tenant has vacated the Premises,
whichever shall last occur, and provided Tenant is not then in default on
any of its obligations hereunder, Landlord shall return the Security
Deposit to Tenant, or, if Landlord has permitted Tenant to assign its
interest under this Lease, to the last assignee of Tenant. If Landlord
sells its interest in the Premises, Landlord may deliver this Security
Deposit to the purchaser of Landlord's interest and thereupon be relieved
of any further liability or obligation with respect to the Security
Deposit.

8.   TENANTS USE OF THE PREMISES.

     Tenant shall use the Premises solely for the purposes set forth in
Tenant's Use Clause. Tenant shall not use or occupy the Premises in
violation of law or any covenant, condition or restriction affecting the
Building or Project or the certificate of occupancy issued for the Building
or Project, and shall, upon notice from Landlord, immediately discontinue
any use of the Premises which is declared by any governmental authority
having jurisdiction to be a violation of law or the certificate of
occupancy. Tenant, at Tenant's own cost and expense, shall comply with all
laws, ordinances, regulations, rules and/or any directions of any
governmental agencies or authorities having jurisdiction which shall, by
reason of the nature of Tenant's use or occupancy of the Premises, impose
any duty upon Tenant or Landlord with respect to the Premises or its use or
occupation. A judgment of any court of competent jurisdiction or the
admission by Tenant in any action or proceeding against Tenant that Tenant
has violated any such laws, ordinances, regulations, rules and/or
directions in the use of the Premises shall be deemed to be conclusive
determination of that fact as between Landlord and Tenant,Tenant shall
not do, or permit to be done, anything which will
invalidate or increase the cost of any fire, extended coverage or other
insurance policy covering the Building or Project and/or property located
therein, and shall comply with all rules, orders, regulations, requirements
and recommendations of the Insurance Services Office or any other
organization performing a similar function. Tenant shall promptly upon
demand reimburse Landlord for any additional premium charged


<PAGE>


           for such policy by reason of Tenant's failure to comply with
the provisions of this Section 8. Tenant shall not do, or permit anything
to be done, in or about the Premises which will in any way obstruct or
interfere with the rights of other tenants or occupants of the Building or
Project, or injure or annoy them, or use or allow the Premises to be used
for any improper, immoral, unlawful or objectionable purpose, nor shall
Tenant cause, maintain or permit any nuisance in, on or about the Premises.
Tenant shall not commit or suffer to be committed any waste in or upon the
Premises.

9.   SERVICES AND UTILITIES.

     Provided that Tenant is not in default hereunder, Landlord agrees to
furnish to the Premises during generally recognized business days, and
during hours determined by Landlord in its sole discretion (which are
presently from 9:00 a.m. to 5:00 p.m. on weekdays and from 9:00 a.m. to
1:00 p.m. on Saturdays, with Sundays and holidays excluded), and subject to
the Rules and Regulations of the Building or Project, heating, ventilation
and air conditioning ("HVAC") as required, in Landlord's judgment, for the
comfortable use and occupancy of the Premises. It is specifically
understood and agreed that Landlord shall cause the Premises to be
separately metered for the provision of electrical current service, at
Landlord's expense, and, if Landlord so requires, Tenant shall cause the
electrical utility to establish a separate account, in Tenant's name, for
the provision of electricity to the Premises. If Tenant desires HVAC at any
other time, Landlord shall use reasonable efforts to furnish such service
upon reasonable notice from Tenant and Tenant shall pay Landlord's charges
therefore on demand. Landlord shall also maintain and keep lighted the
common stairs, common entries and restrooms in the Building. Landlord shall
not be in default hereunder or be liable for any damages directly or
indirectly resulting from, nor shall the Rent be abated by reason of (i)
the installation, use, or interruption of use, of any equipment in
connection with the furnishing of any of the foregoing services; (ii)
failure to furnish, or delay in furnishing, any such services where such
failure or delay is caused by accident or any condition or event beyond the
reasonable control of Landlord, or by the making of necessary repairs or
improvements to the Premises, Building or Project; or (iii) the limitation,
curtailment or rationing of, or restrictions on, use of water, electricity,
gas or any other form of energy serving the Premises, Building or Project.
Landlord shall not be liable under any circumstances for a loss of or
injury to property or business, however occurring through or in connection
with or incidental to faihze to furnish any such services. If Tenant uses
heat generating machines or equipment in the Premises which affect the
temperature otherwise maintained by the HVAC system, Landlord reserves the
right to install supplementary air conditioning units in the Premises and
the costs thereof, including the cost of installation, operation and
maintenance thereof, shall be paid by Tenant to Landlord upon demand by
Landlord.

     Tenant shall not, without the written consent of Landlord, use any
apparatus or device in the Premises, including without limitation,
electronic data processing machines, punch card machines or machines using
in excess of 120 volts, which consumes more electricity than is usually
furnished or supplied for the use of premises as general office space, as
determined by Landlord. Tenant shall not connect any apparatus with
electric current except through existing electrical outlets in the
Premises. Tenant shall not consume any water or electric current in excess
of that usually furnished or supplied for the use of premises as general
office space (as determined by Landlord), without first procuring the
written consent of Landlord, which Landlord may refuse, and in the event of
consent, Landlord may have installed a water meter or electrical current
meter in the Premises to measure the amount of water or electric current
consumed. The cost of any such meter and of its installation, maintenance
and repair shall be paid for by the Tenant and Tenant agrees to pay to
Landlord promptly upon demand for all such water and electric current


<PAGE>


     consumed as shown by said meters, at the rates charged for such
services by the local public utility plus any additional expense incurred
in keeping account of the water and electric current so consumed. If a
separate meter is not installed, the excess cost for such water and
electric current shall be established by an estimate made by a utility
company or electrical engineer hired by Landlord at Tenant's expense.

     Landlord shall furnish elevator service, lighting replacement for
building standard lights, restroom supplies, window washing and janitor
services in a manner that such services are customarily furnished to
comparable office buildings in the area.

10.  PREPARATION AND CONDITION OF THE PREMISES.

     (a)   The Work and Workletter Agreement. The Premises is completed
and is prepared for Tenant's occupancy "as is".

           Obligations. Landlord shall maintain in good order, condition
and repair the Building and all other portions of the Premises not the
obligation of Tenant or of any other tenant in the Building.

     (b)   Tenant's Obligations.

           (1)   Tenant, at Tenant's sole expense, shall, except for
services furnished by Landlord pursuant to Section 9 hereof, maintain the
Premises in good order, condition and repair, including, but not limited
to, the interior surfaces of the ceilings, walls and floors, all doors, all
interior windows, all Plumbing, pipes and fixtures, electrical wiring,
switches and fixtures, furnishings that are part of the Work and special
items and equipment installed by or at the expense of Tenant.

           (2)   Tenant shall be responsible for all repairs and
alterations in and to the Premises, Building and Project and the facilities
and systems thereof, the need for which arises out of Ii) Tenant's use or
occupancy of the Premises, (ii) the installation, removal, use or operation
of Tenant's Property (as defined in Section 1 3 below) in the Premises,
(iii) the moving of Tenant's Property into or out of the Building, or (iv)
the act, omission, misuse or negligence of Tenant, its agents, contractors,
employees or invitees.

           (3)   If Tenant fails to maintain the Premises in good order,
condition and repair, Landlord shall give Tenant notice to do such acts as
are reasonably required to so maintain the Premises. If Tenant fails to
promptly commence such work and diligently prosecute it to completion, then
Landlord shall have the right to do such acts and expend such funds, at the
expense of Tenant, as are reasonably required to perform such work. Any
amount so expended by landlord shall be paid by Tenant promptly after
demand with interest at the rate set forth in Section 6 above from the date
of such work. Landlord shall have no liability to Tenant for any damage,
inconvenience, or interference with the use of the Premises by Tenant as a
result of performing any such work.

           (c)   Compliance with Law. Landlord and Tenant shall each do
all acts required to comply with all applicable laws, ordinances, and rules
of any public authority relating to their respective maintenance
obligations as set forth herein.



<PAGE>


           (d)   Load and Equipment Limits. Tenant shall not place a load
upon any floor of the Premises which exceeds the load per square foot which
such floor was designed to carry, as determined by Landlord or Landlord's
structural engineer. The cost of any such determination made by Landlord's
structural engineering shall be paid for by Tenant upon demand. Tenant
shall not install business machines or mechanical equipment which cause
noise or vibration to such a degree as to be objectionable to Landlord or
other Building tenants.

           (e)   Interference. Except as otherwise expressly provide in
this Lease, Landlord shall have no liability to Tenant nor shall Tenant's
obligations under this Lease be reduced or abated in any manner whatsoever,
by reason of any inconvenience, annoyance, interruption or injury to
business arising from Landlord's making any repairs or changes which
Landlord is required or permitted by this Lease or by any other tenant's
lease or required by law to make in or to any portion of the Project,
Building or the Premises, including, but not limited to, the buildout of
the remaining tenant space(s) and incomplete base building areas in the
Building. Landlord shall nevertheless use reasonable efforts to minimize
any interference with Tenant's business in the Premises. Tenant shall give
Landlord prompt notice of any damage to or defective condition in any part
or appurtenance of the Building's mechanical, electrical, plumbing, HVAC or
other systems serving, located in, or passing through the Premises.

           (f)   Return of Premises. Upon the expiration or earlier
termination of this Lease, Tenant shall return the Premises to Landlord
clean and in the same condition as on the date Tenant took possession,
except for normal wear and tear. Any damage to the Premises, including any
structural damage, resulting from Tenant's use, or from the removal of
Tenant's fixtures, furnishings and equipment pursuant to Section 13(b)
below, shall be repaired by Tenant at Tenant's expense.

12.  ALTERATIONS AND ADDITIONS.

     (a)   Tenant shall not make any additions, alterations or
improvements to the Premises without obtaining the prior written consent of
Landlord. Landlord's consent may be conditioned on Tenant's removing any
such additions, alterations or improvements upon the expiration of the Term
and restoring the Premises to the same condition as on the date Tenant took
possession. All work with respect to any addition, alteration or
improvement shall be done in a good and workmanlike manner by properly
qualified and licensed personnel approved by Landlord, and such work shall
be diligently prosecuted to completion.

     (b)   Tenant shall pay the costs of any work done on the Premises
pursuant to Section 12(a) above, and shall keep the Premises, Building and
Project free and clear of liens of any kind or nature. Tenant hereby
indemnifies, defends against and keeps Landlord free and harmless from and
against any and all liability, loss, damage, costs, attorneys' fees (of
counsel selected by Landlord) and any other expense incurred by Landlord on
account of, or as a result of, or due to, claims by any person performing
work or furnishing materials or supplies for Tenant or any person claiming
under Tenant.



<PAGE>


           Tenant shall keep Tenant's leasehold interest, and any
additions or improvements, which are, or become, the property of Landlord
under this Lease, free and clear of all attachment or judgment liens.
Before the actual commencement of any work for which a claim or lien may be
filed, Tenant shall give Landlord notice of the intended commencement date
a sufficient time before that date to enable Landlord to post notices of
non-responsibility or any other notices which Landlord deems necessary for
the proper protection of Landlord's interest in the Premises, Building or
the Project, and landlord shall have the right to enter the Premises and
post such notices at any reasonable time.

     (c)   Landlord may require, at Landlord's sole option, that Tenant
provide to Landlord, at Tenant's expense, a lien and completion bond in an
amount equal to at least one and one-half (1 1/2) times the total estimated
cost of any additions, alterations or improvements to be made in or to the
Premises, to protect Landlord against any liability for mechanics and
material men's liens and to insure timely completion of the work. Nothing
contained in this Section 12(c) shall relieve Tenant of its obligation
under Section 12(b) above to keep the Premises, Building and Project free
of all liens.

     (d)   Unless their removal is required by Landlord, as provided in
Section 12(a) above, all additions, alterations and improvements made to
the Premises shall become the property of Landlord and be surrendered with
the Premises upon the expiration of the Term; provided, however, Tenant's
equipment, machinery and trade fixtures which may be removed without damage
to the Premises shall remain the property of Tenant and may be removed,
subject to the provisions of Section 1 3(b) below.

13.  LEASEHOLD IMPROVEMENTS; TENANT'S PROPERTY.

     (a)   All fixtures, equipment, improvements and appurtenances
attached to, or built into, the Premises at the commencement of or during
the Term, whether or not by, or at the expense of, Tenant ("Leasehold
Improvements"), shall be and remain a part of the Premises; shall be the
property of Landlord; and shall not be removed by Tenant, except as
expressly provide in Section 13(b).

     (b)   All movable partitions, business and trade fixtures, machinery
and equipment, communications equipment and office equipment located in the
Premises and acquired by or for the account of Tenant, without expense to
Landlord, which can be removed without structural damage to the Building or
the Premises, and all furniture, furnishings and other articles of movable
personal property owned by Tenant and located in the Premises (collectively
"Tenant's Property") shall be and shall remain the property of Tenant and
may be removed by Tenant at any time during the Term; provided that if any
of Tenant's Property is removed, Tenant shall promptly repair, at its sole
cost and expense, and to Landlord's satisfaction, any and all damage to the
Premises or to the Building resulting from such removal.

14.  CERTAIN RIGHTS RESERVED BY LANDLORD.

     Landlord reserves the following rights, exercisable without liability
to Tenant for (i) damage or injury to property, person or business, (ii)
causing an actual or constructive eviction from the Premises, or (iii)
disturbing Tenant's use or possession of the Premises:

     (a)   To name the Building and Project and to change the name or
street address of the Building or Project;



<PAGE>


     (b)   To install and maintain all signs on the exterior and interior
of the Building and Project;

     (c)   To have pass keys to the Premises and all doors within the
Premises, excluding Tenant's vaults and safes;

     (d)   At any time during the Term, and on a reasonable prior notice
to Tenant, to inspect the Premises, and to show the Premises to any
prospective purchaser or mortgagee of the Project, or to any assignee of
any mortgage on the Project, or to others having an interest in the Project
or Landlord, and during the last six (6) months of the Term, to show the
Premises to prospective tenants thereof; and

     (e)   To enter the Premises for the purpose of making inspections,
repairs, alterations, additions or improvements to the Premises or the
Building (including, without limitation, checking, calibrating, adjusting
or balancing controls and other parts of the HVAC system), and to take all
steps as may be necessary or desirable for the safety, protection,
maintenance or preservation of the Premises or the Building or Landlord's
interest therein, or as may be necessary or desirable for the operation or
improvement of the Building or in order to comply with laws, orders or
requirements of governmental or other authority. Landlord agrees to use its
reasonable, good faith efforts (except in an emergency) to minimize
interference with Tenant's business in the Premises in the course of any
such entry.

15.  ASSIGNMENT AND SUBLETTING.

     Tenant acknowledges that Landlord has entered into this Lease in
reliance on Tenant's creditworthiness, reputation and ability to operate
the Premises for the purposes set forth in Section 8 above. No assignment
of this Lease or sublease of all or any part of the Premises shall be
permitted, except as specifically provided in this Section 15. Landlord
acknowledges that the Tenant subleases space to several related companies
and shall continue to do so and, as far as this paragraph is concerned all
of these related entities shall be included within the definition of
"Tenant".

     (a)   Tenant shall not, without the prior consent of Landlord, assign
or hypothecate this Lease or any interest herein or sublet the Premises or
any part thereof, or permit the use of the Premises by any party other than
Tenant. Any of the foregoing acts without such consent shall be void and
shall, at the option of Landlord, terminate this Lease. This Lease shall
not, nor shall any interest of Tenant herein, be assignable by operation of
law without the written consent of Landlord.

     (b)   If, at any time or from time to time during the Term, Tenant
desires to assign this Lease or sublet all or any part of the Premises,
Tenant shall give written notice to Landlord setting forth the terms and
provisions of the proposed assignment or sublease, and the identity of the
proposed assignee or subtenant. Tenant shall promptly supply Landlord with
such information concerning the business background and financial condition
of such proposed assignee or subtenant as Landlord may reasonably request.
Landlord shall have the option, exercisable by notice given to Tenant
within twenty (20) days after Tenant's notice is given, either to sublet
such space from Tenant at the rental and on the other terms set forth in
this Lease for the term set forth in Tenant's notice, or, in the case of an
assignment, to terminate this Lease. If Landlord does not exercise such
option, Tenant may assign the Lease or sublet such space to such proposed
assignee or subtenant on the following further conditions:



<PAGE>


           (1)   Landlord shall have the right to approve such proposed
assignee or subtenant, which approval shall not be unreasonably withheld,
and Tenant shall furnish sufficient information to Landlord so that
Landlord may make a reasonable determination as to the creditworthiness and
reputation of the proposed assignee or subtenant;

           (2)   The assignment or sublease shall be on the same terms set
forth in the notice given to Landlord and true and correct copies of all
documentation proposed to evidence any such assignment or sublease shall be
furnished to Landlord;

           (3)   No assignment or sublease shall be valid and no assignee
or sublessees shall take possession of the Premises until an executed
counterpart of such assignment or sublease has been delivered to Landlord;

           (4)   No assignee or sublessee shall have a further right to
assign or sublet except on the terms herein contained; and

           (5)   Any sums or other economic consideration received by
Tenant as a result of such assignment or subletting, however, denominated
under the assignment or sublease, which exceed, in the aggregate, (i) the
total sums which Tenant is obligated to pay Landlord under this Lease
(prorated to reflect obligations allocable to any portion of the Premises
subleased), plus (ii) any real estate brokerage commissions or fees payable
in connection with such assignment or subletting, shall be paid to Landlord
as Additional Rent under this Lease without affecting or reducing any other
obligations of Tenant hereunder.

           (6)   Any such assignment or sublease shall be specifically
subject to all of the terms and conditions of this Lease, and, in the event
of an assignment, such assignee shall specifically assume, in writing and
in a form satisfactory to Landlord, all of Tenant's rights and obligations
hereunder.

     (c)   Notwithstanding the provisions of Sections 15(a) and 15(b)
above, Tenant may assign this Lease or sublet the Premises or any portion
thereof, without Landlord's consent and without extending any recapture or
termination option to Landlord (pursuant to Section 1 5(bI above), to any
corporation which controls, is controlled by, or is under common control
with Tenant, or to any corporation resulting from a merger or consolidation
with Tenant, or to any person or entity which acquires all the assets of
Tenant's business as a going concern, provided that (1) the assignee or
sublessee assumes, in full, the obligations of Tenant under this Lease; (2)
Tenant remains fully liable under this Lease; (3) the use of the Premises
under Section 8 above remains unchanged; and (4) any successor to Tenant's
interest resulting from merger or consolidation has a net worth which is
equal to, or greater than, that of the Tenant immediately before such
merger or consolidation.

     (d)   No subletting or assignment shall release Tenant of Tenant's
obligations under this Lease or alter or modify the primary liability of
Tenant to pay the Rent and to perform all other obligations to be performed
by Tenant hereunder. The acceptance of Rent by Landlord from any other
person shall not be deemed to be a waiver by Landlord of any provision
hereof. Consent to one assignment or subletting shall not be deemed consent
to any subsequent assignment or subletting. In the event of default by


<PAGE>


           an assignee or subtenant of Tenant or any successor of Tenant
in the performance of any of the terms hereof, Landlord may proceed
directly against Tenant without the necessity of exhausting remedies
against such assignee, subtenant or successor. Landlord may consent to
subsequent assignments of the Lease, sublettings or amendments or
modifications to the Lease with assignees of Tenant, without notifying
Tenant, or any successor of Tenant, and without obtaining its or their
consent thereto and any such actions shall not relieve Tenant of liability
under this Lease.

     (e)   If Tenant assigns the Lease or sublets the Premises or requests
the consent of Landlord to any assignment or subletting, or if Tenant
requests the consent of Landlord for any act that Tenant proposes to do,
then Tenant shall, upon demand pay Landlord an administrative fee of Two
Hundred Fifty and No/100 Dollars ($250.00), plus any attorneys' fees (of
counsel selected by Landlord), reasonably incurred by Landlord in
connection with such act or request.

16.  HOLDING OVER.

     If Tenant remains in possession after the Expiration Date hereof or
after any earlier termination date of this Lease or of the Tenant's right
to possession (a) Tenant shall be deemed a tenant at will; (b) Tenant shall
pay two hundred percent (200%) of the Base Rent and Additional Rent last
prevailing hereunder, and also shall pay all damages sustained by Landlord,
consequential as well as direct, by reason of such remaining in possession
after the expiration or termination of this Lease; (C) there shall be no
renewal or extension of this Lease by operation of law; and (d) the tenancy
at will may be terminated upon thirty (30) days' notice from Landlord; or,
at the sole option of 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 provided
in this Lease. The provisions of this Section 16 shall not constitute a
waiver by Landlord of any re-entry rights of Landlord provided hereunder or
by law.

17.  SURRENDER OF PREMISES.

     (a)   Tenant shall peaceably surrender the Premises to Landlord on
the Expiration Date, in broom-clean condition and in as good condition as
when Tenant took possession, except for (1) reasonable wear and tear, (2)
loss by fire or other casualty, and (3) loss by condemnation. Tenant shall,
on Landlord's request, remove Tenant's Property on or before the Expiration
Date and promptly repair all damage to the Premises or Building caused by
such removal,

     (b)   If Tenant abandons or surrenders the Premises, or is
dispossessed by process of law or otherwise, any of Tenant's Property left
on the Premises shall be deemed to be abandoned, and, at Landlord's option,
title shall pass to Landlord under this Lease as by a bill of sale. If
Landlord elects to remove all or any part of such Tenant's Property, the
cost of removal, including repairing any damage to the Premises or Building
caused by such removal, shall be paid by Tenant. On the Expiration Date,
Tenant shall surrender all keys to the Premises.



<PAGE>


18.  DESTRUCTION OR DAMAGE.

     (a)   If the Premises or the portion of the Building necessary for
Tenant's occupancy is damaged by fire, earthquake, act of God, the elements
or other casualty, Landlord shall, subject to the provisions of this
Section 18, promptly repair the damage, if such repairs can, in Landlord's
opinion, be completed within ninety (90) days of the date on which such
casualty occurred. If Landlord determines that repairs can be completed
within ninety (90) days, this Lease shall remain in full force and effect,
and, provided that such damage is not the result of the negligence or
willful misconduct of Tenant or Tenant's agents, employees, contractors,
licensees or invitees, the Base Rent shall be abated to the extent Tenant's
use of the Premises is impaired, commencing with the date of damage and
continuing until completion of the repairs required of Landlord under
Section 18(d) below.

     (b)   If in Landlord's opinion, such repairs to the Premises or
portion of the Building necessary for Tenant's occupancy cannot be
completed within ninety (90) days of the date on which such casualty
occurred, Landlord may elect, upon notice to Tenant given within (30) days
after the date of such fire or other casualty, to repair such damage, in
which event this Lease shall continue in full force and effect, but the
Base Rent shall be partially abated as provided in Section 18(a) above, If
Landlord does not so elect to make such repairs, this Lease shall terminate
as of the date of such fire or other casualty.

     (c)   If any other portion of the Building or Project is totally
destroyed or damaged to the extent that, in Landlord's opinion, repair
thereof cannot be completed within ninety (90) days of the date on which
such casualty occurred, Landlord may elect, upon notice to Tenant, given
within thirty (30) days after the date of such fire or other casualty, to
repair such damage, in which event this Lease shall continue in full force
and effect, but the Base Rent shall be partially abated as provided in
Section 18(a) above. If Landlord does not elect to make such repairs, this
Lease shall terminate as of the date of such fire or other casualty.

     (d)   If the Premises are to be repaired under this Section 1 8,
Landlord shall repair, at its cost, any injury or damage to the Building
and the Work in the Premises, and Tenant shall be responsible, at its sole
cost and expense, for the repair, restoration and replacement of any other
Leasehold Improvements and Tenant's Property. Landlord shall not be liable
for any loss of business, inconvenience or annoyance arising from any
repair or restoration of any portion of the Premises. Building or Project
as a result of any damage from fire or other casualty.

     (e)   This Lease shall be considered an express agreement governing
any case of damage to or destruction of the Premises, Building or Project
by fire or other casualty, and any present or future law which purports to
govern the rights of Landlord and Tenant in such circumstances in the
absence of express agreement, shall have no application.



<PAGE>


19.  EMINENT DOMAIN.

     (a)   If the whole of the Building or Premises is condemned or in any
other manner taken for any public purpose, this Lease shall terminate as of
the date of such condemnation and Rent shall be prorated to such date. If
less than the whole of the Building or Premises is so taken, this Lease
shall be unaffected by such taking, provided that (1) Tenant shall have the
right to terminate this lease by notice to Landlord given within ninety
(90) days after the date of such taking if twenty percent (20%) or more of
the Premises is taken and the remaining area of the Premises is not
reasonably sufficient for Tenant to continue operation of its business, and
(2) Landlord shall have the right to terminate this Lease by notice to
Tenant given within ninety (90) days after the date of such taking. If
either Landlord or Tenant so elects to terminate this Lease, the Lease
shall terminate on the thirtieth (30th) day after either such notice. The
Rent shall be prorated to the date of termination. If this Lease continues
in force upon such partial taking, the Base Rent and Tenant's Proportionate
Share shall be equitably adjusted according to the remaining Rentable Area
of the Premises and Project.

     (b)   In the event of any taking, partial or whole, all the proceeds
of any award, judgment or settlement payable by the condemning authority
shall be the exclusive property of Landlord, and Tenant hereby assigns to
Landlord all of its right, title and interest in any award, judgment or
settlement from the condemning authority. Tenant, however, shall have the
right, to the extent that Landlord's award is not reduced or prejudiced, to
claim from the condemning authority (but not from Landlord) such
compensation as may be recoverable by Tenant in its own right for
relocation expenses and damage to Tenant's Property.

     (c)   In the event of a partial taking of the Premises which does not
result in a termination of this Lease, Landlord shall restore the remaining
portion of the Premises as nearly as reasonably practicable to its
condition prior to the condemnation or taking, but only to the extent of
the Work. Tenant shall be responsible, at its sole cost and expense for the
repair, restoration and replacement of any other Leasehold Improvements and
Tenant's Property.

20.  INDEMNIFICATION.

     (a)   Tenant shall and hereby does indemnify, defend and hold
Landlord harmless against and from liability and claims of any kind for
loss or damage to property of Tenant or any other person, or for any injury
to or death of any person, arising out of: (1) Tenant's use and occupancy
of the Premises, or any work, activity or other things allowed or suffered
by Tenant to be done in, on or about the Premises; (2) any breach or
default by Tenant of any of Tenant's obligations under this Lease; or (3)
any negligent or otherwise tortious act or omission of Tenant, its agents,
employees, invitees or contractors. Tenant shall, at Tenant's expense, and
by counsel selected by Landlord, defend Landlord in any action or
proceeding arising from any such claim and shall, and hereby does
indemnify, defend and hold Landlord harmless from and against all costs,
attorneys' fees, expert witness fees and any other expenses incurred in
such action or proceeding. As a material part of the consideration for
Landlord's execution of this Lease, Tenant hereby assumes all risk of
damage or injury to any person or property in, on or about the Premises
from any cause.



<PAGE>


     (b)   Landlord shall not be liable for injury or damage which may be
sustained by the person or property of Tenant, its employees, invitees or
customers, or any other person in or about the Premises, caused by or
resulting from fire, steam, electricity, gas, water or rain which may leak
or flow from or into any part of the Premises, or from the breakage,
leakage, obstruction or other defects of pipes, sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures, whether such
damage or injury results from conditions arising upon the Premises or upon
other portions of the Building or Project or from other sources. Landlord
shall not be liable for any damages arising from any act or omission of any
other tenant of the Building or Project.

21.  TENANT'S INSURANCE.

     (a)   All insurance required to be carried by Tenant hereunder shall
be issued by responsible insurance companies acceptable to Landlord and
Landlord's lender and qualified to do business in the State. Each policy
shall name Landlord, and, at Landlord's request, any mortgagee of Landlord,
as an additional insured, as their respective interests may appear. Each
policy shall contain (1) a cross-liability endorsement, (2) a provision
that such policy and the coverage evidenced thereby shall be primary and
non-contributing with respect to any policies carried by Landlord and that
any coverage carried by Landlord shall be excess insurance, and (3) a
waiver by the insurer of any right of subrogation against Landlord, its
agents, employees and representatives, which arises or might arise by
reason of any payments under such policy or by reason of any act or
omission of Landlord, its agents, employees or representatives. A copy of
each paid up policy (authenticated by the insurer) or certificate of the
insurer evidencing the existence and amount of each insurance policy
required hereunder shall be delivered to Landlord before the date Tenant is
first given the right of possession of the Premises, and thereafter within
thirty (30) days after any demand by Landlord therefore. Landlord may, at
any time and from time to time, inspect and/or copy any insurance policies
required to be maintained by Tenant hereunder, No such policy shall be
cancellable except after twenty (20) days written notice to Landlord and
Landlord's lender. Tenant shall furnish Landlord with evidence of renewal
of any such policy (together with evidence of the payment of the premium
for such renewal), at least ten (10) days prior to the expiration thereof.
Tenant agrees that if Tenant does not take out Sand maintain such
insurance, Landlord may (but shall not be required to) procure said
insurance on Tenant's behalf and charge the Tenant the premiums incurred
therefore, together with a twenty-five percent (25%) handling charge,
payable upon demand. Tenant shall have the right to provide such insurance
coverage pursuant to blanket policies obtained by the Tenant, provided such
blanket policies expressly afford coverage to the Premises, Landlord,
Landlord's mortgagee and Tenant as required by this Lease.

     (b)   Beginning on the date Tenant is given access to the Premises
for any purpose and continuing until expiration or termination of the Term,
Tenant shall procure, pay for and maintain in effect policies of casualty
insurance covering (1) all Leasehold Improvements (including any
alterations, additions or improvements as may be made by Tenant pursuant to
the provisions of Section 1 2 above), and (2) trade fixtures, merchandise
and other personal property from time to time in, or about the Premises, in
an amount not less than one hundred percent (100%) of their actual
replacement cost from time to time, providing protection against any peril
included within the classification "Fire and Extended Coverage" together
with


<PAGE>


           insurance against sprinkler damage, vandalism and malicious
mischief. The proceeds of such insurance shall be used for the repair or
replacement of the property so insured. Upon termination of this lease
following a casualty as set forth herein, the proceeds under (i) shall be
paid to Landlord, and the proceeds under (ii) above shall be paid to
Tenant.

     (c)   Beginning on the date Tenant is given access to the Premises
for any purpose and continuing until expiration or termination of the Term,
Tenant shall procure, pay for and maintain in effect workers' compensation
insurance as required by law and comprehensive public liability and
property damage insurance with respect to the construction of improvements
on the Premises, the use, operation or condition of the Premises and the
operations of Tenant in, on or about the Premises, providing personal
injury and broad form property damage for not less than One Million and
No/i 00 Dollars ($1,000,000.00) combined single limit for bodily injury,
death and property damage liability.

     (d)   Not less than every three (3) years during the Term, Landlord
and Tenant shall mutually agree to increases in all of Tenant's insurance
policy limits for all insurance to be carried by Tenant as set forth in
this Section 21.

22.  WAIVER OF SUBROGATION.

     Landlord and Tenant each hereby waive all rights of recovery against
the other and against the officers, employees, agents and representatives
of the other, on account of loss by, or damage to, the waiving party of its
property or the property of others under its control, to the extent that
such loss or damage is insured against under any fire and extended coverage
insurance policy which either may have in force at the time of the loss or
damage. Tenant shall, upon obtaining the policies of insurance required
under this Lease, give notice to its insurance carrier or carriers that the
foregoing mutual waiver of subrogation is contained in this Lease,

23.  SUBORDINATION AND ATTORNMENT.

     (a)   Subordination of Lease. This Lease, and all rights of Tenant
hereunder are and shall be subject and subordinate to all ground leases of
the Property now or hereafter existing and to all mortgages, or trust deeds
in the nature of a mortgage (both collectively referred to hereafter as
"mortgages"), which may now or hereafter affect or encumber the Property
and/or the Building and/or any of such ground leases (whether or not such
mortgages shall also cover other lands and/or buildings and/or leases).
This subordination shall likewise apply to each and every advance made, or
hereafter to be made, under such mortgages; to all renewals, modifications,
replacements and extensions of such leases and such mortgages; and to
spreaders and consolidations of such mortgages. This Section 23 shall be
self-operative and no further instrument of subordination shall be
required. However, in confirmation of such subordination, Tenant shall
promptly execute, acknowledge and deliver any instrument that Landlord, the
lessor under any such ground lease or the holder of any such mortgage (or
their respective successors-in-interest), may request in order to evidence
such subordination. If Tenant fails to execute, acknowledge or deliver any
such instrument within ten (10) days after request therefore, Tenant hereby
irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact,
which appointment is agreed to be coupled with an interest, to execute and
deliver any such instruments for and on behalf of Tenant. Any lease to
which this Lease is subject and subordinate is hereinafter referred to as a
"Superior Lease" and the lessor of a Superior


<PAGE>


           Lease is hereinafter referred to as a "Superior Lessor"; and
any mortgage to which this Lease is subject and subordinate is hereinafter
referred to as a "Superior Mortgage" and the holder of a Superior Mortgage
is hereinafter referred to as a "Superior Mortgagee." Notwithstanding the
foregoing, at Landlord's election, this Lease may be made senior to the
lien of any mortgage, if the mortgagee thereunder so requests.

     (b)   Notice in the Event of Default. Upon any default of Landlord,
including, but not limited to, any act or omission which would give Tenant
any right, immediately or after the lapse of a period of time, to cancel or
terminate this Lease, to claim a partial or total eviction, or to take any
other action hereunder, Tenant shall send, by registered or certified mail,
return receipt requested, written notice of such default to Landlord and to
each Superior Mortgagee and Superior Lessor whose name and address shall
previously have been furnished to Tenant. Tenant shall not exercise any
such right until a thirty (30) day period for remedying such default shall
have elapsed following the giving of such notice; provided, however, that
if such default cannot reasonably be cured within such thirty (30) day
period, then Landlord shall have such additional time to cure such default
as is reasonably necessary under the circumstances. If Landlord fails to
cure such default, within the time provided in the immediately preceding
sentence, then Tenant shall not exercise any such right until Tenant shall
have given, after the expiration of such time, an additional notice of
default in the manner described in the immediately preceding sentence, to
each such Superior Mortgagee and Superior Lessor, and each such Superior
Mortgagee and Superior Lessor shall have had an additional thirty (30) days
after such additional notice to cure such default; provided that if such
default cannot reasonably be cured within such thirty (30) day period, then
such Superior Mortgagee or Superior Lessor shall have such additional time
to cure such default as is reasonably necessary under the circumstances.

     (c)   Successor Landlord. If any Superior Lessor or Superior
Mortgagee shall succeed to the rights of Landlord hereunder, whether
through possession or foreclosure action or delivery of a new lease or
deed, or otherwise, then, at the request of such party (hereinafter
referred to as "Successor Landlord"), Tenant shall attorn to, and
recognize, each Successor Landlord as Tenant's landlord under this Lease
and shall promptly execute and deliver any instrument such Successor
Landlord may reasonably request to further evidence such attornment.

24.  ESTOPPEL CERTIFICATES.

     Each party agrees, at any time and from time to time, as requested by
the other party, to execute and deliver to the other land to any existing
or prospective mortgage lender, ground lessor, or purchaser designated by
Landlord), within ten (10) days after the written request therefor, 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); certifying the dates
to which the Base Rent and Additional Rent have been paid; stating whether
or not the other party is in default in performance of any of its
obligations under this Lease; and, if so, specifying each such default; and
stating whether or not any event has occurred which, with the giving of
notice or passage of time, or both, would constitute such a default, and,
if so, specifying each such event. Any such statement delivered pursuant
hereto shall be deemed a representation and warranty to be relied upon by
the party requesting the certificate and by others with whom such party may
be dealing, regardless of independent investigation. Tenant also shall
include in


<PAGE>


     any such statements such other information concerning this Lease as
Landlord may reasonably request including, but not limited to, the amount
of Base Rent and Additional Rent under this Lease, and whether Landlord has
completed all improvements to the Premises required under this Lease. If
Tenant fails to execute, acknowledge or deliver any such statement within
ten (10) days after request therefore, Tenant hereby irrevocably
constitutes and appoints Landlord as Tenant's attorney-in-fact (which
appointment is agreed to be coupled with an interest), to execute and
deliver any such statements for and on behalf of Tenant.

25.  TRANSFER OF LANDLORD'S INTEREST.

     In the event of any sale or transfer by Landlord of the Premises,
Building or Project, and assignment of this Lease by Landlord, Landlord
shall be and is hereby entirely freed and relieved of any and all liability
and obligations contained in or derived from this Lease arising out of any
act, occurrence or omission relating to the Premises, Building, Project or
this Lease occurring after the consummation of such sale or transfer,
providing the purchaser shall expressly assume all of the covenants and
obligations of Landlord under this Lease. If any Security Deposit or
prepaid Rent has been paid by Tenant, Landlord may transfer the Security
Deposit or prepaid Rent to Landlord's successor and upon such transfer,
Landlord shall be relieved of any and all further liability with respect
thereto.

26.  DEFAULT.

     (a)   Tenant's Default. The occurrence of any one or more of the
following events shall constitute a default and breach of this Lease by
Tenant:

           (1)   If Tenant abandons or vacates the Premises; or

           (2)   If Tenant fails to pay any Rent or any other charges
required to be paid by Tenant under this Lease and such failure continues
for five (5) days after such payment is due and payable; or

           (3)   If Tenant fails to promptly and fully perform any other
covenant, condition or agreement contained in this Lease and such failure
continues for thirty (30) days after written notice thereof from Landlord
to Tenant; or

           (4)   If a writ of attachment or execution is levied on this
Lease or on any of Tenant's Property; or

           (5)   If Tenant makes a general assignment for the benefit of
creditors; or

           (6)   If Tenant files a voluntary petition for relief or if a
petition against Tenant in a proceeding under the federal bankruptcy laws
or other insolvency laws is filed and not withdrawn or dismissed within
sixty (60) days thereafter, or if under the provisions of any law providing
for reorganization or winding up of corporations, any court of competent
jurisdiction assumes jurisdiction, custody or control of Tenant or any
substantial part of its property and such jurisdiction, custody or control
remains in force unrelinquished, unstayed or unterminated for a period of
sixty (60) days; or

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



<PAGE>


           (8)   If Tenant is a partnership or consists of more than one
(1) person or entity, if any general partner of the partnership or other
person or entity is involved in any of the acts or events described in
Sections 26(a)(4) through (7) above.

     (b)   Remedies. In the event of Tenant's default hereunder, then in
addition to any other rights or remedies Landlord may have under any law,
Landlord shall have the right, at Landlord's option, without further notice
or demand of any kind to do the following:

           (1)   Terminate this Lease and Tenant's right to possession of
the Premises and re-enter the Premises and take possession thereof, and
Tenant shall have no further claim to the Premises or under this Lease; or

           (2)   Continue this Lease in effect, re-enter and occupy the
Premises for the account of Tenant, and collect any unpaid Rent or other
charges which have or thereafter become due and payable; or

           (3)   Re-enter the Premises under the provisions of Section
26(b)(2) above, and thereafter elect to terminate this Lease and Tenant's
right to possession of the Premises.

           (4)   In addition to (1) through (3) above, Landlord shall also
have the right to collect from Tenant any and all Base Rent that, but for
the existence of the Abatement Period, Tenant would have been required to
pay to Landlord prior to the occurrence of Tenant's default hereunder,

           If Landlord re-enters the Premises under the provisions of
Sections 26(b)(2) and 26(b)(3) above, Landlord shall not be deemed to have
terminated this Lease or the obligation of Tenant to pay any Rent or other
charges thereafter accruing, unless Landlord notifies Tenant in writing of
Landlord's election to terminate this Lease. In the event of any re-entry
or retaking of possession by landlord, Landlord shall have the right, but
not the obligation, to remove all or any part of Tenant's Property in the
Premises and to place such property in storage at a public warehouse at the
expense and risk of Tenant, If Landlord elects to relet the Premises for
the account of Tenant, the rent received by Landlord from such reletting
shall be applied as follows: first, to the payment of any indebtedness
other than Rent due hereunder from Tenant to Landlord; second, to the
payment of any costs of such reletting; third, to the payment of the cost
of any alterations or repairs to the Premises; fourth to the payment of
Rent due and unpaid hereunder; and the balance, if any, shall be held by
Landlord and applied in payment of future Rent as it becomes due. If that
portion of rent received from the reletting which is applied against the
Rent due hereunder is less than the amount of the Rent due, Tenant shall
pay the deficiency to Landlord promptly upon demand by Landlord. Tenant
shall also pay to Landlord, as soon as determined, any cost and expenses
incurred by Landlord in connection with such reletting or in making
alterations and repairs to the Premises, which are not covered by the rent
received from the reletting.

     (c)   Damages. Should Landlord elect to terminate this Lease under
the provisions of Sections 26(b)(1) or 26(b)(3) above, Landlord may recover
as damages from Tenant the following:

           (1)   Past Rent. The worth at the time of the award of any
unpaid Rent which had been earned at the time of termination; plus



<PAGE>


           (2)   Rent Prior to Award. The worth at the time of the award
by which the unpaid Rent which would have been earned after termination
until the time of award exceeds the amount of such rental loss that Tenant
proves could have been reasonably avoided; plus

           (3)   Rent After Award. The worth at the time of the award of
the amount by which the unpaid Rent for the balance of the Term after the
time of award exceeds the amount of the rental loss that Tenant proves
could be reasonably avoided; plus

           (4)   Proximately Caused Damages. Any other amount necessary to
compensate Landlord for all detriment proximately caused by Tenant's
failure to perform its obligations under this Lease or which, in the
ordinary course of things, would be likely to result therefrom, including,
but not limited to, any costs or expenses (including attorneys' fees),
incurred by Landlord in (i) retaking possession of the Premises, (ii)
maintaining the Premises after Tenant's default, (iii) preparing the
Premises for reletting to a new tenant, including any repairs or
alterations, and (iv) reletting the Premises, including broker's
commissions.

     "The worth at the time of the award" as used in Sections 26(c)(1) and
26(c)(2) above, is to be computed by allowing interest at the rate of Prime
plus two percent (2.0%) per annum. "The worth at the time of the award" as
used in Section 26(c)(3) above, is to be computed by discounting the amount
at the discount rate of the Federal Reserve Bank situated nearest to the
Premises at the time of the award plus one percent (1 %).

     (d)   Not a Waiver. The waiver by Landlord of any breach of any term,
covenant or condition of this Lease shall not be deemed a waiver of such
term, covenant or condition or of any other breach of the same or any other
term, covenant or condition. Acceptance of Rent by Landlord subsequent to
any breach hereof shall not be deemed a waiver of any preceding breach
other than the failure to pay the particular Rent so accepted, regardless
or Landlord's knowledge of any breach at the time of such acceptance of
Rent. Landlord shall not be deemed to have waived any term, covenant or
condition unless Landlord gives Tenant written notice of such waiver. No
delay or omission in the exercise of any right or remedy of Landlord upon
any default by Tenant shall impair such right or remedy or be construed as
a waiver of such default.

     (e)   Curing Tenant's Defaults. If Tenant defaults in the performance
of any of its obligations under this Lease, Landlord may (but shall not be
obligated to), without waiving such default, perform the same for the
account and at the expense of Tenant. Tenant shall pay Landlord all costs
of such performance promptly upon receipt of a bill therefore, together
with interest at the rate set forth in Section 6 above.

     (f)   Landlord's Default. If Landlord fails to perform any covenant,
condition or agreement contained in this Lease, subject to the notice and
cure provisions of Section 23(b) above, then Landlord shall be liable to
Tenant for any actual damages sustained by Tenant as a direct result of
Landlord's breach; provided, however, it is expressly understood and agreed
that if Tenant obtains a money judgment against Landlord resulting from any
default or other claim arising under this Lease, that judgment shall be
satisfied only out of the rents, issues, profits, and other income actually
received on account of Landlord's right, title and interest in the
Premises, Building


<PAGE>


           or Project, and no other real, personal or mixed property of
Landlord (Or of any of the partners which comprise Landlord, if any)
wherever situated, shall be subject to levy to satisfy such judgment. If,
after notice by Tenant of default, as provided in Section 23(b) above,
Landlord and each Superior Mortgagee and Superior lessor fails to cure the
default in the time provided for in Section 23(b) above, then Tenant shall
have the right to cure that default at Landlord's expense. Tenant shall not
have the right to terminate this Lease or to withhold, reduce or offset any
amount against any payments of Rent or any other charges due and payable
under this Lease except as otherwise specifically provided herein.

27.  BROKERAGE FEES.

     Tenant warrants and represents that it has not dealt with any real
estate broker or agent in connection with this Lease or its negotiation
except for Tenant's Broker, as identified in Section 2(b) above. Tenant
hereby indemnifies. defends and hold Landlord harmless from any cost,
expense or liability (including costs of Suit and reasonable attorneys' fee
of counsel selected by Landlord) for any compensation, commission or fees
claimed by any other real estate broker or agent in connection with this
Lease or its negotiation by reason of any act of Tenant.

28.  NOTICES.

     All notices, approvals and demands permitted or required to be given
under this Lease shall be in writing and deemed duly served or given if
personally delivered or sent by certified or registered U.S. mail, return
receipt requested, postage prepaid, and addressed as follows: (a) if to
Landlord, to Landlord's Mailing Address and to the Building Manager, and
(b) if to Tenant, to Tenant's Mailing Address; provided, however, notices
to Tenant shall be deemed duly served or given if delivered or mailed to
Tenant at the Premises. Landlord and Tenant may from time to time by notice
to the other designate another place for receipt of future notices. If
mailed, notices shall be deemed given two (2) business days after mailing.

29.  GOVERNMENT ENERGY OR UTILITY CONTROLS.

     In the event of imposition of federal, state or local government
controls, rules, regulations, or restrictions on the use or consumption of
energy or other utilities during the Term, both Landlord and Tenant shall
be bound thereby. In the event of a difference in interpretation by
Landlord and Tenant of any such controls, the interpretation of Landlord
shall prevail, and Landlord shall have the right to enforce compliance
therewith, including the right of entry into the Premises to effect
compliance.

30.  INTENTIONALLY OMITTED

31.  QUIET ENJOYMENT.

     Tenant, upon paying the Rent and performing all of its obligations
under this Lease, shall peaceably and quietly enjoy the Premises, subject
to the terms of this Lease and to any mortgage, lease, or other agreement
to which this Lease may be subordinate.

32.  OBSERVANCE OF LAW.

     Tenant shall not use the Premises or permit anything to be done in or
about the Premises which will, in any way, conflict with any law, statute,
ordinance or governmental rule or regulation now in force or which may
hereafter be enacted or promulgated. Tenant shall, at its sole cost and
expense, promptly comply with all laws, statutes, ordinances and
governmental rules, regulations or requirements now in


<PAGE>


     force or which may hereafter be in force, and with the requirements
of any board of fire insurance underwriters or other similar bodies now or
hereafter constituted, relating to, or affecting the condition, use or
occupancy of the Premises, excluding structural changes not related to or
affected by Tenant's improvements or acts. The judgment of any court of
competent jurisdiction or the admission of Tenant in any action against
Tenant, whether Landlord is a party thereto or not, that Tenant has
violated any law, ordinance or governmental rule, regulation or
requirement, shall be conclusive of that fact as between Landlord and
Tenant.

33.  FORCE MAJEURE.

     Any prevention, delay or stoppage of work to be performed by Landlord
or Tenant which is due to strikes, labor disputes, inability to obtain
labor, materials, equipment or reasonable substitutes therefor, acts of
God, governmental restrictions or regulations or controls, judicial orders,
enemy or hostile government actions, civil commotion, fire or other
casualty, or other causes beyond the reasonable control of the party
obligated to perform hereunder, shall excuse performance of the work by
that party for a period equal to the duration of that prevention, delay or
stoppage. Nothing in this Section 33 shall excuse or delay Tenant's
obligation to pay Rent or other charges under this Lease.

34. SIGN CONTROL.

     Tenant shall not affix, paint, erect or inscribe any sign,
projection, awning, signal or advertisement of any kind to any part of the
Premises, Building or Project, including without limitation, the inside or
outside of windows or doors, without the written consent of Landlord.
Landlord shall have the right to remove any signs or other matter,
installed without Landlord's permission, without being liable to Tenant by
reason of such removal, and to charge the cost of removal to Tenant as
Additional Rent hereunder, payable within ten (10) days of written demand
by Landlord.

35.  RULES AND REGULATIONS.

     It is the intention of Landlord that the Building shall be operated
at all times as a first-class office building, and Tenant covenants that it
will not engage in, or permit, any activities which are not consistent with
such standard. In furtherance of this purpose, but not in limitation
thereof, Tenant agrees to abide by the following rules and regulations, and
further agrees that Landlord may make such reasonable changes or additions
to such rules and regulations as it may deem necessary or advisable so long
as such additions or changes do not discriminate against Tenant, are
applied uniformly against all other tenants of the Building, and a copy of
any such changes or additions is delivered to Tenant:

     (a)   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, in its reasonable discretion.
No sign, lettering, picture, notice or advertisement shall be placed on any
outside window or door or in a position to be visible from outside the
Building,

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



<PAGE>


     (c)   Except as otherwise provided herein, no animals, pets, bicycles
or any other vehicles shall be brought, or permitted to be, in the Building
or the Premises.

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

     (e)   Tenant shall not waste electricity, water or air conditioning.
All controls shall be adjusted only by authorized Building personnel.

     (f)   Tenant shall not utilize the Premises in any manner which would
overload the standard heating, ventilating or air conditioning systems of
the Building.

     (g)   Tenant shall not Permit the use of any apparatus for sound
production or transmission in such manner that the sound so transmitted or
produced shall be audible or vibrations shall be detectable beyond the
Premises.

     (h)   Tenant shall not utilize any electronic, radiowave. microwave
or other transmitting, receiving or amplification device which would
disturb or interfere with any other tenant of the Building or the operation
of the Building generally.

     (i)   Tenant shall not utilize any equipment or apparatus in such
manner as to create any magnetic fields or waves which adversely affect or
interfere with the operation of any systems or equipment in the Building.

     (j)   Tenant shall keep all electrical and mechanical apparatus owned
by Tenant free of vibration, noise and air waves which may be transmitted
beyond the Premises.

     (k)   All corridor doors shall remain closed at all times.

     (l)   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.

     (m)   Except in the case of Landlord's or Landlord's employees',
agents', or contractors' intentional or, to the extent permitted by law,
negligent acts or omissions, Tenant assumes full responsibility of
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,

     (n)   Only machinery or mechanical devices of a nature directly
related to Tenant's ordinary use of the Premises shall be installed, placed
or used in the Premises and the installation and use of all such machinery
and mechanical devices is subject to the other rules contained in this
Lease.

     (o)   Except with the prior written approval of Landlord, which
approval shall not be unreasonably withheld or delayed, all cleaning,
repairing, janitorial, decorating, painting or other services and work in
and about the Premises shall be performed only by authorized Building
personnel.

     (p)   Except as otherwise specifically provided herein, safes,
furniture, equipment, machines and other large or bulky articles shall be
brought to the Building, and into and out of the Premises, at such times,
and in such manner, as Landlord shall direct (including the designation of
elevator), and at Tenant's sole risk and costs. Prior to Tenant's removal
of such articles form the Building, Tenant shall obtain written
authorization of the office of the Building and shall present such
authorization to a designated employee of Landlord.


<PAGE>


     (q)   Tenant shall not in any manner deface or damage the Building.

     (r)   Inflammables such as gasoline, kerosene, naphtha and benzene,
or explosives or any other articles of an intrinsically dangerous nature
are not permitted in the Building or the Premises without landlord's prior
written consent.

     (s)   Landlord shall advise the Tenant as to the maximum amount of
electrical current which can safely be used in the Premises, and shall
provide Tenant with a copy of the final electrical drawings for the
Premises, taking into account the capacity of the electrical wiring of
Building and the Premises and the needs of other tenants, and Tenant shall
not use more than such safe capacity. Landlord's consent to the
installation of electrical equipment shall, unless Tenant has actual
knowledge to the contrary, be deemed to be a determination that said
equipment is within such safe capacity.

     (t)   To the extent permitted by law, Tenant shall not permit
picketing or other union activity involving its employees in the Building,
except in those locations and subject to time and other constraints as to
which Landlord may give its prior written consent, which consent may be
withheld in Landlord's sole discretion.

     (u)   Tenant shall not enter into or upon the roof or basement of the
Building or any storage, heating, ventilation, air-conditioning, mechanical
or elevator machinery housing areas,

     (v)   Tenant shall not distribute literature, flyers, handouts or
pamphlets of any type in any of the common areas of the Building.

     (w)   Tenant shall not cook, otherwise prepare or sell any food or
beverages in or from the Premises, other than as is reasonably necessary in
order to accommodate Tenant's employees.

     (x)   Tenant shall not permit objectionable odors or vapors to
emanate from the Premises,

     (y)   Except as otherwise specifically provided with respect to the
Safe, Tenant shall not place a load upon any floor of the Premises
exceeding the floor load capacity for which such floor was designed or
allowed by law to carry.

     (z)   No floor coverings other than those provided for in the plans
and specifications for the original space improvements, shall be affixed to
any floor in the Premises by means of glue or other adhesive without
Landlord's prior written consent, which consent shall not be unreasonably
withheld or delayed.

     (aa)  The directories of the Building shall be used exclusively for
the display of the name and suite number of the tenants only and will be
provided at the expense of the Landlord. Additional names requested by
Tenant to be displayed in the directories must be approved by the Landlord
and, if approved, will be provided at the expense of the Landlord. Changes
in the directory listings requested by the Tenant after the Commencement
Date will be submitted to the Landlord for approval, which approval shall
not be unreasonably withheld or delayed, and, if approved, will be provided
at the expense of the Tenant.

     (bb)  Landlord and Tenant shall comply with all applicable laws,
ordinances, governmental orders or regulations and applicable orders or
directions from any public office or body having jurisdiction, with respect
to the Premises, the Building, the Property and their respective use or
occupancy thereof. Neither


<PAGE>


           Landlord nor Tenant shall make or permit any use of the
Premises, the Building or the Property, respectively which is directly or
indirectly forbidden by law, ordinance, governmental regulation or order,
or direction of applicable public authority, or which may be dangerous to
person or property.

     (cc)  Tenant shall not take or permit to be taken in or out of other
entrances of the Building, or take or permit on other elevators, any item
normally taken in or out through service doors or in or on freight
elevators; and Tenant shall not, whether temporarily, accidentally or
otherwise, allow anything to remain in place or store anything in, or
obstruct in any way, any sidewalk, court, passageway, entrance or shipping
area. Tenant shall lend its full cooperation to keep such areas free from
all obstruction and in a clean and sightly condition, and move all
supplies, furniture and equipment as soon as received directly to the
Premises, and shall move all such items and waste (other than waste
customarily removed by Building employees) that are at any time being taken
from the Premises directly to the areas designated for disposal, All
courts, passageways, entrances, exits, elevators, escalators, stairways,
corridors, halls and roofs are not for the use of the general public and
Landlord shall, in all cases, retain the right to control and prevent
access thereto by all persons whose presence in the judgment of Landlord
shall be prejudicial to the safety, character, reputation and interests of
the Building and its tenants; provided, however, that nothing herein
contained shall be construed to prevent such access to persons with whom
Tenant deals within the normal course of Tenant's business unless such
persons are engaged in illegal activities, Neither Tenant nor any employee
or invitee of Tenant shall enter into areas reserved for the exclusive use
of Landlord, its employees or invitees.

     (dd)  Service requirements of Tenant will be attended to only upon
application at the office of the Building. Employees of Landlord shall not
perform any work or do anything outside of their duties unless under
special instructions from Landlord.

     (ee)  The toilet rooms, urinals, wash bowls and other apparatus
located in the Building shall not be used for any purpose other than that
for which they were constructed, and no foreign substance of any kind
whatsoever shall be thrown therein, and the expense of any breakage,
stoppage or damage resulting from the violation of this rule shall be borne
by Tenant if Tenant, or its employees or invitees, shall have caused it.

     (ff)  Landlord reserves the right to exclude or expel from the
Building any person who, in the judgment of Landlord, is intoxicated or
under the influence of liquor or drugs, or who shall in any manner do any
act in violation of any of the rules and regulations of the Building.

     (gg)  Except for the exclusive use of Tenant, its employees and
invitees, no vending machines of any description shall be installed,
maintained or operated without the written consent of Landlord. Landlord
hereby consents to Tenant's use of a commercial coffee service vendor of
its choice.

36.  MISCELLANEOUS.

     (a)   Accord and Satisfaction; Allocation of Payments. No payment by
Tenant or receipt by Landlord of a lesser amount than the Rent provided for
in this Lease shall be deemed to be other than on account of the earliest
due Rent, nor shall any endorsement or statement on any check or letter
accompanying any check or payment as Rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without
prejudice to


<PAGE>


           Landlord's right to recover the balance of the Rent or pursue
any other remedy provided for in this Lease. In connection with the
foregoing, Landlord shall have the absolute right, in its sole discretion,
to apply any payment received from Tenant to any account or other payment
of Tenant then not current and due or delinquent.

     (b)   Addenda. If any provision contained in any addendum to this
Lease is inconsistent with any other provision herein, the provision
contained in the addendum shall control, unless otherwise provided in the
addendum.

     (c)   Attorneys' Fees. If any action or proceeding is brought by
either party against the other pertaining to, or arising out of, this
Lease, the finally prevailing party shall be entitled to recover all costs
and expenses, including, but not limited to, reasonable attorneys' fees,
incurred on account of such action or proceeding.

     (d)   Captions; Section Numbers. The captions appearing within the
body of this Lease have been inserted as a matter of convenience and for
reference only and in no way define, limit or enlarge the scope or meaning
of this Lease. All references to Section numbers refer to Sections in this
Lease.

     (e)   Changes Requested by Lender. Neither Landlord nor Tenant shall
unreasonably withhold or delay its respective consent to changes or
amendments to this Lease requested by the lender on Landlord's interest, so
long as such changes do not alter the basic business terms of this Lease or
otherwise materially diminish any rights, or materially increase any
obligations, of the party from whom consent to such charge or amendment is
requested.

     (f)   Choice of Law. This Lease shall be construed and enforced in
accordance with the laws of the State.

     (g)   Consent. Notwithstanding anything contained in this Lease to
the contrary, Tenant shall have no claim, and hereby waives the right to
any claim against Landlord for money damages by reason of any refusal,
withholding or delaying by Landlord of any consent, approval or statement
of satisfaction, and in such event, Tenant's only remedies therefore shall
be an action for specific performance, injunction or declaratory judgment
to enforce any right to such consent, approval or statement of
satisfaction.

     (h)   Corporate Authority. If Tenant is a corporation, each
individual signing this Lease on behalf of Tenant represents and warrants
that he is duly authorized to execute and deliver this Lease on behalf of
the corporation, and that this Lease is binding on Tenant in accordance
with its terms. Tenant shall, at Landlord's request, deliver a certified
copy of a resolution of its board of directors authorizing such execution.

     (i)   Counterparts. This Lease may be executed in multiple
counterparts, all of which shall constitute one and the same Lease.

     (j)   Execution of Lease. The submission of this Lease to Tenant
shall be for examination purposes only, and does not and shall not
constitute a reservation, of or option for, Tenant to (ease, or otherwise
create any interest of Tenant in the Premises or any other premises within
the Building or Project. Notwithstanding the foregoing, execution of this
Lease by Tenant and its return to Landlord shall be binding upon Tenant but
shall not be binding on Landlord notwithstanding any time interval, until
Landlord has in fact signed and delivered this Lease to Tenant.


<PAGE>


     (k)   Furnishing of Financial Statements: Tenant's Representations.
In order to induce Landlord to enter into this Lease Tenant agrees that it
shall promptly furnish Landlord, from time to time, upon Landlord's
request, with financial statements reflecting Tenant's current financial
condition. Tenant represents and warrants that all financial statements,
records and information furnished by Tenant to Landlord in connection with
this Lease are true, correct and complete in all material respects.

     (l)   Further Assurances. The parties agree to promptly sign all
documents reasonably requested to give effect to the provisions of this
Lease.

     (m)   Prior Agreements: Amendments. This Lease contains all of the
agreements of the parties with respect to any matter covered or mentioned
in this Lease, and no prior agreement or understanding pertaining to any
such matter shall be effective for any purpose. No provisions of this Lease
may be amended or added to except by an agreement in writing signed by the
parties or their respective successors in interest.

     (n)   Recording. Tenant shall not record this Lease without the prior
written consent of Landlord. Tenant, upon the request of Landlord, shall
execute and acknowledge a "short form" memorandum of this Lease for
recording purposes.

     (o)   Severability. A final determination by a court of competent
jurisdiction that any provision of this Lease is invalid shall not affect
the validity of any other provision, and any provision so determined to be
invalid shall, to the extent possible, be construed to accomplish its
intended effect.

     (p)   Successors and Assigns. This Lease shall apply to and bind the
heirs, personal representatives, and permitted successors and assigns of
the parties.

     (q)   Time of the Essence. Time is of the essence of this Lease.

     (r)   Acceptance of Surrender: Consent. No act or conduct of
Landlord, including, without limitation, the acceptance of keys to the
Premises, shall constitute an acceptance of the surrender of the Premises
by Tenant before the expiration of the Term; Only a written notice from
Landlord to Tenant shall constitute acceptance of the surrender of the
Premises and accomplish a termination of the Lease. Landlord's consent to
or approval of, any act by Tenant requiring Landlord's consent or approval
shall not be deemed to waiver or render unnecessary Landlord's consent to
or approval of any subsequent act by Tenant.



<PAGE>


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


                      LANDLORD:

                      OP., L.L.C., an Illinois limited liability company

                      By:   SPECTRUM REAL ESTATE SERVICES, INC.



                            By:   ___________________________________

                            Its:  ___________________________________



                      TENANT:

                      By:   Ampersand Medical Corporation, Inc



                            By:   __________________________________

                            Its:  __________________________________






<PAGE>


                              EXHIBIT "A"

                        FLOOR PLAN OF PREMISES



<PAGE>


                              EXHIBIT "B"

                           LEGAL DESCRIPTION

Lots 15, 16, 17, and 18 in Block 10 in Higgins Law and Company's Addition
to Chicago, in the East Half of the North West Quarter of Section 9,
Township 39 North, Range 14 East of the Third Principal Meridian, in Cook
County, Illinois.


<PAGE>


                              Exhibit "E"

                    Base Rent and Other Provisions

1.   Base Rent schedule shall be as follows:

     Monthly

     Year 1:     10/1/99 - 9/30/00     $4,387.50
     Year 2:     10/1/00 - 9/30/01     $4,563.00
     Year 3:     10/1/01 - 9/30/02     $4,745.52
     Year 4:     10/1/02 - 9/30/03     $4,935.34
     Year 5:     10/1/03 - 9/30/04     $5,132.75