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                                                                   EXHIBIT 10.32


             414 N. ORLEANS, CHICAGO, ILLINOIS OFFICE BUILDING LEASE

                       Ampersand Medical Corporation, Inc.
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                                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                                  7
Section 7      SECURITY DEPOSIT                                           7
Section 8      TENANT'S USE OF THE PREMISES                               7
Section 9      SERVICES AND UTILITIES                                     7
Section 10     PREPARATION AND CONDITION OF THE PREMISES                  8
Section 11     CONSTRUCTION, REPAIRS AND MAINTENANCE                      9
Section 12     ALTERATIONS AND ADDITIONS                                  9
Section 13     LEASEHOLD IMPROVEMENTS; TENANT'S PROPERTY                 10
Section 14     CERTAIN RIGHTS RESERVED BY LANDLORD                       10
Section 15     ASSIGNMENT AND SUBLETTING                                 11
Section 16     HOLDING OVER                                              12
Section 17     SURRENDER OF PREMISES                                     12
Section 18     DESTRUCTION OR DAMAGE                                     12
Section 19     EMINENT DOMAIN                                            13
Section 20     INDEMNIFICATiON                                           13
Section 21     TENANT'S INSURANCE                                        13
Section 22     WAIVER OF SUBROGATION                                      4
Section 23     SUBORDINATION AND ATTORNMENT                               4
Section 24     ESTOPPEL CERTIFICATES                                     15
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Section 25     TRANSFER OF LANDLORD'S INTEREST                           15
Section 26     DEFAULT                                                   15
Section 27     BROKERAGE FEES                                            17
Section 28     NOTICES                                                   18
Section 29     GOVERNMENT ENERGY OR UTILITY CONTROLS                     18
Section 30     INTENTIONALLY OMITTED                                     18
Section 31     QUIET ENJOYMENT                                           18
Section 32     OBSERVANCE OF LAW                                         18
Section 33     FORCE MAJEURE                                             18
Section 34     SIGN CONTROL                                              18
Section 35     RULES AND REGULATIONS                                     19
Section 36     MISCELLANEOUS                                             21
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                                 414 N. ORLEANS
                                CHICAGO, ILLINOIS

                              OFFICE BUILDING LEASE




This Lease between O.P., L.L.C., an Illinois limited liability company
("Landlord"), and Ampersand Medical Corporation, Inc. ("Tenant"), is dated May
18, 2000.


 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: 2000
               (b) Broker(s):
                   Landlord's: Spectrum Real Estate Services, Inc.
                   Tenants: Ampersand Medical Corporation, Inc.

               (c) Commencement Date: June 1 5, 2000

               (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: August 30, 2005, 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 510, Chicago, Illinois 60610

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

               (h) Premises: That portion of the Building containing
                   approximately 3,787 square feet of Rentable Area, shown by
                   diagonal lines on Exhibit "A," located on the third floor of
                   the Building and known as Suite 510.

               (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):

               (I) State: The State of Illinois.

               (m) Tenant's Proportionate Share: .02% 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


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                   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).

                      (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 (i) 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 under any other leases of
                      space in the Building or Project, or (2) any license fee,


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        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 (4) any occupancy,
        use, per capita or other tax, assessment, levy or charge based directly
        or 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. If, at
        any time during the Term, the assessed valuation of, or taxes on, the
        Project are not based on a completed Project having at least eighty-five
        percent (85%) of the Rentable Area in the Building 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.

        (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 and Project) as required by Landlord or its lenders 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 operation, 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
        Building 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 Building 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; (9) costs, expenditures
        or charges (whether capitalized or not) due to requirements of any
        governmental or quasi-governmental authority; (10) 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 and other professional fees
        incurred in connection with the operation, maintenance and management of
        the Building or Project; and (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.

 (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 (1112th) of
        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, then until the first day of
        the month following the month in which such Estimated Operating
        Statement is furnished to Tenant, Tenant shall 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


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               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 therefor; 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) Operatinq 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 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 therefor. 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 therefor and without deduction or offset, in
lawful money of the United States of America.

(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 (i) the cost or value of Tenant's equipment,
furniture, fixtures and other personal property located in the Premises, or the
cost or value of


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        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.


 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 therefor, 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.     TENANT'S 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


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        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 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 therefor 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 failure 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 1 20 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 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" -


                                       7
<PAGE>   10
 11.    CONSTRUCTION, REPAIRS AND MAINTENANCE.

               (a) Landlord's 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 (i) Tenant's use or occupancy of the
                      Premises, (ii) the installation, removal, use or operation
                      of Tenant's Property (as defined in Section 13 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.


        (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.


                                       8
<PAGE>   11
        (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.

        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 materialmen'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 13(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;

        (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


                                       9
<PAGE>   12
        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:

               (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 1 Sia) 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(b) 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 (11
        the assignee or sublessee assumes, in full, the obligations of Tenant
        under this Lease; (21 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.


                                       10
<PAGE>   13
        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 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.

 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.


                                       11
<PAGE>   14
        (d) If the Premises are to be repaired under this Section 18, 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.

 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 tortuous 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.

        (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


                                       12
<PAGE>   15
        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 therefor. 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 and
        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 therefor, 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 12 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 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/100 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 therefor, 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 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.


                                       13
<PAGE>   16
        (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 (and 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
        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 therefor, 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 1NTEREST.

        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


                                       14
<PAGE>   17
        (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

        (B)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

        (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


                                       15
<PAGE>   18
               (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 of 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 therefor,
        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 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
        (21 business days after mailing.

 29.    GOVERNMENT ENERGY OR UTILITY CONTROLS.


                                       16
<PAGE>   19
        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 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.


                                       17
<PAGE>   20
(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.

(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.


                                       18
<PAGE>   21
(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 flame 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
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.


                                       19
<PAGE>   22
 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 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
        therefor shall be an action for specific performance, injunction on
        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 lease, 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.

        (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.


                                       20
<PAGE>   23
                     (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.

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

                                  LANDLORD:

                                         O.P., L.L.C., an Illinois limited
                                         liability company

                                         By: SPECTRUM REAL ESTATE SERVICES, INC.


                                         By:___


                                     Its:




                                    TENANT:

                                         By; Ampersand Medical Corporation, Inc.





                                         Its:   ________________________


                                       21
<PAGE>   24
                                   EXHIBIT "A"

FLOOR PLAN OF PREMISES


                                       22
<PAGE>   25
                                   EXHIBIT "B"

                                LEGAL DESCRIPTION

Lots 1 5, 1 6, 17, and 1 8 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.


                                       23
<PAGE>   26
                                   EXHIBIT "E"

                         Base Rent and Other Provisions

1.     Base Rent schedule shall be as follows:

<TABLE>
<CAPTION>
                                            Monthly
                                            -------
<S>                                        <C>
June 15, 2000 -- Aug. 31, 2000             $6,153.87
Sept. 1, 2000 -- Aug. 30, 2001             $6,400.03
Sept. 1, 2001 -- Aug. 30, 2002             $6,656.03
Sept. 1, 2002 -- Aug. 30, 2003             $6,922.27
Sept. 1, 2003 -- Aug. 30, 2004             $7,199.16
Sept. 1, 2004 -- Aug. 30, 2005             $7,487.00
</TABLE>