EXHIBIT 10.9



September 3, 1999


Mr. Darryl Jacobs
Areawide Cellular
General Counsel
1040 S. Milwaukee
Wheeling, Illinois 60090

RE:    1615-17-19 Barclay Boulevard
       Buffalo Grove, IL 60089

Dear Mr. Jacobs:

Enclosed are two (2) copies of the lease for the above-referenced property
beginning October 1, 1999 and terminating November 30, 2004.

If the lease meets with your approval, kindly sign and return both copies to our
office at 1601 Barclay Boulevard, Buffalo Grove, Illinois 60089 to my attention.
Please enclose your check made payable to Arthur J. Rogers & Co. in the amount
totaling $18,558.33 which includes the first month's rent of $5,241.67 and
$13,316.66 equal to two (2) month's security deposit. After both copies are
fully executed, we will return an original copy to you for your file.

If you have any questions or need clarification on any of the above, please feel
free to contact me.

Sincerely,



Ann Manns, CCIM, SIOR, MCRS
Vice President, Industrial & Commercial Properties

Enclosure

AM/jel

<PAGE>


                                 LEASE AGREEMENT

<PAGE>


                                TABLE OF CONTENTS

ARTICLE                                                                     PAGE
-------                                                                     ----
  1.0     RENT & TERMS                                                        1

  2.0     SECURITY DEPOSIT                                                    5

  3.0     USE                                                                 6
          3.5    Signs                                                        7
          3.6    Protecting Premises                                          7
          3.7    Locks                                                        7
          3.8    Advertising                                                  7
          3.9    Utilities                                                    7
          3.10   Hazardous Materials                                          7
          3.11   Defacing Premises                                            8
          3.12   Overloading                                                  8
          3.13   Obstruction of Common Areas                                  8
          3.14   Nuisances                                                    8

  4.0     ALTERATIONS, MAINTENANCE & REPAIRS                                  9
          4.1    By Landlord                                                  9
          4.2    By Tenant                                                    9
          4.6    Carpeting                                                    10

  5.0     ASSIGNMENT & SUBLETTING                                             11

  6.0     INSURANCE & INDEMNIFICATIONS                                        12

  7.0     MORTGAGES, TITLE, LIENS                                             15

  8.0     EMINENT DOMAIN & DESTRUCTION OF PREMISES                            17

  9.0     SURRENDER OF PREMISES                                               18

 10.0     LANDLORD'S REMEDIES                                                 20

 11.0     LANDLORD SHALL FURNISH                                              22

 12.0     RIGHTS RESERVED TO LANDLORD                                         23

 13.0     MISCELLANEOUS                                                       23
          13.1   Legal Fees                                                   24
          13.2   Additional Billing                                           24
          13.3   Rent After Termination                                       24
          13.4   Successors & Assigns                                         25
          13.5   Notices                                                      25
          13.6   Entire Agreement                                             25
          13.10  Tenant Representation                                        26

          SIGNATURE PAGE                                                      27
          Exhibit "A" - Site Plan                                             28
          Exhibit "B" - Space Plan                                            29

<PAGE>


                               THE LEASE AGREEMENT


THIS LEASE, made September 3, 1999, between


LANDLORD:                           Arthur J. Rogers & Co., Agent for the
                                    beneficiary pursuant to Trust Agreement
                                    established with American National Bank, as
                                    Trustee, pursuant to Trust Agreement dated
                                    July 1, 1992 and known as Trust Number
                                    115717-00.


TENANT:                             Areawide Cellular, L.L.C.
                                    a Delaware Limited Liability Company


BUILDING:                           "H"

DEVELOPMENT:                        ROGERS CENTRE FOR COMMERCE-EAST
                                    per Exhibit A attached

SQUARE FOOTAGE
OF PREMISES:                        9,400 S.F.


PREMISES:                           1615-17-19 Barclay Boulevard
                                    Buffalo Grove, Illinois  60089

TENANT'S SHARE OF
OF IMPROVEMENTS:                    $     -0-
                                    ---------


         Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, the Premises described above and in Exhibit A attached hereto and made
a part hereof. In consideration thereof, the parties covenant and agree as
follows:

         FINAL ACCEPTANCE OF THIS LEASE BY THE LANDLORD IS CONTINGENT UPON (a)
TENANT, PROVIDING TO LANDLORD, TENANT'S CURRENT FINANCIAL REPORTS, CREDIT
REPORTS, AND REFERENCES IN SUCH FORM AND DETAIL AS THE LANDLORD MAY DEEM
NECESSARY, AND (b) APPROVAL OF LESSEE'S CREDIT, WHICH APPROVAL SHALL BE AT
LANDLORD'S SOLE DISCRETION.


                                       1
<PAGE>


                             ARTICLE 1. RENT & TERM

1.0      TERM

         The Lease term is from October 1, 1999 to November 30, 2004.

1.1      RENTAL

         Tenant shall pay to Landlord the sum of Three Hundred Ninety-eight
Thousand, Eighty-four and 04/100 DOLLARS ($398,084.04) as rent in installments
as follows:

         From 10/01/99 to 03/31/00 in monthly installments of $5,241.67 and;
         From 04/01/00 to 09/30/00 in monthly installments of $6,491.67 and;
         From 10/01/00 to 09/30/01 in monthly installments of $6,658.33 and;
         From 10/01/01 to 09/30/02 in monthly installments of $6,658.33 and;
         From 10/01/02 to 09/30/03 in monthly installments of $6,995.17 and;
         From 10/01/03 to 09/30/04 in monthly installments of $6,995.17 and;
         From 10/01/04 to 11/30/04 in monthly installments of $0

1.2      ADDITIONAL RENT - REAL ESTATE TAX AND TENANT'S PROPORTIONATE SHARE

         In addition to Fixed Rent, Tenant shall pay to Landlord Tenant's
proportionate share (5.26%) ("Tenant's Proportionate Share") of all taxes and
assessments, general and special, and all other impositions, ordinary and
extraordinary, of any kind and nature whatsoever (or any substitution thereof),
which may be levied, assessed or imposed upon the Development (as constructed
from time to time) and Tenant's proportionate share of any and all reasonable
fees and expenses incurred by Landlord in its efforts to reduce said taxes
(collectively "Real Estate Taxes"). If Landlord is successful in reducing said
taxes Tenant shall share, proportionately in such reduction.

         The Landlord shall in good faith estimate the Real Estate Taxes to be
incurred by the Landlord during each year of the Lease and a sum equal to
one-twelfth (1/12th) thereof shall be paid by the Tenant each month of the term
of this Lease.

         Payment of additional rental for Tenant's proportionate share of real
estate taxes is due within ten (10) days following Tenant's receipt of the
invoice. Late payments are subject to late charges as included in Section 1.7.
Within ninety (90) days following receipt of the bill for real estate taxes for
the applicable year, Landlord shall furnish the Tenant with a copy of the same
and there shall be an adjustment between the Landlord and Tenant with payment to
or a refund by Landlord, as the case may be, so that the amount charged to the
Tenant does not exceed Tenant's proportionate share of the real estate taxes
actually paid.

         Upon the termination of the Lease, by lapse of time or otherwise, the
Tenant shall pay Tenant's proportionate share based upon the actual amount of
real estate taxes, if


                                       2
<PAGE>


known, or if not known, based on an estimate of 110% of the previous year's
actual real estate taxes prorated for any partial calendar year. This amount
will be billed and due prior to the last day of occupancy. If, when billed, the
Tenant's proportionate share has been estimated, the Landlord shall, upon
receipt of the bill for real estate expenses for the applicable year compute the
actual amount payable by the Tenant and either refund overpayment or bill the
Tenant for underpayment.

1.3      ADDITIONAL RENT - COMMON AREA EXPENSES

         Tenant shall pay to the Landlord as additional rent for the Premises,
Tenant's proportionate share (5.26%) of the expenses attributable to "Common
Areas" (hereafter defined).

         The Landlord shall in good faith estimate the "Common area expenses"
(hereafter defined) to be incurred by the Landlord during each year of the Lease
and a sum equal to one-twelfth (1/12th) thereof shall be paid by the Tenant each
month of the term of this Lease.

         "Common area expenses" shall mean any and all reasonable expenses
incurred by the Landlord in connection with common areas within the Building and
Development, including, but not limited to, snow removal, landscaping, exterior
window washing, parking lot, roof, exterior wall, foundation, sidewalk repair
and maintenance, cleaning, fire and extended coverage insurance and liability
insurance against casualties in such Common Areas, management fees, all other
repairs and maintenance, depreciation of any equipment used in maintaining the
common areas and other expenses usually and customarily charged to tenants as
Common Area expenses in like industrial developments. Landlord expressly
reserves the right to determine the manner in which these common areas shall be
maintained.

         Within ninety (90) days following the end of each calendar year during
the term of the Lease, Landlord will furnish Tenant with a Statement of Common
area expenses prepared and certified to by an independent certified public
accountant which Statement shall be binding on Landlord and Tenant. Any
overpayment made by the Tenant shall be refunded to Tenant and any underpayment
shall be billed to and paid by Tenant. In the event of any dispute as to
Tenant's proportionate share of Common area expenses, the Tenant shall have the
right once each twelve (12) calendar month period, upon reasonable written
notice, at its own expense, to inspect the Landlord's accounting records
relative to Common area expenses at Landlord's accounting office during normal
business hours. Unless Tenant shall take written exception to any item included
in Common area expenses for any period prior to such inspection within fifteen
(15) days following such inspection, all previous statements shall be considered
as final and accepted by the Tenant.

            Upon the termination of the Lease, by lapse of time or otherwise,
the Tenant shall pay Tenant's proportionate share based upon the actual amount
of Common area


                                       3
<PAGE>


expenses, if known, or if not known, based on an estimate of 110% of the
previous year's actual Common area expenses prorated for any partial calendar
year. This amount will be billed and due prior to the last day of occupancy. If,
when billed, the Tenant's proportionate share has been estimated, the Landlord
shall, upon receipt of the bill for Common Area Taxes for the applicable year
compute the actual amount payable by the Tenant and either refund overpayment or
bill the Tenant for underpayment.

         Billings for additional rental for Real Estate Taxes are due within ten
(10) days following receipt of the invoice. Late payments are subject to late
charges as included in Section 1.7.

1.4      DEFINITION OF TENANT'S PROPORTIONATE SHARE

         For sections 1.2 and 1.3 "Tenant's proportionate share" has been
computed by dividing 178,700 square feet (the total rentable area of the entire
development) into 9,400 square feet (the square footage of the leased premises).

1.5      PLACE DUE

         All Fixed Rent, Tenant's proportionate share of real estate taxes and
Common area expenses and other sums due under this Lease shall be paid to
Landlord at Dept. 77-7258, Chicago, Illinois, 60678-7258 or at such other place
as Landlord may from time to time direct in writing.

1.6      DUE DATE

         Fixed Rent is due in advance promptly on the first day of every
calendar month and Tenant's proportionate share of real estate taxes and Common
area expenses is due promptly as provided in Sections 1.2 and 1.3 without
offset.

         If the Lease commences and/or terminates on other than the last day of
the month, a prorated monthly installment shall be calculated based on a thirty
(30) day month.

1.7      LATE CHARGE ON PAST DUE RENT

         If rents are received later than five (5) days after the due date,
Tenant shall pay on demand a late charge equal to five percent (5%) of the late
installment, and five percent (5%) of each month thereafter until paid in full.

1.8      PRIOR OCCUPANCY

         If Tenant occupies the leased Premises prior to the beginning of the
term with Landlord's consent, all the provisions of this Lease shall be in full
force commencing at such occupancy. Rent for such period shall be based on the
above schedule; a prorated


                                       4
<PAGE>


monthly installment shall be calculated on a thirty (30) day month. TENANT MAY
HAVE ACCESS TO THE PREMISES PRIOR TO OCCUPANCY FOR THE PURPOSE OF INSTALLING
TELEPHONES AND DATA CABLE WITHOUT RENT COMMENCING.

1.9      DELAYED OCCUPANCY

         In the event that Landlord is prevented from completing the alterations
and improvements described in Exhibit "B" due to the failure of the prior tenant
to surrender possession of the Premises to the Landlord, work stoppages, labor
controversies, accidents or other causes beyond the reasonable control of
Landlord, Landlord shall not be liable to Tenant for damages by reason thereof,
nor shall Tenant be relieved from any obligation under this Lease, but the
rental shall abate based on the above schedule (a pro-rated monthly installment
shall be calculated on a 30 day month) until the said alterations and
improvements are completed. In such event, the term of this Lease shall
automatically be extended so as to include the full number of months provided
for by this Lease.


                           ARTICLE 2. SECURITY DEPOSIT

2.1      SECURITY DEPOSIT

         Tenant shall deposit with Landlord, upon complete execution and
delivery of this Lease, the below-listed amount to be held by Landlord, without
obligation to pay interest, as security for Tenant's covenant to pay the rent
and perform all other obligations required under the terms and provisions
thereof. Landlord may commingle the security deposit with other funds of the
Landlord. In the event of any default on the part of Tenant, Landlord shall have
the right to apply such security deposit, or any portion thereof, to cure such
default. In the event the security deposit is reduced by reason of such
application, then within five (5) days after notice from Landlord, Tenant shall
deposit with Landlord such sum as may be necessary to restore the security
deposit to its original amount. Landlord shall refund the security deposit
without deduction to Tenant within thirty (30) days after the termination of
this Lease, but if the security deposit had been reduced to cure any default on
the part of Tenant and has not been restored to its original amount, only the
remainder of the security deposit, if any, shall be refunded to Tenant upon
termination of this Lease.

2.2      SECURITY DEPOSIT AMOUNT: $13,316.66

2.3      SECURITY DEPOSIT TRANSFER

         If the Premises or Building is sold or otherwise conveyed by Landlord,
the security deposit may be transferred to Landlord's successor, and if so,
Tenant hereby releases Landlord from any and all liability with respect to said
deposit and its application or return.


                                       5
<PAGE>


2.4      SECURITY DEPOSIT INCREASE

         If Tenant is in default under this Lease more than two (2) times within
any twelve-month period, irrespective of whether or not such default is cured,
then, without limiting Landlord's other rights and remedies provided for in this
Lease or at law or equity, the Security Deposit shall automatically be increased
by an amount equal to the greater of:

         a)       two (2) times the original Security Deposit; or

         b)       three (3) months' Minimum Rent, which shall be paid by Tenant
                  to Landlord forthwith on demand.


                                 ARTICLE 3. USE

3.1      USAGE

         Tenant shall use and occupy the Premises for sales, service and
distribution of cellular phones and for no other purposes.

3.2      LAWS & REGULATIONS

         Tenant shall use and occupy the Premises and common areas subject to
the terms and conditions of this Lease, Tenant's compliance with the applicable
laws, ordinances, and regulations of any governmental agencies having
jurisdiction over the Tenant's business, the Building, common areas, and the
Premises, and in compliance with the reasonable rules and regulations that the
Landlord will prescribe from time to time.

3.3      COMMON AREAS

         For so long as Tenant is not in default, Landlord grants Tenant a
non-exclusive revocable (in the event of default) license to use and occupy in
common with others entitled thereto the common areas, which include sidewalks,
entrances, loading docks, parking areas, driveways, service roads, and any other
areas or facilities which Landlord, in its sole discretion, may designate for
common use ("Common Areas").

3.4      QUIET ENJOYMENT

         For so long as Tenant is not in default, Tenant shall peaceably and
quietly hold and enjoy the Premises for the term of the Lease without hindrance
or interruption by Landlord, subject nevertheless to the terms and conditions of
this Lease.


                                       6
<PAGE>


3.5      SIGNS

         A sign containing Tenant's name, of a size and design approved by
Landlord, may be placed on the front door entering the Premises and at the rear
door of the Premises. No other sign shall be affixed to any part of the
Building. Tenant's sign shall be installed by the Landlord at Tenant's expense.

3.6      PROTECTING PREMISES

         Before leaving the Premises unattended, Tenant shall close and securely
lock all doors or other means of entry to the Premises and turn off non-required
utilities in the Premises.

3.7      LOCKS

         Tenant shall not place additional locks upon any door or window or
change existing locks without the written consent of the Landlord. Landlord may
remove such locks, and the Tenant shall pay for any damages to the door or its
jamb. Duplicate keys are to be provided only by the Landlord, the cost of which
shall be paid by the Tenant.

3.8      ADVERTISING

         Tenant shall not in any manner use the name of the Building for any
purpose other than that of the business address of the Tenant, or use any
picture or likeness of the Building without the express written consent of the
Landlord.

3.9      UTILITIES

         The Tenant shall pay for all electricity, gas, water, sewer, telephone
and other utilities, including that used for heating and air conditioning, which
are used in the Premises during the lease term. Tenant shall not overload the
electrical wiring of the Premises. All electric wiring and other utility piping
must be connected as directed by the Landlord. No boring, drilling or cutting
for wires is permitted without the Landlord's written consent. Landlord, at its
cost, will provide one "50 pair" telephone cable to the Premises and Tenant, at
its expense, shall extend all telephone wiring within the Premises in accordance
with plans and specifications and by contractors approved by Landlord.

3.10     HAZARDOUS MATERIALS OR OPERATIONS

         (a)      Tenant shall not use or permit to be brought into the Premises
                  or Building any inflammable liquids or any explosive or other
                  articles deemed hazardous to persons or property;

         (b)      Tenant agrees that no portion of the Premises shall be used
                  for the storage


                                       7
<PAGE>


                  or disposal of any toxic or hazardous waste, material, or
                  substances;

         (c)      Tenant agrees to comply with all applicable laws, statutes and
                  ordinances concerning toxic or hazardous waste, material or
                  substance and any rules and regulations promulgated by the
                  Metropolitan Sanitary District of Illinois and Federal and
                  State Environmental Protection Agencies and other agencies of
                  government having jurisdiction over such matters;

         (d)      Tenant warrants and represents that the business to be
                  conducted by the Tenant at the Premises does not require the
                  use of any toxic or hazardous materials or substances and no
                  toxic or hazardous waste is created as a by-product; and

         (e)      Tenant agrees to indemnify and hold harmless the Landlord from
                  any and all liability, cost and expense, including attorneys'
                  fees, in connection with complying with any environmental
                  laws, statutes and ordinances, or any regulation of rules of
                  the Metropolitan Sanitary District of Illinois, Federal and
                  State Environmental Protection Agencies or other agencies of
                  government as a result of Tenant's use of the Building,
                  Premises and Common Areas.

         The agreements contained herein are a material inducement for the
Landlord to lease the Premises to the Tenant and shall survive the termination
of this Lease, whether by lapse of time or otherwise.

3.11     DEFACING PREMISES

         Tenant shall not place anything or allow anything to be placed in the
Premises near the glass of any other door, partition, wall or window which may
be unsightly from outside the Premises, and Tenant shall not place or permit to
be placed any article of any kind on any window ledge or on the exterior sills.
Tenant shall not do any painting or decorating in the Premises or make, paint,
cut or drill into, drive nails, screws or other fasteners into or in any way
deface any part of the Premises or the Building without the written consent of
Landlord.

3.12     OVERLOADING

         Tenant shall not overload any floor or hang any object from the ceiling
or roof supports.

3.13     OBSTRUCTION OF COMMON AREAS

         Tenant, its agents and suppliers shall not permit merchandise,
supplies, equipment or other effects to be left in the common areas of the
Building, except with Landlord's permission and if required by fire or
sanitation regulations.


                                       8
<PAGE>


3.14     NUISANCES

         Without the written permission of Landlord, Tenant shall not:

         a)       use the Premises for housing, lodging or sleeping purposes;

         b)       permit preparation of food in the Premises or permit food to
                  be brought into the Premises for consumption therein (warming
                  of coffee and individual lunches and snacks of employees
                  excepted);

         c)       place any antenna on the roof or on or in any part of the
                  inside or outside of the Building other than the inside of the
                  Premises;

         d)       operate or permit to be operated any musical or sound device
                  inside or outside the Premises which may be heard outside the
                  Premises;

         e)       operate any electrical device from which may emanate
                  electrical waves which may interfere with or impair radio or
                  television broadcasting or reception from or in the Building
                  or elsewhere;

         f)       make or permit any objectionable noise or odor to emanate from
                  the Premises;

         g)       do anything in or about the Building tending to create or
                  maintain a nuisance or do any act tending to injure the
                  reputation of the Building;

         h)       bring or permit to be in the Building any animal or bird
                  (except a dog in the company of a blind person);

         i)       Tenant shall not permit the storage or repair of any
                  inoperable or abandoned motorized vehicle inside or outside
                  the Premises.


                  ARTICLE 4. ALTERATIONS, MAINTENANCE & REPAIR

4.1      ALTERATIONS BY LANDLORD

         Landlord agrees to make the alterations and improvements to the
Premises and to prepare the same for Tenant's occupancy as described on Exhibit
B, if any.

4.2      ALTERATIONS BY TENANT

         Tenant shall not make any installation or alteration in or improvement,
addition or


                                       9
<PAGE>


demolition to the Premises without the prior written approval of Landlord, and
if Landlord shall approve, all such work is subject to any reasonable
restrictions to preserve intact the architectural design and structural
integrity of the Building. Such work shall be performed at the Tenant's expense
by employees of or licensed contractors approved or employed by the Landlord and
in accordance with applicable regulations and codes.

4.3      OWNERSHIP OF ALTERATIONS

         All installations, alterations, improvements or additions to the
Premises (other than Tenant's personal property and trade fixtures) made by the
Landlord or Tenant shall become the Landlord's property and shall remain in or
upon the Premises upon termination of the Lease except as provided in Article 9.

4.4      MAINTENANCE & REPAIRS

         Landlord shall keep the Building including the roof, exterior walls,
foundations and the common areas in good condition and repair with the Tenant
obligated for Tenant's proportionate share per Section l.3. The cost of
maintenance or repairs wholly or partially caused by the negligence or act of
the Tenant or any of its agents, visitors, licensees or employees or by Tenant's
breach of any provision of this Lease shall be borne by the Tenant.

4.5      MAINTENANCE BY TENANT

         Tenant, at its own expense, shall keep the interior of the Premises in
good repair, decorated and in tenantable condition during the entire term of the
Lease and shall promptly and adequately repair all damage to the Premises using
labor and material approved by Landlord. Tenant shall repair and maintain the
heating, air conditioning, ventilating, electrical, plumbing equipment and
services within the Premises; Landlord represents and warrants that all of the
foregoing systems and equipment shall be in good working order on the
commencement date. In the event Tenant fails or refuses to maintain Premises or
make such repairs or replacements, Landlord may (but shall not be obligated to),
following five (5) days prior written notice to Tenant and Tenant's failure to
cure within such period, make such repairs or replacements, and the cost thereof
shall be considered additional rent, payable by Tenant upon demand.

         Landlord shall warrant and guarantee, at it's sole expense, the heating
and air conditioning equipment within the demised premises during the first
twelve (12) months of this Lease, provided that Tenant HAS a qualified heating
and air conditioning TECHNICIAN perform preventive maintenance to the equipment
at Tenant's sole expense AND CAN DOCUMENT SAID MAINTENANCE.

         Furthermore, provided Tenant has PERFORMED THE REQUIRED preventative
maintenance, Landlord and Tenant shall prorate the cost of any repair or
replacement of the equipment upon the percentage of time the Tenant had use of
the equipment vs the


                                       10
<PAGE>


age of the equipment at the time of failure.

         IF, AT ANY TIME DURING THE LEASE TERM, TENANT IS NOTIFIED BY ANY
GOVERNMENTAL AUTHORITY TO CORRECT ANY CODE VIOLATION THAT EXISTED PRIOR TO
TENANT'S OCCUPANCY, LANDLORD SHALL BE RESPONSIBLE FOR CORRECTING SAID VIOLATION.

4.6      CARPETING

         Tenant shall provide and maintain hard surface protective mats under
all desk chairs to avoid excessive wear and tear to carpets. During moving,
carpeting is to be protected by a hard surface protective covering. If Tenant
fails to so provide, the cost of carpet repair or replacement shall be charged
to and paid for by the Tenant.

4.7      CONDITION OF PREMISES

         The Tenant's acceptance of possession of the Premises shall be
conclusive evidence that the Premises and Building were then in good order and
satisfactory condition, subject to punchlist items and latent defects. Tenant
shall submit a punchlist of patent defects observed with respect to the
condition of the Premises within thirty (30) days of possession and of latent
defects within a reasonable period of time after the commencement of the Lease
term.


                       ARTICLE 5. ASSIGNMENT & SUBLETTING

5.1      ASSIGNMENT & SUBLETTING

         Tenant shall not assign or pledge this Lease or sublet the whole or any
part of the Premises, whether voluntarily or by operation of law, or permit the
use or occupancy of the Premises by anyone other than Tenant, other than a
wholly owned subsidiary or affiliate of like use, without the prior written
consent of Landlord, which shall not be unreasonably withheld or delayed. Such
restrictions shall be binding upon any assignee or subtenant to which Landlord
has consented. Notwithstanding any permitted assignment or subletting, Tenant
shall at all times remain fully liable for the payment of the rent specified
herein and for compliance with all of its other obligations under the terms,
provisions and covenants of this Lease.

5.2      WRITTEN NOTICE

         The Tenant shall give written notice to Landlord of the desire to
sublet.

5.3      COLLECTION OF RENT

         Landlord may, at its option, collect directly from such assignee or
subtenant all the rents under such assignment or sublease. No such collection
shall be construed to


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<PAGE>


constitute a novation or a release of Tenant from the further performance of
Tenant's obligations hereunder.

5.4      LANDLORD'S OPTION

         In addition to but not in limitation of Landlord's right to approve of
any subtenant or assignee, Landlord shall have the option, in its sole
discretion, in the event of any proposed subletting of less than the entire
Premises, to release Tenant from all liability as to that part of Premises so
sublet or assigned, effective as of the date that such Sublessee or Assignee
shall take possession thereof. If Landlord exercises such option, Landlord shall
give Tenant written notice within thirty (30) days following Landlord's receipt
of Tenant's notice of its intention to assign or sublet and requesting
Landlord's approval thereof. In the event that Landlord elects to terminate this
Lease as a part of Premises, the rent required to be paid therefore during the
unexpired term hereof shall abate based upon the ratio that the total square
footage of the part of the Premises so sublet bears to the total original square
footage of the Premises.

5.5      COMMISSIONS

         Notwithstanding the provisions of Section 5.4, Tenant shall, at
Tenant's sole cost and expense, discharge in full any outstanding commissions or
obligations which may be due to any real estate broker retained by Tenant or its
assignee or sublessee by reason of any assignment or subletting of Premises or
any part thereof with the consent of Landlord.

5.6      ASSIGNMENTS TO SUCCESSOR CORPORATION

         Notwithstanding the provisions of the above paragraphs, Tenant may,
without Landlord's consent, assign this Lease to any corporation succeeding to
substantially all the business and assets of Tenant by merger, consolidation,
purchase of assets or to any corporation or entity which is a subsidiary or
division of Tenant, provided that the following conditions are satisfied: (a)
the total assets and net worth of such assignee shall be equal to or more than
that of Tenant immediately prior to such transactions; (b) Tenant is not then in
default hereunder; and (c) such successor shall execute and deliver to Landlord
an instrument in writing fully assuming all the obligations and liabilities
imposed upon Tenant hereunder, together with copies of appropriate financial
reports of the successor corporation.


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<PAGE>


                     ARTICLE 6. INSURANCE & INDEMNIFICATIONS

6.1      TENANT'S INSURANCE

         Tenant shall, at its sole cost and expense, maintain insurance coverage
insuring Tenant's personal property against any loss or damage by perils
generally included in Fire and Extended Coverage Insurance policies and,
further, shall procure and maintain adequate Public Liability and Property
Damage insurance and Workmen's Compensation insurance of statutory limits. At
the request of Landlord, Tenant shall furnish Certificates of such insurance
policies, which Certificates shall provide for not less than ten (10) days prior
notice to Landlord in the event of cancellation or material modification
thereof.

6.2      INCREASE IN INSURANCE PREMIUMS

         In the event of any increase in the Landlord's insurance premiums due
to the unusual nature or hazardous operation of the Tenant's business, the
Tenant shall pay Landlord an amount equal to the increase of said insurance
premium provided, however, that this Section 6.2 shall not be deemed to be a
waiver of the right of Landlord to prohibit any use of Premises other than as
specified in Section 3.l.

6.3      DAMAGE BY TENANT

         Tenant agrees to pay for all damage done to the Premises or the
Building by Tenant and its officers, agents and employees or any other person
permitted in the Premises by Tenant, other than same resulting from Landlord's
acts, or negligence, or of Landlord's agents and employees.

6.4      INSURANCE REGULATIONS

         Tenant, at its sole expense, shall comply with any and all requirements
of any insurance organization or company necessary for the maintenance of
reasonable fire and public liability insurance covering the Premises and the
Building.

6.5      INDEMNIFICATION OF LANDLORD

         Tenant will indemnify and defend and hold harmless Landlord and its
beneficiaries, agents, representatives, and employees from and against any and
all claims, actions, damages, liability and expense with respect to injury to
persons, including loss of life and damage to property including the loss of use
thereof arising from or out of any occurrence in, upon, or at the Premises or
the Building, or the occupancy or use by Tenant of the Premises or any part
thereof, or the Building or any part thereof, occasioned wholly or in part by
any act or omission of Tenant, their agents, contractors, employees, invitees
and servants, provided, however, that same shall not have been


                                       13
<PAGE>


caused by or resulted from Landlord's acts or negligence, or the acts or
negligence of Landlord's employees, agents, contractors, invitees and servants.
In the event Landlord is made party to any litigation commenced by or against
Tenant, then Tenant shall indemnify, defend and hold Landlord or their agents,
successors, representatives, and employees harmless therefrom and shall pay all
costs, expenses and reasonable attorney's fees incurred or paid by them or any
of them in connection with such litigation, other than same resulting from
Landlord's acts or negligence, or of the acts of Landlord's employees, agents,
contractors, invitees and servants.

6.6      NON-LIABILITY OF LANDLORD

         Landlord shall not be liable for any damage to property of Tenant or of
others located on the Premises or elsewhere in the Building, nor for the loss of
or damage to any property of Tenant or of others by theft or otherwise, unless
caused by or resulting from the acts or negligence of Landlord, or the acts of
Landlord's employees, agents, contractors, invitees and servants. Except for
Landlord's acts or negligence or the acts of negligence of its agents,
employees, contractors, invitees, and servants, Landlord shall not be liable for
any injury or damage to persons or property resulting from fire, explosion,
falling plaster, gas, electricity, water, rain or snow leaks from any part of
the Premises or elsewhere in the Building or leak backups from the pipes,
appliances or plumbing works or from the roof, street or subsurface or from any
other place or by dampness or by any other cause of whatever nature. Landlord
shall not be liable for any such damage caused by other tenants or persons in
the Premises or elsewhere in the Building, occupants of adjacent property of the
Building or the public or caused by construction operations. All property of
Tenant kept or stored on the Premises or elsewhere in the Building shall be so
kept or stored at the risk of Tenant only, and Tenant shall hold Landlord
harmless from any claims arising out of damage to the same unless such damage
shall be caused by the willful act or negligence of Landlord's employees,
agents, contractors, invitees and servants.

6.7      MUTUAL WAIVER OF SUBROGATION RIGHTS

         Except for Landlord's negligence, whenever any loss, cost, damage or
expense resulting from fire, explosion or any other casualty is incurred by
either of the parties to this Lease in connection with the Premises or the
Building, and such party is then covered in whole or in part by insurance with
respect to such loss, cost, damage or expense, then the party so insured hereby
releases the other party from any liability it may have on account of such loss,
cost, damage, or expense to the extent of any amount recovered by reason of such
insurance and waives any right of subrogation which might otherwise exist in or
accrue to any person on account thereof, provided that such release of liability
and waiver of the right or subrogation shall not be operative in any case where
the effect thereof is to invalidate such insurance coverage or increase the cost
thereof (provided that in the case of increased cost, the other party shall have
the right within thirty (30) days following written notice to pay such increased
cost, thereupon keeping such release and waiver in full force and effect).


                                       14
<PAGE>


6.8      INTERRUPTION OF SERVICES

         Landlord does not warrant that any of the services to be provided by
Landlord pursuant to Article 11 following, or any other service to be provided
by Landlord will be free from interruptions caused by repairs, renewals,
improvements, changes of service, alterations, work stoppage, labor
controversies, accidents, inability to obtain fuel, electricity, water supplies
or other cause beyond the reasonable control of Landlord. No such interruption
of service shall be deemed an eviction or disturbance of Tenant's use and
possession of the Premises or any part thereof, or render Landlord liable to
Tenant for damages, by abatement of rent or otherwise, or relieve Tenant from
performance of Tenant's obligations under this Lease. Tenant hereby waives and
releases all claims against Landlord for damages for interruption or stoppage of
service.


                       ARTICLE 7. MORTGAGES, TITLE, LIENS

7.1      MORTGAGES - SUBORDINATION

         This Lease Agreement and the rights of Tenant pursuant hereto shall, at
all times, be subject and subordinate only to the lien of a First Mortgage at
any time placed on the Building or Premises. Tenant shall, upon the written
request of any First Mortgagee, execute such instruments or documents as may be
reasonably required at any time and from time to time to subordinate the rights
and interest of Tenant herein to the lien of any such First Mortgage. At the
election of the First Mortgagee, this Lease shall not be terminated or affected
by any proceedings instituted to foreclose the lien of any First Mortgage, and
this Lease shall continue in full force and effect, notwithstanding that any
such First Mortgagee or any person claiming by, through or under any such First
Mortgagee shall succeed to the title of Landlord by foreclosure or Deed in lieu
of foreclosure, and in any such event, Tenant agrees to attorn to any such First
Mortgagee or its successors and assigns.

         Should any First Mortgage be foreclosed, or in the event that the title
of Landlord shall be conveyed to any such First Mortgagee by Deed in lieu of
foreclosure, no such First Mortgagee, purchaser at such foreclosure sale or
their successors or assigns shall be:

         a)       liable for any act or omission of any prior Landlord;

         b)       subject to any off-set or defense which Tenant may have
                  against any prior Landlord; and

         c)       bound by a prepayment of rent or other payments made to
                  Landlord by


                                       15
<PAGE>


                  Tenant for more than the current month.

7.2      ESTOPPEL CERTIFICATE

         Tenant agrees that upon not less than fifteen (15) days prior notice
from Landlord, Tenant will deliver to Landlord or to such other person as
Landlord shall designate in such notice, a statement in writing in form
satisfactory to Landlord certifying among other matters:

         a)       that the Lease is unmodified and in full force and effect (or,
                  if there have been modifications, that this Lease is in full
                  force and effect as modified and identifying such
                  modifications);

         b)       that Tenant is in possession of the Premises and is paying all
                  rental payments required by this Lease;

         c)       that no more than one month's rent (excluding the Security
                  Deposit, if any) has been paid in advance;

         d)       that all work required to be performed by Landlord under this
                  Lease has been completed;

         e)       the Commencement Date and expiration date of this Lease; and

         f)       that insofar as Tenant knows, Landlord is not in default under
                  this Lease (or, if Tenant has knowledge of any default, a
                  statement of the nature thereof).

7.3      MODIFICATIONS REQUIRED BY MORTGAGEE

         If any Mortgagee requires a modification or modifications of this Lease
and such modification or modifications will not result in any increased cost or
expense to Tenant or in any other way substantially alter the rights and
obligations of Tenant hereunder, Tenant shall, upon Landlord's request, execute
the appropriate instrument or instruments effecting such modification or
modifications.

7.4      LANDLORD'S TITLE

         Landlord's title is and always shall be paramount to the title of
Tenant. Nothing herein contained shall empower Tenant to do any act which can,
shall or may encumber the title of Landlord.

         Tenant shall not permit any mechanic's liens to be filed against the
Premises or the Building by reason of services or materials supplied or claimed
to have been supplied in connection with any work done in the Premises at the
direction of Tenant. If any such


                                       16
<PAGE>


mechanic's lien shall at any time be filed, Tenant shall cause the same to be
discharged of record or sufficient bond posted over same within thirty (30) days
after receipt of notice from Landlord. If Tenant shall fail to discharge or post
sufficient bond over such mechanic's lien within such period, then, in addition
to any other right or remedy, Landlord may, but shall not be obligated to,
discharge the lien either before or after investigating it.


               ARTICLE 8. EMINENT DOMAIN & DESTRUCTION OF PREMISES

8.1      EMINENT DOMAIN

         If the entire Building or if any substantial part of the Premises shall
be taken or condemned by any authority for any public use or purpose, the term
of this Lease shall end upon, and not before, the date when the possession of
the part so taken shall be required for such use or purpose and without
apportionment of the condemnation award. The Tenant shall have no right to share
in such award or seek an award for loss of its leasehold interest, the right of
Tenant, if any, in and to such award being hereby assigned to Landlord. All rent
shall be apportioned as of the date of such termination.

8.2      TOTAL OR PARTIAL DESTRUCTION

         In the event that Premises or other parts of the Building shall be
destroyed or so damaged by fire, explosion, windstorm or other casualty
("Casualty") so as to be:

         a)       rendered untenantable, Landlord may, at its election, either:

                  i)       terminate this Lease as of the date of Casualty by
                           written notice thereof to Tenant within sixty (60)
                           days following the date of Casualty, in which event
                           all rent shall be apportioned on a per diem basis and
                           paid by Tenant to the date of Casualty; or

                  ii)      proceed with all due diligence to repair, restore or
                           rehabilitate the Premises or the Building, as the
                           case may be, to the condition existing immediately
                           prior to Casualty ("Restoration Work") and to
                           complete within one hundred fifty (150) days of the
                           date of the Casualty, in which event this Lease shall
                           not terminate, and rent shall equitably abate on a
                           per diem basis during the period of Restoration Work
                           to the extent that Tenant is denied use of the
                           Premises by reasons of Restoration Work;

                  Landlord shall proceed with all due diligence to perform or
                  cause Restoration Work to be performed and completed within
                  (90) days of the date of the Casualty, in which event rent
                  shall abate in proportion to the


                                       17
<PAGE>


                  non-usability of the Premises during the period of Restoration
                  Work;

         b)       partially damaged but not rendered untenantable, Landlord
                  shall proceed with all due diligence to perform or cause
                  Restoration Work to be performed and complete within one
                  hundred fifty (150) days of the date of the Casualty, in which
                  event rent shall abate in proportion to the non-usability of
                  the Premises during the period of Restoration Work;

         PROVIDED, HOWEVER, that if Casualty shall occur at any time during the
last year of the term of this Lease, Landlord or Tenant shall have the right, at
its election, to terminate this Lease as of the date of Casualty, by written
notice thereof to the other within thirty (30) days following the date of
Casualty.

         Notwithstanding the foregoing, in no event shall Landlord be:

         a)       responsible for any loss or damage incurred by Tenant or any
                  other person, firm or corporation by reason of goods, wares,
                  merchandise, furniture, fixtures and equipment situated within
                  Premises and damaged by reason of Casualty unless caused by
                  Landlord's negligence, or the acts of Landlord's employees or
                  agents;

         b)       liable or responsible for any other damage incurred by Tenant
                  by reason of Casualty; or

         c)       for any delays in Restoration Work caused by labor
                  controversies, riots, acts of God, national emergencies, acts
                  of a public enemy, governmental laws or regulations, inability
                  to procure materials or labor, or both, or any other cause
                  beyond the control of Landlord.


                        ARTICLE 9. SURRENDER OF PREMISES

9.1      CONDITION OF PREMISES

         Tenant shall yield to Landlord possession of the Premises in as good
condition as when the Tenant took possession, subject to ordinary wear and tear,
in accordance with the provision of this Lease. If the Tenant fails to yield the
Premises in as good condition as when the Tenant took possession, normal wear
and tear excepted, the Landlord may restore the Premises to such condition, and
Tenant shall pay the cost thereof.

9.2      ALTERATIONS OF PREMISES

         Alterations of the Premises remain the property of the Landlord in
accordance with the provisions of this Lease. In the event Landlord so directs
in writing prior or within


                                       18
<PAGE>


thirty (30) days after termination of this Lease, Tenant shall promptly remove
Tenant's alterations (but not alterations made by Landlord) and repair any
damage to the

Premises. If Tenant fails to repair such damage, the Landlord may restore the
Premises, and Tenant shall pay the cost thereof.

9.3      TENANT'S TRADE FIXTURES

         Any trade fixtures which are attached to the Premises, with Landlord's
prior written consent, may be removed by Tenant provided that Premises are
restored by Tenant to the condition prior to attachment. If the Tenant fails to
restore such damage, the Landlord may restore the Premises, and Tenant shall pay
the cost thereof.

9.4      PROPERTY PRESUMED ABANDONED

         All Tenant's trade fixtures and personal property not removed from the
Premises upon termination shall be conclusively presumed to have been abandoned
by the Tenant, and title thereto shall pass to Landlord as by a bill of sale.
The Tenant shall pay for the cost of removal of such abandoned items.

9.5      SURRENDER OF KEYS

         Tenant shall surrender all keys to Premises and Building and all data
relative to combination locks and security systems in Premises.

9.6      NOTIFICATION OF SURRENDER

         Not less than thirty (30) days prior to the last day of the term of
this Lease, the Tenant shall notify Landlord of the last day of occupancy of the
Premises in writing. On the last day of occupancy, Landlord and Tenant shall
review the physical condition of the Premises for the purpose of assessing
needed repairs to the Premises.

9.7      HOLDOVER BY TENANT

         Tenant will, at the termination of this Lease by lapse of time or
otherwise, yield up immediate possession to Landlord. If Tenant retains
possession of the Premises or any part thereof after such termination, then
Landlord may, at its option at any time thereafter, serve written notice upon
Tenant that such holdover constitutes any one of:

         a)       INTENTIONALLY DELETED;

         b)       creation of a month-to-month tenancy upon the terms and
                  conditions set forth in this Lease; or

         c)       creation of a tenancy at sufferance in any case upon the terms
                  and


                                       19
<PAGE>


                  conditions set forth in this Lease;

         PROVIDED, HOWEVER, that the monthly rental (or daily rental under (c))
shall, in addition to all other sums which are to be paid by Tenant hereunder,
be equal to double the rental being paid monthly to Landlord under this Lease
immediately prior to such termination (prorated in the case of (c) on the basis
of a 360-day year for each day Tenant remains in possession). If no such notice
is served, then a tenancy at sufferance shall be deemed to be created at the
rent in the preceding sentence. Tenant shall also pay to Landlord all damages
sustained by Landlord resulting from retention of possession by Tenant,
including all loss or damage sustained or incurred by Landlord by reason of any
new lease to or the loss of any proposed subsequent tenant for any portion of
the Premises. The provisions of the paragraph shall not constitute a waiver by
Landlord of any right of reentry; nor shall receipt of any rent or any other act
in apparent affirmance of the tenancy operate as a waiver of the right to
terminate this Lease for a breach of any of the terms, covenants or obligations
therein on Tenant's part to be performed.


                         ARTICLE 10. LANDLORD'S REMEDIES

         All rights and remedies of Landlord herein enumerated shall be
cumulative, and none shall exclude any other right or remedy allowed by law.

10.1 If any voluntary or involuntary petition WHICH IS NOT SET ASIDE WITHIN
THIRTY (30) DAYS, or similar pleading under any section or sections of any
bankruptcy act shall be filed by or against Tenant, or any voluntary or
involuntary proceedings in any court shall be instituted to declare Tenant
insolvent or unable to pay Tenant's debts, or Tenant makes an assignment for the
benefits of its creditors, or a trustee or receiver is appointed for Tenant or
for the major part of Tenant's property, then in such event, Landlord may, if
Landlord so elects and with or without notice of such election and with or
without entry or other action by Landlord, forthwith terminate this Lease and,
notwithstanding any other provisions of this Lease, Landlord shall forthwith
upon such termination be entitled to recover damages in an amount equal to the
then present value of the rent specified in Article l of this Lease for the
residue of the stated term hereof.

10.2 If Tenant defaults in the prompt payment of rent and such default shall
continue for five (5) or more days after the same be due and payable or in the
performance or observance of any other provisions of this Lease and such other
default shall continue for THIRTY (30) or more days after notice thereof shall
have been given to Tenant, or if the leasehold interest of Tenant be levied upon
under execution or attached by process of law, or if Tenant abandons the leased
Premises, then and in any such event, Landlord, if it so elects with or without
notice or demand forthwith, or at any time thereafter while such default
continues, either may terminate Tenant's right to possession without


                                       20
<PAGE>


terminating this Lease or may terminate this Lease.

10.3 Upon termination of this Lease, whether by lapse of time or otherwise, or
upon any termination of the Tenant's right to possession without termination of
this Lease, the Tenant shall surrender possession and vacate the leased Premises
immediately and deliver possession thereof to the Landlord, and hereby grants to
the Landlord full and free license to enter into and upon the leased Premises in
such event with or without process of law and to repossess the leased Premises
and to expel or remove the Tenant and any others who may be occupying or within
the leased Premises and to remove any and all property therefrom, using such
force as may be necessary without being deemed in any manner guilty of trespass,
eviction, forcible entry or detainer, or conversion of property, and without
relinquishing the Landlord's rights to rent or any other right given to the
Landlord hereunder or by operation of law. The Tenant expressly waives the
service of any demand for the payment of rent or for possession and the service
of any notice of the Landlord's election to terminate this Lease or to reenter
the Premises, including any and every form of demand and notice prescribed by
any statute or other law, and agrees that the simple breach of any covenant or
provisions of this Lease by the Tenant shall, of itself, without the service of
any notice or demand whatsoever, constitute a forcible detainer by the Tenant of
the demised Tenant covenants and agrees to pay to Landlord after such
termination and reentry, at Landlord's option:

         a)       at the end of each month of the demised term, the difference,
                  if any, between the rent actually received by Landlord from
                  said demised Premises during such month and the rent agreed to
                  be paid by the terms of this Lease during such month, together
                  with the reasonable expenses of re-letting and altering the
                  improvements on such demised Premises, together with
                  reasonable commissions and attorney's fees; or

         b)       damages in an amount equal to the then present value of the
                  rent specified in this Lease, as adjusted for taxes and
                  expenses, for the residue of the stated term hereof, less the
                  fair rental value of the Premises for the residue of the
                  stated term.

10.4 If Tenant abandons the Premises or otherwise entitles Landlord to so elect
and Landlord elects to terminate the Tenant's right to possession only without
terminating the Lease, the Landlord may, at the Landlord's option, enter into
the leased Premises, remove the Tenant's signs and other evidences of tenancy
and take and hold possession thereof as in Paragraph 10.3 of this Article,
provided, without such entry and possession terminating the Lease or releasing
the Tenant in whole or in part from the Tenant's obligation to pay the rent
hereunder for the full term, and in any such case the Tenant shall pay forthwith
to the Landlord a sum equal to the entire amount of the rent specified in
Article l of this Lease for the residue of the stated term, plus any other sums
then due hereunder. Upon and after entry into possession without termination of
this Lease, the Landlord may, but need not, re-let the leased Premises or any
part thereof for the account of the Tenant to any person, firm or corporation
other than the Tenant for such


                                       21
<PAGE>


rent, for such time and upon such terms as the Landlord in the Landlord's sole
discretion shall determine, and the Landlord shall not be required to accept any
tenant offered by the Tenant or to observe any instructions given by the Tenant
about such re-letting. In any such case, the Landlord may make repairs,
alterations and additions in or to the leased Premises and redecorate the same
to the extent deemed by the Landlord necessary or desirable and the Tenant
shall, upon demand, pay the reasonable cost thereof, together with the
Landlord's expenses of the re-letting including, without limitation, any
reasonable broker's commission incurred by the Landlord. If the consideration
collected by the Landlord upon any such re-letting for the Tenant's account is
not sufficient to pay the full amount of unpaid rent reserved in this Lease,
together with the costs of repairs, alterations, additions, redecorating and the
Landlord's expenses, the Tenant shall pay to the Landlord the amount of each
deficiency.

10.5 If Tenant violates any of the terms and provisions of this Lease or
defaults in any of its obligations hereunder other than the payment of any sum
payable hereunder, whether the same be rent or otherwise, violation may be
restrained or such obligation enforced by injunction, which remedy shall be in
addition to all other rights and remedies available to Landlord.


                       ARTICLE 11. LANDLORD SHALL FURNISH

11.1     EQUIPMENT

         Heating, air conditioning, ventilating, plumbing and electrical
equipment shall be in good operating condition when the Tenant takes possession.

11.2     PARKING

         "Off street" parking facilities for use in common with Landlord and
other tenants on a "first come, first served" basis, subject to the applicable
laws of the City and State, and all reasonable rules and regulations that may be
imposed from time to time by the Landlord.


                     ARTICLE 12. RIGHTS RESERVED TO LANDLORD

         Without limiting any other rights reserved or available to Landlord,
Landlord reserves the following rights, to be exercised at Landlord's election
without liability to Tenant:

         a)       to enter the Premises to make inspections at reasonable times
                  during normal business hours without material inconvenience to
                  the Tenant or to


                                       22
<PAGE>


                  show the Premises to prospective tenants or brokers during the
                  last six months of the Lease Term, or lenders or other persons
                  having a legitimate interest in viewing the Premises with 24
                  hours notice, except in the case of an emergency;

         b)       to change the name or address of the Building;

         c)       to exclude or expel from the Premises or Building any person
                  who, in the judgment of the 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;

         d)       to designate all sources furnishing sign painting and
                  lettering and repairs and maintenance and to designate to
                  anyone the exclusive right to conduct any business or render
                  services in the Development;

         e)       to decorate, remodel, repair, alter or otherwise prepare the
                  leased Premises for re-occupancy during the last six (6)
                  months of the term hereof if, during or prior to such time,
                  Tenant vacates the leased Premises or at any time after Tenant
                  abandons the leased Premises.

         f)       to decorate and to make repairs, alterations, additions and
                  improvements, structural or otherwise, in or to the leased
                  Premises in, about, or adjacent to the Building and
                  Development or part thereof, and to perform any acts related
                  to the safety, protection, or preservation thereof, and during
                  such operations to take into and through the leased Premises
                  or any part of the Building all material and equipment
                  required and to close or temporarily suspend operation of
                  entrances, doors, corridors, parking facilities or other
                  facilities, provided that Landlord shall cause as little
                  inconvenience or annoyance to Tenant as is reasonably
                  necessary in the circumstances, and provided further that
                  Tenant's business operations shall not be prevented or
                  materially disrupted. Landlord may do any such work during
                  ordinary business hours, and Tenant shall pay Landlord for
                  overtime and for any other expenses incurred if such work is
                  done during other hours at Tenant's request;

         g)       to approve the weight, size and location of heavy machinery
                  and equipment in and about the leased Premises. If considered
                  necessary by Landlord, to require supplementary supports at
                  the Tenant's expense; and

         h)       to hold pass keys to the Premises. Landlord shall not use such
                  pass keys to obtain access to the premises without Tenant's
                  prior consent except in emergencies.

         Landlord's entrance to the Premises for any of the above purposes shall
be without being deemed guilty of any eviction or disturbance of Tenant's use or
possession


                                       23
<PAGE>


and without being liable in any manner to Tenant.


                            ARTICLE 13. MISCELLANEOUS

13.1     LEGAL FEES

         The non-prevailing party shall pay all costs, expenses and reasonable
attorney's fees that may be incurred by the prevailing party in enforcing the
terms, covenants and obligations of the Lease on Tenant's part to be performed.

13.2     ADDITIONAL BILLINGS

         Billings by Landlord for services or required repairs which are not the
obligation of Landlord will be deemed as additional rents and are subject to the
same rights and remedies as described herein for rents.

13.3     RECEIPT OF RENT AFTER TERMINATION

         No receipt of money by the Landlord from the Tenant after the
termination of this Lease or after the service of any notice or after the
commencement of any suit or after final judgment for possession of the Premises
shall renew, reinstate, continue or extend the term of this Lease or affect any
such notice, demand or suit.

13.4     SUCCESSORS & ASSIGNS

         Each provision hereof shall extend to and shall, as the case may
require, bind and inure to the benefit of Landlord and Tenant and their
respective heirs, legal representatives, successors and assigns.

13.5     NOTICES

         Any notice which may be or is required to be given under this Lease
shall be in writing and shall be delivered in person or sent by United States
Certified Mail addressed as follows:

         a)       if to Landlord, at such address where Tenant is required to
                  pay rent; and

         b)       if to Tenant, at the Premises or at such other address as the
                  Tenant shall designate by notice to the Landlord.

13.6     ENTIRE AGREEMENT

         This Lease and the exhibits and riders, if any, attached hereto and
forming a part


                                       24
<PAGE>


hereof, set forth all the covenants, promises, agreements, conditions and
undertakings between Landlord and Tenant concerning the Premises, and there are
no covenants, promises, agreements, conditions, or understandings, either oral
or written, between them

other than as herein set forth. No subsequent alteration, change or addition to
this Lease shall be binding upon Landlord or Tenant unless reduced to writing
and signed by them.

13.7     WAIVER

         No waiver of any default of the Tenant hereunder shall be implied from
any omission by the Landlord to take any action on account of such default if
such default persist or is repeated, and no express waiver shall affect any
default other than the default specified in the express waiver and that only for
the time and to the extent therein stated.

13.8     CAPTIONS & HEADINGS

         The article and paragraph headings of this Lease are for convenience
only and in no way limit or enlarge the scope of meaning.

13.9     DEFINITIONS

         The terms Lessor and Landlord are used interchangeably, and the terms
Lessee and Tenant are used interchangeably. As applicable, the terms Lessor and
Landlord shall also mean and include the duly appointed Management Agent of the
Building.

13.10    REPRESENTATION AND COMPENSATION OF TENANT REPRESENTATIVES

         With regards to the Landlord and the Landlord's Exclusive Agent (Arthur
J. Rogers & Co.) paying commissions for existing Tenants renewing, extending or
expanding their Lease, it is expressly understood, in all cases, that the
Tenant's representative will be directly compensated for it's services by the
Tenant. And further, both the Landlord and Landlord's Exclusive Agent reserve
the right to require written confirmation from the Tenant, that the Tenant is
responsible for such compensation prior to commencing any communications or
discussions with the Tenant's Representative.

13.11    OPTION TO RENEW

         PROVIDED THAT TENANT IS NOT IN DEFAULT IN THE PERFORMANCE OF THE TERMS,
COVENANTS AND AGREEMENTS OF THIS LEASE TO BE PERFORMED BY TENANT, TENANT IS
GRANTED THE RIGHT AND OPTION TO EXTEND THE TERM HEREOF FOR AN ADDITIONAL FIVE
(5) YEARS, UPON ALL OF THE TERMS, COVENANTS, CONDITIONS AND AGREEMENTS HEREIN
SET FORTH, EXCEPT THAT THE RENTAL RATE SHALL BE AT THE PREVAILING MARKET RATE AS
OF NOVEMBER 30, 2004, BUT SHALL IN NO EVENT BE LOWER THAN $6,995.17 PER MONTH.


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         TENANT SHALL EXERCISE THIS OPTION BY WRITTEN NOTICE SERVED ON LANDLORD
NOT LESS THAN SIX (6) MONTHS PRIOR TO THE EXPIRATION DATE OF THIS LEASE, WHICH
EXPIRATION DATE IS NOVEMBER 30, 2004. SHOULD TENANT FAIL TO NOTIFY LANDLORD OF
TENANT'S INTENT TO EXERCISE THIS OPTION TO RENEW SIX (6) MONTHS PRIOR TO THE
EXPIRATION DATE OF THE LEASE, THIS OPTION TO RENEW SHALL BECOME NULL AND VOID.
13.12 RIGHT OF FIRST OPPORTUNITY

         PROVIDED THAT TENANT IS NOT IN DEFAULT IN THE PERFORMANCE OF THE TERMS,
COVENANTS AND AGREEMENTS OF THIS LEASE TO BE PERFORMED BY TENANT, TENANT SHALL
HAVE A ONE TIME RIGHT OF FIRST OPPORTUNITY TO LEASE 1613 BARCLAY BOULEVARD,
BUFFALO GROVE. ILLINOIS, SHOULD IT BECOME AVAILABLE FOR LEASE DURING THE TERM OF
THIS LEASE. TENANT MUST NOTIFY THE LANDLORD OF ITS INTENT TO LEASE WITHIN TWO
(2) BUSINESS DAYS OF THE DATE OF NOTICE BY LANDLORD OF THE AVAILABILITY OF
ADDITIONAL SPACE.






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


THE LANDLORD:                              THE TENANT:

ARTHUR J. ROGERS & CO., Agent              Areawide Cellular, L.L.C.
for the beneficiary pursuant to            a Delaware Limited Liability Company
Trust Agreement established with
American National Bank, as Trustee,
pursuant to Trust Agreement dated
July 1, 1992 and known as Trust
Number 115717-00.


By: /s/ William G. Schmitz                 By: /s/ Steven J. Zabel
   -----------------------------------        ----------------------------------
   William G. Schmitz, RPA/President          Signature

                                           Steven J. Zabel
                                              Please Print Name

                                           Title: Chief Financial Officer


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Landlord's offer may be withdrawn by the Landlord or its Agent at anytime
without notice, and does not constitute a binding offer or Lease until properly
signed by all parties to the Lease, and a fully executed copy is delivered by
the Landlord to the Tenant.


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