<PAGE>
 
                                                                    Exhibit 10.3
 
                     [LOGO OF DOMINO'S PIZZA APPEARS HERE]


                                LEASE AGREEMENT

                                    BETWEEN

                DOMINO'S FARMS OFFICE PARK LIMITED PARTNERSHIP

                                      AND

                             DOMINO'S PIZZA, INC.
<PAGE>
 
                               TABLE OF CONTENTS


Standard Lease Summary

1.   Definitions/Lease
2.   Amenities and Common Area
3.   The Term
4.   The Base Rent
5.   Late Charges and Interest
6.   Taxes and Assessments
7.   Utilities and Utility Expenses
8.   Insurance
9.   Payment for Services Rendered by Landlord
10.  Use of Premises
11.  Damage
12.  Maintenance and Repairs
13.  Leasehold Improvements
14.  Alterations
15.  Liens
16.  Eminent Domain
17.  Assignment or Subletting
18.  Inspection and Alteration of Public Portions
19.  Fixtures and Equipment
20.  Notices or Demands
21.  Breach; Insolvency; Re-Entry
22.  Surrender of Premises on Termination
23.  Performance by Landlord of the Covenants of Tenant
24.  Subordination; Estoppel Certificates
25.  Substitute Space
26.  Quiet Enjoyment
27.  Holding Over
28.  Remedies Not Exclusive; Waiver
29.  Waiver of Claims
30.  Indemnification
31.  Assignment by Landlord
32.  Security Deposit
33.  Hazardous Materials
34.  Movement of Tenant's Property
35.  Non-Terminability Compliance With Laws, Costs, Severability
36.  Entire Agreement; Merger Agreement
37.  Recording
38.  General

Rider A  Office Location
Rider B  Rules and Regulations
Rider C  Additional Provisions

                                      -2-
<PAGE>
 
                            STANDARD LEASE SUMMARY

THIS LEASE is made as of this 21 day of December, 1998, between the following
parties:

LANDLORD:                                         TENANT:
Domino's Farms Office Park Limited Partnership    Domino's Pizza, Inc.
24 Frank Lloyd Wright Drive                       30 Frank Lloyd Wright Drive
Ann Arbor, Michigan 48105                         P.O. Box 997
                                                  Ann Arbor, Michigan 48106-0997


The following is intended to summarize certain basic terms of this Lease, and is
not intended to be exhaustive. In the event anything set forth in this Lease
Summary ("Lease Summary ") conflicts with the other specific provisions of this
Lease contained in the Standard Lease Terms, the latter shall be deemed to
control.

A.   BUILDING:

The office building commonly known as Domino's Farms Prairie House located at 30
Frank Lloyd Wright Drive, Ann Arbor, Michigan 48105.

B.   PREMISES:

     Office Space, Lab Space
     and Conference Center
     Square Footage:                Approximately 162,000 rentable square feet
                                    based upon 140,875 usable square feet, plus
                                    a 15% common area factor.
                                
     Commissary Square Footage:     Approximately 23,450 rentable square feet
                                    based upon 20,371 usable square feet, plus a
                                    15% common area factor.

     Storage Space Square Footage:      19,994 usable square feet.

     Location:                      All of the green highlighted space as shown
                                    in that certain "Domino's Farms Tenant
                                    Directory" dated October 27, 1998 attached
                                    hereto as Rider A.
                                    
C.   TERM:                          
                                    
     Commencement Date:             The Closing Date (as defined in that certain
                                    Agreement and Plan of Merger dated September
                                    25, 1998 among TM Merger Corporation, TISM,
                                    Inc. and Thomas S. Monaghan ("Merger
                                    Agreement").
                                    
     Expiration Date:                   Five (5) years from and after
                                    Commencement Date .

 
     Option to Renew:               See Rider C.
 
D.   RENT:

        Year       Base Annual
                     Rental
        ----       -----------
       Year 1       $4,078,500 
       Year 2       $4,185,825 
       Year 3       $4,296,012 
       Year 4       $4,410,492 
       Year 5       $4,527,834  

                                      -3-
<PAGE>
 
E.   PERMITTED USES:             Office, together with uses ancillary and
                                 accessory thereto
F.   SECURITY DEPOSIT:           None
G.   LANDLORD'S AGENT:           Domino's Farms Corporation
H.   MAILING ADDRESS:            24 Frank Lloyd Wright Drive
                                 P.O. Box 445
                                 Ann Arbor, Michigan 48105-0445

RIDERS ATTACHED:

Rider A   Office Location
Rider B   Rules and Regulations
Rider C   Additional Provisions

                                      -4-
<PAGE>
 
                             STANDARD LEASE TERMS


                                   SECTION 1
                               DEFINITIONS/LEASE

1.01 DEFINITIONS: In addition to words and phrases defined in these Standard
     ------------                                                           
          Lease Terms, the words and phrases in the Summary of Lease Terms shall
          have the meanings set forth therein.

1.02 LEASE OF PREMISES: In consideration of the rents to be paid and the
     ------------------                                                 
          covenants and agreements to be performed hereunder, Landlord hereby
          leases to Tenant and Tenant hereby leases from Landlord the Premises.


                                   SECTION 2
                           AMENITIES AND COMMON AREA

2.01 AMENITIES: Tenant's lease of the Premises shall include the nonexclusive
     ----------                                                              
          right to the use of such building amenities as are generally made
          available to tenants of the Building. The use and the availability of
          all such amenities shall be subject to the reasonable rules and
          regulations established by Landlord or the respective proprietor or
          operator of such amenities. In addition to the payment of Base Annual
          Rent, Tenant shall during the initial five (5) year Term pay to
          Landlord an annual amount of $175,000.00 for use of the fitness
          center, which amount shall increase by three percent (3%) per annum,
          and shall be payable in equal monthly installments on each Rent Day.
          In addition, Tenant shall be entitled to exclusive use of the parking
          spaces described in Paragraph 1 of Rider C and, otherwise, unreserved
          parking spaces in the parking area provided for the Building on a
          basis comparable to other tenants in the Building, together with the
          nonexclusive right to use the walkways and other means of ingress and
          egress over the land surrounding the Building, and all other rights of
          ingress and egress provided for use in common by all owners and
          tenants of the Building.

2.02 COMMON AREA: The term "Common Area" means that part of the Building
     ------------                                                       
          intended by Landlord for the common use of all tenants, including, but
          not limited to, lobbies, public entrances, restrooms, stairways,
          elevators, corridors, parking areas and walkways. Tenant, and its
          employees and licensees, shall have the nonexclusive right to use the
          Common Area with other tenants and other persons permitted by Landlord
          to use the same. Tenant shall not take any action which would
          interfere with the rights of other persons to use the Common Area.


                                   SECTION 3
                                   THE TERM

3.01 TERM: The initial five (5) year Term of this Lease and the payment of rent
     -----                                                                     
          hereunder, shall commence on the Commencement Date and shall end on
          the Expiration Date as set forth on the Standard Lease Summary, unless
          extended as hereinafter provided. The word "Term" as used herein shall
          include the First Extended Term and Second Extended Term, if and when
          exercised.

3.02 INTENTIONALLY OMITTED.
     ----------------------

                                      -5-
<PAGE>
 
                                   SECTION 4
                                 THE BASE RENT

4.01 BASE ANNUAL RENTAL: Tenant agrees to pay to Landlord the Base Annual Rental
     -------------------                                                        
          for the original Term of this Lease without right of set-off or
          abatement (except as expressly permitted under this Lease).

4.02 BASE MONTHLY RENTAL: The Base Annual Rental shall be payable in equal
     --------------------                                                 
          monthly installments ("Base Monthly Rental"), in advance, without any
          set-offs or deductions (except as expressly permitted under this
          Lease), on the first day of each month (the "Rent Day") during the
          Term of this Lease at the mailing address shown in Paragraph I of the
          Summary, or at such other place as Landlord from time to time may
          designate in writing. In the event the Commencement Date is other than
          the first day of the calendar month, the rental for the first and last
          partial months shall be prorated based on the actual number of days of
          such months included within the Lease Term and based upon the amount
          of the Base Monthly Rental.


                                   SECTION 5
                           LATE CHARGES AND INTEREST

5.01 LATE CHARGES: Any rent or other sums payable by Tenant to Landlord under
     -------------                                                           
          this Lease which are not paid by Tenant and received and accepted by
          Landlord within seven (7) days after they are due will be subject to a
          one-time late charge of five percent (5%) of the amount due. Such late
          charges will be due and payable as additional rent on or before the
          next Rent Day.

5.02 INTEREST: Any rent, late charges or other sums, if any, payable by Tenant
     ---------                                                                
          to Landlord under this Lease not paid within thirty (30) days after
          the same are due will bear interest at a per annum rate of eleven
          percent (11%); provided however, if such rate exceeds the maximum rate
          of interest permitted by law under such circumstances, then such rate
          shall be reduced to the maximum permissible rate. Such interest will
          be due and payable as additional rent on or before the next Rent Day,
          and will accrue from the date that such rent, late charges or other
          sums are first payable under the provisions of this Lease until
          actually paid by Tenant.

5.03 DEFAULT: Any default in the payment of rent, late charges or other sums
     --------                                                               
          will not be considered cured unless and until the late charges and
          interest due hereunder are paid by Tenant to Landlord. If Tenant
          defaults in paying such late charges and/or interest, Landlord will
          have the same remedies as on default in the payment of rent. The
          obligation hereunder to pay late charges and interest exists in
          addition to, and not in the place of, the other default provisions of
          this Lease.


                                   SECTION 6
                             TAXES AND ASSESSMENTS

6.01 PERSONAL PROPERTY TAXES: Tenant shall be responsible for and pay all
     ------------------------                                            
          personal property taxes assessed against Tenant's fixtures, equipment
          and other property of Tenant located on the Premises to the extent
          such taxes are payable during, and allocable to, the Term.

                                   SECTION 7
                        UTILITIES AND UTILITY EXPENSES

7.01 TELECOMMUNICATIONS: Tenant shall arrange and pay for its own telephone or
     -------------------                                                      
          other telecommunications services, subject to Landlord's prior written
          approval of the means of installation of such service(s).

                                      -6-
<PAGE>
 
7.02 UTILITIES TO BE FURNISHED:  Landlord shall furnish the following utilities
     --------------------------                                                
          ("Utilities"):

     A.   Electricity for usual office requirements;

     B.   Air conditioning and heat during the appropriate season, as provided
            in the Rules and Regulations attached as Rider B; and

     C.   Hot and cold water for lavatory purposes.

7.07 INTERRUPTION OF UTILITIES: Interruption or curtailment of any Utility for
     --------------------------                                               
          any reason or interruption or curtailment of any service maintained in
          the Building, if caused by strikes, mechanical difficulties, or any
          causes or acts beyond Landlord's control, whether similar or
          dissimilar to those enumerated, shall not entitle Tenant to any claim
          against Landlord or to any abatement in rent, nor shall the same
          constitute constructive or partial eviction, unless Landlord fails to
          take such measures as may be reasonable in the circumstances to
          restore the service or Utility without undue delay. If the Premises
          are rendered untenantable in whole or in part for a period of over
          three (3) full business days, by the making of repairs, replacements
          or additions, other than those made at Tenant's request or caused by
          misuse or neglect by Tenant or Tenant's agents, servants, visitors,
          invitees, licensees or employees or those required by any governmental
          authority due to the nature of Tenant's use of the Premises, there
          shall be a proportionate abatement of rent during the period of such
          untenantability.


                                   SECTION 8
                                   INSURANCE

8.01 LIABILITY INSURANCE: Tenant shall obtain, at its own expense, comprehensive
     --------------------                                                       
          general liability insurance coverage, including blanket contractual
          coverage, against claims for or arising out of bodily injury, death or
          property damage occurring in, on or about the Premises, which policy
          or policies shall name Landlord as an additional insured. The policy
          may be either a dual limit policy in the amounts of $1,000,000 per
          person and $1,000,000 per occurrence for bodily injury and $1,000,000
          per occurrence for property damage or a single limit policy in the
          amount of $1,000,000. Landlord may require that the limits of such
          insurance be increased in reasonably appropriate amounts as may be
          determined by Landlord or any mortgagee of the Building; provided,
          however, that the amount of coverage will not be increased more
          frequently than at one (1) year intervals. Such policy shall be issued
          by an insurance company acceptable to Landlord. The policy procured by
          Tenant under this Subsection 8.01 must provide for at least thirty
          (30) days written notice to Landlord of any cancellation. On or before
          the Commencement Date, Tenant shall deliver to Landlord, at Landlord's
          option, a certificate of insurance or a certified copy of the original
          policy, together with receipts evidencing payment of the premiums
          therefor. Tenant will deliver certificates of renewal for such
          policies to Landlord at least thirty (30) days prior to the expiration
          dates thereof. The insurance provided by Tenant under this Subsection
          8.01 may be in the form of a blanket insurance policy covering other
          properties as well as the Premises; provided, however, that Tenant
          must furnish Landlord with a written statement from the insurer(s)
          under such policy or policies which statement shall (i) specify the
          policy limits of the policy or policies, (ii) state that the Premises
          and this Lease are covered by such policy or policies and (iii) state
          the amount of total insurance allocated to the Premises; provided,
          further, that any such policy or policies of blanket insurance must,
          as to the Premises, otherwise comply as to insurance amounts,
          endorsements, notice of cancellation and coverage with the other
          provisions of this Subsection 8.01.

8.02 INTENTIONALLY OMITTED.
     ----------------------

8.03 INTENTIONALLY OMITTED.
     ----------------------

                                   SECTION 9

                                      -7-
<PAGE>
 
                   PAYMENT FOR SERVICES RENDERED BY LANDLORD

9.01  PAYMENT FOR SERVICES: If Landlord at any time (i) does any work or
      --------------------- 
          performs any service in connection with the Premises, or (ii) supplies
          any materials to the Premises, and the cost of such services, work or
          materials is Tenant's responsibility under the provisions of this
          Lease, Landlord will invoice Tenant for the reasonable cost, payable
          on the next Rent Day or within ten (10) days after delivery of the
          invoice, whichever is later. This Section 9.01 will apply only to any
          such work, service or materials, furnished at Tenant's request,
          whether furnished or caused to be furnished by Landlord, its agents,
          employees or contractors. All amounts payable under this Section 9.01
          will be additional rental and failure by Tenant to pay them when due
          will be a default under this Lease and, in addition to any other
          remedies provided in this Lease upon default, will result in the
          assessment of late charges and interest under Section 5.


                                   SECTION 10
                                USE OF PREMISES

10.01 PERMITTED USES: The Premises will be used and occupied by Tenant for the
      ---------------                                                         
          Permitted Uses and for no other purpose without prior written consent
          of Landlord. Tenant agrees that it will not use or permit any person
          to use the Premises or any part thereof for any use or purposes in
          violation of the laws of the United States, the laws, ordinances or
          other regulations of the state and municipality in which the Premises
          are located, or of any other lawful authorities. During the Term,
          Tenant will keep the Premises and every part thereof in a clean and
          wholesome condition and will comply with all lawful health and police
          regulations and with the Rules and Regulations attached as Rider B.

10.02 RULES AND REGULATIONS: The Landlord may, from time to time, establish
      ----------------------                                               
          reasonable rules and regulations ("Rules and Regulations") for use of
          the Premises, the Building and the Common Areas by Tenant and all
          other persons. Those Rules and Regulations in effect on the date of
          this Lease are attached as Rider B. All such rules and regulations may
          be amended or replaced, at Landlord's option, upon written notice to
          Tenant (sent by mail or otherwise delivered to the Premises). All such
          amendments or replacements shall be deemed to automatically amend and
          replace those Rules and Regulations set forth in Rider B.


                                   SECTION 11
                                     DAMAGE

11.01 DAMAGE: If the Premises are damaged or destroyed in whole or in part by
      -------                                                                
          any fire or other casualty during the Term hereof, Landlord will
          repair and restore the same to good tenantable condition with
          reasonable dispatch, and that the rent herein provided for shall abate
          entirely in case the entire Premises are untenantable and prorata on
          an equitable basis for the portion rendered untenantable, in case a
          part only is untenantable, until the same shall be restored to a
          tenantable condition. The foregoing shall be subject to all of the
          following: (i) if Tenant shall fail to remove its damaged goods,
          wares, equipment or property within a reasonable time, and as a result
          thereof the repairing and restoration is delayed, there shall be no
          abatement of rental during the period of such resulting delay; (ii)
          that if Tenant shall use any part of the Building other than the
          Premises for storage, during the period of repair, a reasonable charge
          shall be made therefor against Tenant; (iii) that in case the Building
          shall be destroyed to the extent of more than one-half (1/2) of the
          value thereof, Landlord may at its option terminate this Lease
          forthwith by a written notice to Tenant stating the date upon which
          this Lease will terminate, but only if all leases in the Building are
          similarly terminated; and (iv) that in case the Premises shall be
          destroyed in whole or in part and Landlord shall fail to repair and
          restore the Premises to good tenantable condition within twelve (12)
          months (including force majeure) of the date of such destruction,
          Tenant may at its option terminate 

                                      -8-
<PAGE>
 
          this Lease forthwith by a written notice to Landlord stating the date
          upon which this Lease will terminate.


                                   SECTION 12
                            MAINTENANCE AND REPAIRS

12.01  MAINTENANCE AND REPAIRS: Landlord will maintain, repair and keep the roof
       ------------------------                                                 
           and all structural, electrical, mechanical and plumbing systems of
           the Building (other than such systems installed by Tenant after the
           Commencement Date) and any other improvements on the land which serve
           the entire Building, including the parking lot, at all times, in good
           appearance and repair. Landlord will also maintain the grounds,
           sidewalks, driveways and parking areas. Landlord assumes the
           responsibility for the operation, security, management, maintenance
           and repair of the Common Area.

12.02  COST OF REPAIRS: From and after the Commencement Date, any repairs,
       ----------------                                                   
           additions or alterations to the Building including any of its systems
           (e.g., plumbing, electrical, mechanical) structural or non-
           structural, or to the Premises, which are required by any law,
           statute, ordinance, rule, regulation or governmental authority or
           insurance carrier, including, without limitation, OSHA, arising out
           of Tenant's use or occupancy of the Premises during the Term, will be
           made by Landlord at Tenant's expense including, without limitation,
           those which require the making of any structural, unforeseen or
           extraordinary changes. The foregoing shall not apply to any such
           repairs, additions or alterations that are required because of use of
           the Building generally as an office building, it being understood and
           agreed that such repair, addition and alteration obligations shall be
           the obligations of Landlord. Tenant agrees to pay the total costs
           incurred by Landlord for repairs made under this Subsection 12.02
           within thirty (30) days after the delivery of an invoice for same.
           All amounts payable under this Section 12.02 will be additional
           rental and failure by Tenant to pay them when due will be a default
           under this Lease and, in addition to any other remedies provided in
           this Lease upon default, will result in the assessment of late
           charges and interest as set forth in Section 5.

12.03  MAINTENANCE: Tenant agrees at its own expense to maintain the Premises
       ------------                                                          
           and all improvements thereto, including any improvements made by
           Tenant, at all times in good appearance and repair, reasonable and
           normal wear and tear, fire and damage caused by the elements, and
           repairs caused by Landlord's failure to make repairs required under
           Section 12.01 excepted.

12.04  JANITORIAL SERVICES: Landlord will provide janitorial services to the
       --------------------                                                 
           Premises.


                                   SECTION 13
                             LEASEHOLD IMPROVEMENTS

13.01  PLANS/ALLOWANCE: Landlord and Tenant agree that the Premises may be
       ----------------                                                   
           improved ("Leasehold Improvements") in accordance with certain plans
           and specifications to be prepared by Tenant or Tenant's agents, which
           plans and specifications shall be subject to Landlord's approval in
           the same manner as provided in Section 14.01.

13.02  INTENTIONALLY OMITTED.
       ----------------------


                                   SECTION 14
                                  ALTERATIONS

14.01  ALTERATIONS: Landlord must review plans for and approve any structural
       ------------                                                          
           alterations, additions, or improvements, exterior or interior, to the
           Premises including alterations made at the request of Tenant.
           Landlord's consent for any interior improvements will not be
           unreasonably 

                                      -9-
<PAGE>
 
           withheld; provided that Landlord's consent to exterior improvements
           may be withheld in Landlord's sole and absolute discretion. Any
           modification of the Premises other than as specifically set forth in
           the Work Agreement as Landlord's expense will be at the expense of
           Tenant. All work will be done in accordance with standards and
           specifications provided by Landlord to Tenant.

14.02  RESTORATION OF PREMISES: All alterations, additions and improvements made
       ------------------------                                                 
           by either of the parties hereto on the Premises will be the property
           of Landlord and will remain on and be surrendered with the Premises
           at the termination of this Lease provided, however, that Tenant shall
           remove, at Landlord's option, all alterations, additions or
           improvements to the Premises (other than normal office tenant
           improvements) made for Tenant during the Term, including without
           limitation, specialty fixtures, if any, and Tenant shall repair all
           damage caused by such removal and restore the Premises to a condition
           which is consistent with the condition of the remainder of the
           Premises at such time.


                                   SECTION 15
                                     LIENS

15.01  LIENS: Tenant will keep the Building, Premises and surrounding land free
       ------                                                                  
           of liens of any sort attributable to the acts of Tenant during the
           Term and will hold Landlord harmless from any liens which may be
           placed on the Building during the Term, Premises or surrounding land
           except those attributable to the acts of Landlord or other tenants;
           provided, however, that nothing herein shall prohibit Tenant from
           providing Landlord with a bond acceptable to Landlord while Tenant is
           contesting any claim giving rise to a lien.


                                   SECTION 16
                                 EMINENT DOMAIN

16.01  EMINENT DOMAIN: If the Premises are taken by any public authority under
       ---------------                                                        
           power of eminent domain, or by private sale in lieu of eminent
           domain, this Lease will terminate as of the date of such taking or
           sale, and Tenant may receive a prorata refund of any rents, deposits
           or other sums paid in advance. Landlord reserves the right, however,
           to elect to demolish, rebuild or reconstruct the Building if the
           portion of the Premises or Building so taken reduces the value of the
           Building by more than one-half, and if Landlord so elects, whether or
           not the Premises are involved in the taking, this Lease may be
           terminated by Landlord on written notice to Tenant (but only if all
           leases in the Building are similarly terminated) and the rent will be
           adjusted to the date Tenant's possession of the Premises is
           terminated. Tenant may terminate this Lease if as a result of a
           taking the square footage of the office space in the Premises is
           reduced by more than twenty percent (20%).

16.02  CONDEMNATION AWARD: The whole of any award or compensation for any
       -------------------                                               
           portion of the Premises taken, condemned or conveyed in lieu of
           taking or condemnation shall be solely the property of and payable to
           Landlord. Nothing herein contained shall be deemed to preclude Tenant
           from seeking at its own cost and expense, an award from the
           condemning authority for loss of its business, the value of any trade
           fixtures or other personal property of Tenant in the Premises or
           moving expenses, provided that the award for such claim or claims
           shall not be in diminution of the award made to Landlord.


                                   SECTION 17
                            ASSIGNMENT OR SUBLETTING

17.01  ASSIGNMENT OR SUBLETTING: Tenant agrees not to assign or in any manner
       -------------------------                                             
           transfer this Lease or any interest in this Lease without the
           previous written consent of Landlord, which consent shall 

                                      -10-
<PAGE>
 
           not be unreasonably withheld, and not to sublet the Premises or any
           part of the Premises or allow anyone to use or to come in, with,
           through or under it without like consent, which consent shall not be
           unreasonably withheld. Upon any attempted unconsented assignment or
           sublease for which consent is required hereunder, Landlord shall have
           the right to terminate this Lease. One such consent will not be
           deemed a consent to any subsequent assignment, subletting, occupation
           or use by any other person. Any sublease of the Premises executed by
           Tenant and a third party must terminate when the Term of this Lease
           expires. The acceptance of rent from an assignee, subtenant or
           occupant will not constitute a release of Tenant from the further
           performance of the obligations of Tenant contained in this Lease. In
           the event of any such assignment or sublease of all or any portion of
           the Premises where the rental or other consideration reserved in the
           sublease or by the assignment exceeds the rental or prorata portion
           of the rental, as the case may be, for such space reserved in this
           Lease, Tenant agrees to pay Landlord monthly, as additional rental,
           on the Rent Day, fifty percent (50%) the excess (after netting out
           Tenant's reasonable expenses for tenant improvements, brokerage fees,
           attorneys' fees and other reasonable out of pocket expenses incurred
           in connection with such assignment or sublease) of the rental or
           other consideration reserved in the sublease or assignment that is
           from time to time received by Tenant over the rental reserved in this
           Lease applicable to the subleased/assigned space. Nothwithstanding
           the foregoing, Tenant shall not be required to obtain Landlord's
           consent in the event of an an assignment of this Lease or subletting
           of all or any portion of the Premises to (i) an entity into which
           Tenant is merged or consolidated or to which all or substantially all
           of Tenant's assets are sold or transferred, or (ii) an entity which
           controls, is controlled by, or is under common control with, Tenant.


                                   SECTION 18
                  INSPECTION AND ALTERATION OF PUBLIC PORTIONS

18.01  INSPECTION: Tenant agrees to permit Landlord and the authorized
       -----------                                                    
           representatives of Landlord to enter the Premises at all times for
           the purpose of inspecting the same.

18.02  RIGHT TO ENTER AND ALTER PREMISES: Upon notice from Landlord, Tenant
       ----------------------------------                                  
           shall permit Landlord to erect, use and maintain pipes and conduits
           in and through the Premises. Landlord or its agents or designees
           shall have the right to enter the Premises, for the purpose of making
           such repairs or alterations as Landlord shall be required or shall
           have the right to make by the provisions of this Lease and, subject
           to the foregoing, shall also have the right to enter the Premises for
           the purpose of exhibiting them to prospective purchasers of the
           Building or to prospective mortgagees or to prospective assignees of
           any such mortgagees, provided Landlord shall give reasonable notice
           (except in case of emergency) to minimize any inconvenience or
           disruption to Tenant. Landlord shall be allowed to take all material
           into and upon the Premises that may be required for the repairs or
           alterations above mentioned without the same constituting an eviction
           of Tenant in whole or in part, and the rent reserved shall in no wise
           abate, except as otherwise provided in this Lease, while said repairs
           or alterations are being made. Landlord shall at all times have and
           retain a key with which to unlock all of the doors in, on or about
           the Premises (excluding Tenant's vaults, safes and similar areas
           designated in writing by Tenant in advance ); and Landlord shall have
           the right to use any and all means which Landlord may deem proper to
           open said doors in an emergency in order to obtain entry to the
           Premises, and any entry to the Premises obtained by Landlord by any
           of said means, or otherwise, shall not under any circumstances be
           construed or deemed to be a forcible or unlawful entry into or a
           detainer of the Premises or an eviction, actual or constructive, of
           Tenant from the Premises, or any portion thereof.

18.03  RIGHT TO SHOW PREMISES: During the twelve (12) months prior to the
       -----------------------                                           
           expiration of the Term of this Lease, Landlord may exhibit the
           Premises to prospective tenants during normal business hours.

                                      -11-
<PAGE>
 
18.04  RIGHT TO ALTER PUBLIC PORTIONS OF BUILDING: Landlord shall have the right
       -------------------------------------------                              
           at any time without thereby creating an actual or constructive
           eviction or incurring any liability to Tenant therefore, to change
           the arrangement or location of entrances, passageways, doors, and
           doorways, corridors, stairs, toilets and other like public service
           portions of the Building. Tenant shall at all times be provided with
           an entrance to the Premises.

18.05  PRIOR NOTICE: In exercising any of Landlord's rights described in
       -------------                                                    
           Sections 18.01, 18.02, 18.03 and 18.04 above, Landlord shall give
           reasonable prior notice (except in case of emergency) to Tenant and
           shall use reasonable efforts to minimize any inconvenience or
           disruption to Tenant.

18.06  NAME OF BUILDING: Subject to Tenant's prior written consent, which shall
       -----------------                                                       
           not be unreasonably withheld, Landlord shall have the right at any
           time to name the Building for any person(s), tenant(s) or entity(s)
           and to change any and all such names at any time thereafter.


                                   SECTION 19
                             FIXTURES AND EQUIPMENT

19.01  LANDLORD'S PROPERTY: All fixtures and equipment paid for by Landlord and
       --------------------                                                    
           all improvements, fixtures and equipment which may be paid for and
           placed on the Premises by Tenant from time to time but which are so
           incorporated and affixed to the Premises that their removal would
           involve damage or structural change to the Premises, will be and
           remain the property of Landlord; provided, however, that any
           specialty fixtures may be removed by Tenant provided that Tenant
           shall repair all damage caused by such removal and restore the
           Premises to a condition which is consistent with the condition of the
           remainder of the Premises at such time.

19.02  TENANT'S PROPERTY: All improvements, furnishings, equipment and fixtures
       ------------------                                                      
           other than those specified in Subsection 19.01, which are paid for
           and placed on the Premises by Tenant from time to time will remain
           the property of Tenant and be removed by Tenant at the expiration of
           the Lease.


                                   SECTION 20
                               NOTICES OR DEMANDS

20.01  NOTICES OR DEMANDS: All bills, notices, statements, communications or
       -------------------                                                  
           demands (collectively, "notices or demands") upon Landlord or Tenant
           desired or required to be given under any of the provisions hereof
           must be in writing. Any such notices or demands from Landlord to
           Tenant will be deemed to have been duly and sufficiently given if a
           copy thereof has been if sent by reputable overnight courier in an
           envelope, or mailed by United States mail in an envelope properly
           stamped, and addressed to Tenant at the address of the Premises or at
           such other address as Tenant may have last furnished in writing to
           Landlord for such purpose. Any such notices or demands from Tenant to
           Landlord will be deemed to have been duly and sufficiently given if
           sent by reputable overnight courier in an envelope, or mailed by
           United States mail in an envelope properly stamped, and addressed to
           Landlord at the address set forth in the Lease Summary or such other
           address as the Landlord may designate in writing from time to time.
           The effective date of such notice or demand will be deemed to be the
           time when delivered to such reputable courier or mailed as herein
           provided, except that when any time period is specified under this
           Lease to commence from notice, such time period shall be deemed to
           commence when such notice was delivered or when delivery was first
           attempted.

                                      -12-
<PAGE>
 
                                   SECTION 21
                          BREACH; INSOLVENCY; RE-ENTRY

21.01  DEFAULT: If any rental payable by Tenant to Landlord remains unpaid for
       --------                                                               
           more than seven (7) days after written notice to Tenant of
           nonpayment, or if Tenant violates or defaults in the performance of
           any of its obligations in this Lease and the violation or default
           continues for a period of thirty (30) days after written notice
           (provided that Tenant shall be given such additional period of time
           as is necessary to cure such default if such default is not
           reasonably susceptible to being cured within such thirty (30) day
           period, provided that Tenant diligently commences such cure and
           diligently continues to pursue the curing of such default), then
           Landlord may (but will not be required to) declare this Lease
           forfeited and the Term ended, or re-enter the Premises, or may
           exercise all other remedies available under Michigan law. Landlord
           will not be liable for damages to person or property by reason of any
           legitimate re-entry or forfeiture. Tenant, by the execution of this
           Lease, waives notice of re-entry by Landlord. In the event of re-
           entry by Landlord without declaration of forfeiture, the liability of
           Tenant for the rent provided herein will not be relinquished or
           extinguished for the balance of the Term, and any rentals prepaid may
           be retained by Landlord and applied against the costs of re-entry, or
           the costs of enforcement of this Lease, including the cost of any
           proceeding under the Federal Bankruptcy Code.

21.02  BANKRUPTCY: If Tenant is adjudged bankrupt or insolvent, files or
       -----------                                                      
           consents to the filing of a petition in bankruptcy under Federal or
           State law, applies for or consents to the appointment of a receiver
           for all or substantially all of its assets, or makes a general
           assignment for the benefit of its creditors, then Tenant shall be in
           default under this Lease and, to the extent from time to time
           permitted by applicable law, including but not limited to the Federal
           Bankruptcy Code, Landlord shall be entitled to exercise all remedies
           set forth in Section 21.01. In a reorganization under Chapter 11 of
           the Federal Bankruptcy Code, the debtor or trustee must assume this
           Lease or assign it within sixty (60) days from the filing of the
           proceeding, or he shall be deemed to have rejected and terminated
           this Lease. Tenant acknowledges that its selection to be the tenant
           hereunder was premised in material part on Landlord's determination
           of Tenant's creditworthiness and the character of its occupancy and
           use of the Premises would be compatible with the nature of the
           Premises and other adjacent properties and tenants of Landlord.
           Therefore, if Tenant, as debtor, or its trustee elects to assume this
           Lease, in addition to complying with all other requirements for
           assumption under the Federal Bankruptcy Code, then Tenant, as debtor,
           or its trustee or assignee, as the case may be, must also provide the
           adequate assurance of future performance, including but not limited
           to a deposit, the amount of which shall be reasonably determined
           based on the duration of time remaining in the Term, the physical
           condition of the Premises at the time the proceeding was filed, and
           such damages as may be reasonably anticipated after reinstatement of
           the Lease.

21.03  RE-LEASING OF PREMISES: In the event of declaration of forfeiture at or
       -----------------------                                                
           after the time of re-entry, Landlord may re-lease the Premises or any
           portion(s) of the Premises for a term or terms and at a rent which
           may be less than or exceed the balance of the term of and the rent
           reserved under this Lease. In such event Tenant will pay Landlord as
           liquidated damages for Tenant's default any deficiency between the
           total rent reserved and the net amount, if any, of the rents
           collected on account of the lease or leases of the Premises which
           otherwise would have constituted the balance of the term of this
           Lease. In computing such liquidated damages, there will be added to
           the deficiency reasonable expenses which Landlord may incur in
           connection with re-leasing, such as legal expenses, attorneys' fees,
           brokerage fees and expenses, advertising and for keeping the Premises
           in good order or for preparing the Premises for re-leasing. Any such
           liquidated damages will be paid in monthly installments by Tenant on
           the Rent Day and any such suit brought to collect the deficiency for
           any month will not prejudice Landlord's right to collect the
           deficiency for any subsequent month by a similar proceeding. In lieu
           of the foregoing computation of liquidated damages, Landlord may
           elect, at its sole option, to receive liquidated damages in one
           payment equal to any deficiency between the total rent reserved
           hereunder and the fair and reasonable rental of the 

                                      -13-
<PAGE>
 
           Premises, both discounted at five percent (5%) per annum to present
           value at the time of declaration of forfeiture.

21.04  FAILURE TO RE-LEASE PREMISES: Whether or not forfeiture has been
       -----------------------------                                   
           declared, Landlord will attempt to re-lease the Premises, however,
           Landlord will not be responsible in any way for failure to re-lease
           the Premises, or in the event that the Premises are re-leased, for
           failure to collect the rent under such re-leasing. The failure of
           Landlord to re-lease all or any part of the Premises will not release
           or affect Tenant's liability for rent or damages.


                                   SECTION 22
                      SURRENDER OF PREMISES ON TERMINATION

22.01  CONDITION OF PREMISES UPON TERMINATION: At the expiration (or earlier
       ---------------------------------------                              
           termination) of the Term, Tenant will surrender the Premises broom
           clean and in as good condition and repair as they were at the
           Commencement Date, reasonable and normal wear and tear, fire and
           damage by the elements, and repairs caused by Landlord's failure to
           make repairs required under Section 12.01 excepted, and promptly upon
           surrender will deliver all keys and building security cards for the
           Premises to Landlord at the place then fixed for payment of rent. All
           reasonable costs and expenses incurred by Landlord in connection with
           repairing or restoring the Premises to the condition called for
           herein, together with the costs, if any, of removing from the
           Premises any property of Tenant left therein, together with
           liquidated damages in an amount equal to the amount of minimum net
           rental plus all other charges which would have been payable by Tenant
           under this Lease if the term of this Lease had been extended for the
           period of time reasonably required for Landlord to repair or restore
           the Premises to the condition called for herein, shall be invoiced to
           Tenant and shall be payable as additional rental within ten (10) days
           of the date of such invoice.

22.02  STORAGE OF TENANT'S PROPERTY: If Tenant fails to remove all its property
       -----------------------------                                           
           (or property of others in its possession) from the Premises on
           termination of this Lease (for any cause), Landlord at its option may
           remove the property in any manner that it chooses and may store the
           property without liability to Tenant for loss, whether based on
           contract, tort or otherwise. Tenant agrees to pay Landlord on demand
           any and all expenses incurred in such removal, including court costs,
           attorneys' fees and storage charges on the property for any length of
           time it is in Landlord's possession. Tenant will indemnify and hold
           Landlord harmless from any claim by third parties with respect to
           property owned or claimed by them, left in the Premises by Tenant,
           and removed by Landlord pursuant to this paragraph. Under no
           circumstances will Landlord be obligated to retain any property left
           in the Premises or in Landlord's possession longer than two (2)
           months after termination of this Lease (for any cause) and Landlord
           may after two (2) months dispose of the property in any manner it
           deems appropriate, including public or private sale or by
           destruction, discard or abandonment and the proceeds of any such sale
           will be applied against any sums due Landlord under this Lease.


                                   SECTION 23
               PERFORMANCE BY LANDLORD OF THE COVENANTS OF TENANT

23.01  TENANT'S FAILURE TO PERFORM: If during the Term Tenant fails to pay any
       ----------------------------                                           
           sum of money, other than rental, required to be paid hereunder or
           fails to perform any act on its part to be performed hereunder and
           such failure shall continue for a period of thirty (30) days after
           written notice from Landlord (or a reasonable period of less than
           thirty (30) days when life, person or property is in jeopardy,
           provided that in all other cases Tenant shall be given such
           additional period of time beyond thirty (30) days as is necessary to
           cure such default if such default is not reasonably susceptible to
           being cured within such thirty (30) day period, provided that Tenant
           diligently commences such cure and diligently continues to pursue the
           curing of such default), Landlord may (but shall not be required to),
           and without waiving or releasing Tenant from any of Tenant's
           obligations, make any such payment or perform any such other act. All

                                      -14-
<PAGE>
 
           sums paid by Landlord and all reasonable incidental costs, including
           without limitation the cost of repair, maintenance or restoration of
           the Premises if so performed by Landlord hereunder, shall be deemed
           additional rental and, together with interest thereon at the rate set
           forth in Section 5.02 from the date of payment by Landlord until the
           date of repayment by Tenant to Landlord, shall be payable to Landlord
           within fifteen (15) days after receipt of invoice by Tenant. On
           default in such payment, Landlord shall have the same remedies as on
           default in payment of rent. The rights and remedies granted to
           Landlord under this Section 23 shall be in addition to and not in
           lieu of all other remedies, if any, available to Landlord under this
           Lease or otherwise, and nothing herein contained shall be construed
           to limit such other remedies of Landlord with respect to any matters
           covered herein.


                                   SECTION 24
                      SUBORDINATION; ESTOPPEL CERTIFICATES

24.01  SUBORDINATION: Tenant agrees, that at Landlord's option, Tenant will
       --------------                                                      
           subordinate this Lease to any construction loans, mortgages, trust
           deeds and ground or underlying leases now or hereafter affecting the
           Premises and to any and all advances to be made thereunder, and to
           the interest and charge thereon, and all renewals, replacements and
           extensions thereon, provided the mortgagee, lessor or trustee named
           in any such mortgages, trust deeds or leases delivers to Tenant a
           commercially reasonable non-disturbance agreement in recordable form
           pursuant to which such party shall recognize the lease of Tenant in
           the event of foreclosure or other enforcement of such instruments if
           Tenant is not in default. Tenant will execute promptly any instrument
           or certificate that Landlord may reasonably request to effectuate
           such subordination, subject to Tenant's receipt of such non-
           disturbance agreement. In addition, Tenant agrees that Landlord may
           from time to time subordinate any construction loans, mortgages,
           trust deeds, ground leases or underlying leases now or hereafter
           affecting the Premises, and any renewals, replacements and extensions
           thereon, to this Lease, and Tenant will execute promptly any
           instrument or certificate that Landlord may reasonably request to
           confirm the superior status of this Lease with respect to such
           subordination. Landlord represents and warrants that as of the date
           hereof there are no construction loans, mortgages, trust deeds and
           ground or underlying leases affecting the Premises for which Tenant
           has not been provided a non-disturbance agreement in the form
           required hereunder.

                                   SECTION 25
                             INTENTIONALLY OMITTED


                                   SECTION 26
                                QUIET ENJOYMENT

26.01  QUIET ENJOYMENT: Landlord agrees that at all times during the Term of
       ----------------                                                     
           this Lease when Tenant is not in default beyond the expiration of any
           applicable grace and cure period after notice, Tenant's quiet and
           peaceable enjoyment of the Premises will not be disturbed or
           interfered with by Landlord or any person claiming by, through, or
           under Landlord.


                                   SECTION 27
                                  HOLDING OVER

27.01  HOLDING OVER: Upon written consent from the Landlord, if Tenant remains
       -------------                                                          
           in possession of the Premises after expiration of this Lease without
           executing a new lease, it will be deemed to be occupying the Premises
           as a tenant from month-to-month (regardless of whether rent is
           reserved annually or monthly hereunder), subject to all the
           provisions of this Lease to the extent that they can be applicable to
           a month-to-month tenancy, except that the minimum 

                                      -15-
<PAGE>
 
           rental for each month (the "Monthly Holdover Rental") will be one
           hundred twenty percent (120%) of the Base Monthly Rental. If without
           Landlord's written consent Tenant remains in possession of the
           Premises after the expiration of this Lease, (a) Tenant shall pay
           Landlord the Monthly Holdover Rental for each month (or portion
           thereof) during such holdover period, and (b) if such possession by
           Tenant continues for more than thirty (30) days after the expiration
           of this Lease, Tenant shall be liable to Landlord for and indemnify
           Landlord against (i) the loss of the benefit of the bargain if any
           tenant obtained by Landlord for all or any part of the Premises (a
           "New Tenant") shall terminate its lease by reason of the holding over
           by Tenant, and (ii) any claim for damages by any New Tenant, provided
           that Landlord gives written notice to Tenant on or after the
           expiration date for this Lease that Landlord intends to enforce such
           indemnification if Tenant does not vacate the Premises within thirty
           (30) days from the date of such notice.



                                   SECTION 28
                         REMEDIES NOT EXCLUSIVE; WAIVER

28.01  REMEDIES: Each and every of the rights, remedies and benefits provided by
       ---------                                                                
           this Lease are cumulative and are not exclusive of any other of said
           rights, remedies and benefits, or of any other rights, remedies and
           benefits allowed by law.

28.02  WAIVER OF COVENANT: One or more waivers of any covenant or condition by
       -------------------                                                    
           Landlord will not be construed as a waiver of a further or subsequent
           breach of the same covenant or condition, and the consent or approval
           by Landlord to or of any act by Tenant requiring Landlord's consent
           or approval will not be deemed to waive or render unnecessary
           Landlord's consent to or approval of any subsequent similar act by
           Tenant.


                                   SECTION 29
                                WAIVER OF CLAIMS

29.01  WAIVER OF CLAIMS: Landlord and Tenant hereby waive any and all right of
       -----------------                                                      
           recovery against each other for any loss or damage caused by fire or
           any of the risks covered by standard fire and extended coverage,
           vandalism and malicious mischief insurance policies.


                                   SECTION 30
                                INDEMNIFICATION

30.01  INDEMNIFICATION: Tenant at its expense will defend, indemnify and save
       ----------------                                                      
           Landlord and its licensees, servants, agents, employees and
           contractors, harmless from any claim for personal injury or property
           damage arising out of any condition of the Premises, the use or
           misuse thereof by Tenant or any other person, the acts or omissions
           of Tenant, its agents, employees or contractors, the failure of
           Tenant to comply with any provision of this Lease, or any other event
           occurring in the Premises, whatever the causes; provided, however,
           that nothing herein shall be construed to require Tenant to defend,
           indemnify and hold harmless Landlord or its licensees, servants,
           agents, employees, and contractors against (i) Landlord's or its
           licensees', servants', agents', employees' and contractors' own acts,
           omissions or neglect, and (ii) any acts or omissions of Tenant prior
           to, or conditions existing as of, the Commencement Date.


                                   

                                      -16-
<PAGE>
 
                                  SECTION 31
                            ASSIGNMENT BY LANDLORD

31.01  ASSIGNMENT BY LANDLORD: The term "Landlord" as used in this Lease so far
       -----------------------                                                 
           as covenants, agreements, stipulations or obligations on the part of
           the Landlord are concerned is limited to mean and include only the
           owner or owners of fee title (or of a ground leasehold interest or
           land contract vendee's interest) to the Premises at the time in
           question, and in the event of any transfer or transfers of the title
           to such fee the Landlord herein named (and in case of any subsequent
           transfers or conveyances the then grantor) will automatically be
           freed and relieved from and after the date of such transfer or
           conveyance of all liability for the performance of any covenants or
           obligations on the part of the Landlord contained in this Lease
           thereafter to be performed.

31.02  LANDLORD'S DEFAULT: If Landlord fails to perform any provision of this
       -------------------                                                   
           Lease upon Landlord's part to be performed, and if as a consequence
           of such default Tenant recovers a money judgment against Landlord,
           such judgment may be satisfied only out of the proceeds of sale
           received upon execution of such judgment and levied thereon against
           the right, title and interest of Landlord in the Building and out of
           rents or other income from such property receivable by Landlord and
           Landlord shall not be personally liable for any deficiency.


                                  SECTION 32
                               SECURITY DEPOSIT

32.01  SECURITY DEPOSIT: Landlord hereby acknowledges the receipt of the
       -----------------                                                
           Security Deposit, if any. If Tenant defaults in any of the provisions
           of this Lease, Landlord may use, apply or retain all or any part of
           the Security Deposit for the payment of rents and/or other charges
           which are the obligation of Tenant under this Lease in default or for
           any other sum which Landlord may expend by reasons of Tenant's
           default, including any damages or deficiency in the releasing of the
           Premises. If Tenant fully complies with all the provisions of this
           Lease, the Security Deposit, or balance thereof, will be returned to
           Tenant without interest after (i) the termination of this Lease, (ii)
           the removal of Tenant, and (iii) the surrender of possession of the
           Premises to Landlord. Unless Landlord is shown evidence satisfactory
           to it that the right to receive the Security Deposit has been
           assigned, Landlord may return the Security Deposit to the original
           Tenant regardless of one or more assignments of the Lease itself.

                                  SECTION 33
                              HAZARDOUS MATERIALS


33.01  NO HAZARDOUS MATERIALS: Tenant covenants that the Premises will not be
       -----------------------                                               
           used by Tenant, or anyone acting by or through Tenant or any of its
           agents, affiliates, subsidiaries, representatives, successors or
           assigns to dispose of, refine, generate, manufacture, produce, use,
           store, handle, treat, transfer, release, process or transport any
           "Hazardous Materials" except in small quantities consistent with
           general office use and in compliance with and in a manner that would
           not reasonably be expected to lead to liability under Environmental
           Laws. Hazardous Materials shall mean all substances (including,
           without limitation, petroleum and any derivative thereof), wastes or
           materials classified as hazardous or toxic under, or otherwise
           regulated under, any applicable "Environmental Laws". "Environmental
           Laws" means any statute, law, regulation or rule, in each case as in
           effect on or prior to the Commencement Date, that has as its
           principal purpose the protection of the environment or natural
           resources.

                                      -17-
<PAGE>
 
33.02  USE OF PREMISES: Tenant shall not cause or permit the Premises to be used
       ----------------                                                         
           to generate, manufacture, refine, transport, treat, store, use,
           handle, dispose of, transfer, produce or process Hazardous Materials,
           except in small quantities consistent with general office use and in
           compliance with and in a manner that would not reasonably be expected
           to lead to liability under Environmental Laws, nor shall Tenant cause
           or permit, as a result of any intentional or unintentional act or
           omission on the part of Tenant or any of its agents, affiliates,
           subsidiaries, representatives, successors or assigns, a release of
           Hazardous Materials onto, under or from, the Premises. Tenant agrees
           to promptly deliver to the Landlord copies of all notices received by
           Tenant from any federal, state or local authority regarding
           environmental problems affecting the Premises. The provisions hereof
           shall be in addition to any and all other obligations and liabilities
           Tenant may have to the Landlord in common law and shall survive
           termination of this Lease and the satisfaction of all other
           obligations of Tenant hereunder.

33.03  PRESENCE OF HAZARDOUS MATERIALS/INDEMNITY: If Tenant fails to comply with
       ------------------------------------------                               
           this Section 33 or if Hazardous Materials are present at, on or under
           or migrate from the Premises after the Commencement Date by Tenant's
           breach of Section 33.02 or by an act or omission of Tenant or any of
           its agents, affiliates, subsidiaries, representatives, successors or
           assigns after the Commencement Date, Tenant shall: (i) conduct and
           complete all investigations, studies, sampling and testing, and all
           remedial, removal and other actions necessary to clean up and remove
           such Hazardous Materials on, under, from or affecting the Premises in
           accordance with all applicable Environmental Law ("Remediation
           Activities"); provided that, Tenant shall (A) keep Landlord informed
           of any Remediation Activities being planned or conducted and shall
           provide sufficient notice of such Remediation Activities to enable
           Landlord to comment thereon, (B) consider in good faith any comments
           by Landlord regarding Remediation Activities and (C) secure state
           approval (if and to the extent applicable state procedures provide
           for such) upon completion of any Remediation Activities in a form
           reasonably acceptable to Landlord; and (ii) defend, indemnify and
           hold harmless Landlord, its employees, agents, officers and directors
           from and against any claims, demands, penalties, fines, liabilities,
           settlements, damages, costs or expenses of whatever kind or nature,
           known or unknown, contingent or otherwise, arising out of or in any
           way related to: (A) the presence, disposal, release or threatened
           release of any Hazardous Materials on, over, under, from or affecting
           the Premises or the soil, water, vegetation, buildings, personal
           property, persons or animals thereon; (B) any personal injury
           (including wrongful death) or property damage (real or personal)
           arising out of or related to such Hazardous Materials; (C) any
           lawsuit brought or threatened, settlement reached or government order
           relating to such Hazardous Materials; or (D) any violation of laws,
           orders, regulations, requirements or demands of government
           authorities, or any policies or requirements of Landlord, which are
           based upon or in any way related to such Hazardous Materials,
           including, without limitation, attorney's and consultant's fees,
           investigation and laboratory fees, court costs and litigation
           expenses. In no event shall Tenant have any liability for: (i) any
           act of negligence of the Landlord or its agents, affiliates,
           subsidiaries, representatives, successors or assigns, (ii) conditions
           not in existence on such date as Landlord, its successors or assigns,
           re-takes possession of the Premises; or (iii) conditions aggravated
           or worsened by Landlord, or its agents, affiliates, subsidiaries,
           representatives, successors, assigns or any third party, after such
           date as Landlord or its successors and assigns re-takes such
           possession. Tenant shall have the right to contest in good faith the
           applicability or any alleged violation of any Environmental Law. In
           any event, provided enforcement is stayed, there shall be no
           liability with respect to any Remediation Activities until Tenant's
           rights to appeal any governmental order (state or federal) relating
           to such Remediation Activities shall have been exhausted, waived, or
           terminated, provided that nothing herein shall alter Tenant's
           obligations pursuant to Section 15.01 with respect to liens. If
           Hazardous Materials are present at, on or under or migrate from the
           Premises (i) by an act or omission of Landlord, any tenant other than
           Tenant or any of Landlord's agents, affiliates, subsidiaries,
           representatives, successors or assigns or (ii) prior to the
           Commencement Date, Landlord shall defend, indemnify and hold harmless
           Tenant, its employees, agents, officers and directors from and
           against any claims, demands, penalties, fines, liabilities,
           settlements,

                                       -18-
<PAGE>
 
           damages, costs or expenses of whatever kind or nature, known or
           unknown, contingent or otherwise, arising out of or in any way
           related to: (A) the presence, disposal, release or threatened release
           of any such Hazardous Materials on, over, under, from or affecting
           the Premises or the soil, water, vegetation, buildings, personal
           property, persons or animals thereon; (B) any personal injury
           (including wrongful death) or property damage (real or personal)
           arising out of or related to such Hazardous Materials; (C) any
           lawsuit brought or threatened, settlement reached or government order
           relating to such Hazardous Materials; or (D) any violation of laws,
           orders, regulations, requirements or demands of government
           authorities which are based upon or in any way related to such
           Hazardous Materials, including, without limitation, attorney's and
           consultant's fees, investigation and laboratory fees, court costs and
           litigation expenses; provided, however, that nothwithstanding
           anything herein to the contrary, in no event shall Landlord have any
           liability for: (i) any act of negligence of Tenant or its agents,
           affiliates, subsidiaries, representatives, successors or assigns,
           (ii) any act or omission of Tenant or its agents, affiliates,
           subsidiaries, representatives, successors or assigns prior to
           Commencement Date, or (iii) conditions aggravated or worsened by
           Tenant, or its agents, affiliates, subsidiaries, representatives,
           successors or assigns.

                                  SECTION 34
                         MOVEMENT OF TENANT'S PROPERTY

34.01  MOVING TENANT'S PROPERTY: All activities of Tenant in connection with (a)
       -------------------------                                                
           Tenant's move into the Premises at the commencement of this Lease,
           (b) the movement of equipment, furniture or other bulky items into,
           out of or within the Premises during the Term, or (c) Tenant's move
           out of the Premises at any time (whether or not on the termination of
           this Lease) will be subject to the following:

       A.  DESIGNATED ACCESS: All furniture, equipment and all other items of
           ------------------                                                
           personal property being moved or transferred will enter and leave the
           Building solely through and by way of such area or entrance as may be
           designated from time to time by Landlord for such purposes;

       B.  TENANT RESPONSIBLE: Tenant will be responsible for the active
           -------------------                                          
           supervision (on-site) of all workmen and others performing the move,
           and will indemnify and hold harmless Landlord against and from all
           liability for damage to property (whether belonging to Landlord,
           other tenants or any other person) and injuries to persons in
           connection with the move and the actions, or failure to act, of or by
           those performing the move;

       C.  DAMAGE: Tenant will be responsible for any damage to the Building,
           -------
           the Common Areas, the Premises, or the premises and property of other
           tenants, caused by or incurred in connection with the move or the
           activities connected therewith. Landlord will perform such
           inspection(s) as Landlord in its sole discretion determines to be
           appropriate, and will invoice Tenant for the costs of repair of all
           such damage or the replacement, if necessary, of damaged items. All
           determinations of the extent of damage and the costs of repair or
           replacement will be made by Landlord in the exercise of its
           reasonable discretion. The invoiced sums will constitute amounts
           included within and payable under Section 9, above.


                                  SECTION 35
         NON-TERMINABILITY, COMPLIANCE WITH LAWS, COSTS, SEVERABILITY

35.01  NON-TERMINABILITY: Except as otherwise specifically provided in this
       ------------------                                                  
           Lease, this Lease shall neither terminate nor shall Tenant have any
           right to terminate this Lease or to be released, relieved or
           discharged from any obligations or liabilities hereunder for any
           reason whatsoever, including, without limitation:

                                       -19-
<PAGE>
 
       A. DAMAGE: Any damage to, or destruction of, the Premises or any portion
          -------                                                              
          thereof.

       B. CONDEMNATION: Any condemnation, confiscation, requisition or other
          -------------                                                     
          taking or sale of the possession, use, occupancy or title to the
          Premises or any portion thereof.

       C. OMISSION: Any action, omission or breach on the part of Landlord under
          ---------                                                             
          this Lease or under any other agreement at the time existing between
          Landlord and Tenant.

       D. OTHER CLAIMS: Any claim as a result of any other business dealings of
          -------------                                                        
          Landlord and Tenant.

       E. IMPOSSIBILITY: The impossibility or illegality of performance by
          --------------                                                  
          Landlord or Tenant or both.

       F. FORCE MAJEURE: Force majeure.
          --------------               

       G. GOVERNMENTAL ACTION: Any action or threatened or pending action of any
          --------------------                                                  
          court, administrative agency or other governmental authority.

Except as otherwise specifically provided in this Lease, Tenant shall remain
       obligated under this Lease in accordance with its terms, and will not
       take any action to terminate, rescind or avoid this Lease for any reason,
       notwithstanding any bankruptcy, insolvency, reorganization, composition,
       readjustment, liquidation, dissolution or other proceeding affecting
       Landlord or any assignee of Landlord or any action with respect to this
       Lease which may be taken by any receiver, trustee or liquidator (or other
       similar official) or by any court. All payments by Tenant hereunder shall
       be final and Tenant will not seek to recover any such payment or any part
       thereof for any reason. Tenant waives all rights now or hereafter
       conferred by statute or otherwise to quit, terminate or surrender this
       Lease, or to any abatement, suspension, deferment, diminution or
       reduction of rent, additional rent or other amounts payable by Tenant
       hereunder, or for damage, loss, cost or expense suffered by Tenant, on
       account of any of the reasons referred to herein or otherwise.
       Notwithstanding anything to the contrary contained in this Lease,
       provided that Tenant is not in default under this Lease beyond the
       expiration of any applicable grace and cure period after notice, in the
       event the Premises are rendered substantially untenantable (other than in
       the event of casualty or condemnation) through no fault of Tenant for a
       period in excess of (i) thirty (30) consecutive days (or three (3) days
       if the second sentence of Section 7.07 is applicable), Tenant shall be
       entitled to a proportionate abatement of rent during the period of such
       untenantability, and (ii) twelve (12) consecutive months, Tenant shall
       have the right to terminate this Lease.

                                  SECTION 36
                      ENTIRE AGREEMENT; MERGER AGREEMENT

36.01  ENTIRE AGREEMENT: MERGER AGREEMENT This Lease and the Riders attached
       ----------------------------------                                   
          hereto which are hereby incorporated herein and form a part hereof,
          together with the Merger Agreement, set forth all of the covenants,
          agreements, stipulations, promises, conditions and understandings
          between Landlord and Tenant concerning the Premises and there are no
          covenants, agreements, stipulations, promises, conditions or
          understandings, either oral or written, between them concerning the
          Premises other than in the Merger Agreement and herein set forth.
          Prior to the Commencement Date, Tenant was affiliated with Landlord
          and Tenant and certain of its other affiliates occupied the Premises.
          As of the Commencement Date, a change of control of Tenant was
          effectuated by merger. Accordingly, notwithstanding anything expressed
          or implied in this Lease to the contrary, references in this Lease to
          "Tenant," or to acts or omissions or obligations of Tenant, its
          agents, representatives, officers, employees, contractors, successors
          and assigns shall be deemed to refer only to periods subsequent to the
          Commencement Date except where such reference explicitly indicates
          otherwise, and Tenant shall have no liability hereunder for periods
          prior to the Commencement Date, all with the same effect as if Tenant
          first occupied the Premises on the Commencement Date. However, nothing
          contained herein shall in any way affect or

                                      -20-
<PAGE>
 
           vitiate any provisions of the Merger Agreement, and in the event of
           any inconsistency between this Lease and the Merger Agreement, the
           Merger Agreement shall control.


                                  SECTION 37
                                   RECORDING

37.01  RECORDING: This Lease shall not be recorded by Tenant; however, Tenant
       ----------                                                            
           shall have the right to file or record a memorandum of lease or
           affidavit of claim with respect to this Lease or the Premises. At
           Landlord's option, Landlord may record this Lease. Upon either
           party's request, the other party shall execute and deliver to the
           requesting party a memorandum of lease or affidavit of claim for
           recording by the requesting party.


                                  SECTION 38
                                    GENERAL

38.01  GENERAL TERMS: Many references in this Lease to persons, entities and
       --------------                                                       
           items have been generalized for ease of reading. Therefore, reference
           to a single person, entity or item will also mean more than one
           person, entity or thing whenever such usage is appropriate.
           Similarly, pronouns of any gender should be considered
           interchangeable with pronouns of other genders.

38.02  JOINT AND SEVERAL: In the event more than one party signs this Lease as
       ------------------                                                     
           Tenant such parties shall be both jointly and severally liable for
           payment of amounts due hereunder and performance of the terms and
           conditions hereof. This Lease may be enforced by Landlord against any
           of such parties at Landlord's sole discretion. Each Tenant consents
           to the in personam jurisdiction of the Michigan Courts located in
           Washtenaw County, Michigan and the United States Federal Court for
           the Eastern District of Michigan.

38.03  CAPTIONS: Captions to sections and paragraphs are provided solely for the
       ---------                                                                
           sake of convenience and shall have no substantive effect whatsoever.

38.04  AMENDMENTS: This lease can be modified or amended only by a written
       -----------                                                        
           agreement signed by Landlord and Tenant.

38.05  BINDING LEASE: All provisions of this Lease are and will be binding on
       --------------                                                        
           the heirs, executors, administrators, personal representatives,
           successors and assigns of Landlord and Tenant.

38.06  GOVERNING LAW: The laws of the State of Michigan will control in the
       --------------                                                      
           construction and enforcement of this Lease.

           It is hereby agreed between Landlord and Tenant that the Second
       Amended and Restated Lease for Phase I through Phase V between Landlord
       and Tenant dated November 24, 1997, is terminated effective the date
       hereof and shall be no longer in force or effect as of said date.

           This Lease may be signed in any number of counterparts, each of which
       shall be an original, with the same effect as if the signature thereto
       and hereto were upon the same instrument.

                                      -21-
<PAGE>
 
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day
and year first above written.


                           LANDLORD:
                       
                           DOMINO'S FARMS OFFICE PARK
                           LIMITED PARTNERSHIP
                           (a Michigan limited partnership)
                       
                       
                           By:  DOMINO'S FARMS HOLDING LLC
                                (A Michigan limited liability company)
                                Its General Partner
                       
                                By:   DOMINO'S FARMS ENTERPRISES
                                      LIMITED PARTNERSHIP
                                      (a Michigan limited partnership)
                                      Its Managing Member
                       
                                      By:  /s/ Thomas S. Monaghan
                                           ----------------------
                                           THOMAS S. MONAGHAN
                                           Its General Partner
WITNESS
 
/s/ Jeffrey Randolph
------------------------------

/s/ Dianne Anderson
------------------------------



WITNESS:                      TENANT:

                                      -22-
<PAGE>
 
                                     DOMINO'S PIZZA, INC.
                                     (a Michigan corporation)
                                   
/s/                                  By:  /s/ Harry J. Silverman
------------------------------            ------------------------------
                                          Name: Harry J. Silverman
                                          Its:  Vice President
/s/ Peter S. Bevacqua
------------------------------

                                      -23-
<PAGE>
 
                                    RIDER A
                                OFFICE LOCATION


Current Space (Occupied by)
-------------              

Per attached drawing

                                      -24-
<PAGE>
 
                                    RIDER B
                             RULES AND REGULATIONS

     The Landlord, or the Agent of the Landlord, as the case may be, reserves
the right to make such other further and reasonable rules and regulations as in
its judgment may from time to time be necessary or desirable for the safety and
preservation of good order and prestige therein.

     Wherever the word "Tenant" occurs, it is understood and agreed that it
shall mean Tenant's employees, agents, clerks, servants and visitors. Wherever
the word "Landlord" occurs, it is understood and agreed that it shall mean
Landlord's assigns, agents, clerks, servants and visitors.

1.   No sign, picture, lettering, notice or advertisement of any kind shall be
          painted, taped or displayed on or from the windows, doors, roof or
          outside wall of the premises. Landlord shall have the right to approve
          all signs, exhibits and displays to be made by Tenant in and from
          common areas of the building. All of Tenant's interior sign painting
          or lettering shall be approved by Landlord and the cost thereof shall
          be paid by Tenant. Notwithstanding the foregoing, Tenant shall be
          permitted to maintain all signage in existence on the date hereof.

2.   No electric or other wires for any purpose shall be brought into the
          premises without Landlord's written permission specifying the manner
          in which same may be done. This shall prohibit use of hot plates
          (cooking) and only approved electric percolators or coffee makers
          shall be permitted. No boring, cutting or stringing of wire shall be
          done without Landlord's prior written consent. Tenant shall not
          disturb or in any way interfere with the electric light fixtures, and
          all work upon or alterations to the same shall be done by persons
          authorized by Landlord.

3.   Water closets and other toilet fixtures shall not be used for any purpose
          other than that for which the same is intended, and any damage
          resulting to same from Tenant's misuse shall be paid for by Tenant. No
          person shall waste water by interfering or tampering with the faucets
          or otherwise.

4.   No person shall disturb the occupants of this or adjoining buildings or
          premises by the use of radios, television sets, loud speakers, or
          musical instruments, or by making loud or disturbing noises.

5.   No bicycle or other vehicle and no pets shall be allowed in offices, hall,
          corridors or elsewhere in the building.

6.   No floor load exceeding an average rate of 60 pounds of live load per
          square foot of floor area can be allowed. Tenant's business machines
          and mechanical equipment which cause vibration or noise that may be
          transmitted to the building structure or to any other leased space in
          the building shall be placed and maintained by Tenant in settings of
          cork, rubber, spring or other types of vibration eliminators
          sufficient to reduce to an appropriate level such vibration or noise.

7.   Any safe, vault, heavy equipment, furniture, or machinery moved in or out
          of the premises shall be moved in such manner and at such times as
          Landlord shall in each instance approve, which approval shall not be
          unreasonably withheld.

8.   No additional lock or locks shall be placed on any door in the building
          without Landlord's prior written consent. Upon the termination of this
          Lease, the Tenant shall surrender to Landlord all keys and card access
          to the premises. A twenty-five dollar fine will be imposed for each
          key or card access not returned to Landlord.

9.   Tenant shall not install or operate any steam or gas engine or boiler, or
          carry on any mechanical business on said premises, or use oil burning
          fluids or gasoline for heating or lighting or for any other purpose.
          No article deemed extra hazardous on account of fire or other
          dangerous properties, or any explosive, shall be brought into said
          premises.

                                      -25-
<PAGE>
 
10.  The premises shall not be used for lodging or sleeping, or for any immoral
          or illegal purposes.

11.  Any newspaper, magazine or other advertising done from the said premises or
          referring to the said premises, Domino's Farms or Prairie House, which
          in the reasonable opinion of the Landlord is objectionable, shall be
          immediately discontinued upon notice from the Landlord.

12.  The sidewalk, entry, passage hall and stairway shall not be obstructed or
          used for any purpose other than those of ingress and egress without
          the express written consent of the Landlord.

13.  Window coverings other than those which may be provided by Landlord, either
          inside or outside of the windows, may only be installed with the
          Landlord's prior written consent, which consent shall not be
          unreasonably withheld, and must be furnished, installed and maintained
          at the expense of the Tenant and at Tenant's risk, and must be of such
          shape, color, material, quality and design as may be prescribed by the
          Landlord. Tenant shall exercise reasonable care in placing furniture,
          equipment, etc. in such a position as to not obstruct the windows.

14.  Tenant will exercise reasonable discretion with regard to thermostat
          settings within the tenant space. Acceptable temperatures for heating
          will not exceed 72 degrees or fall below 68 degrees for cooling.

15.  Tenant will be responsible for vending service located within the tenant
          premises. Landlord will reasonably approve vending contractors within
          the building. Tenant will coordinate vending installation with
          Landlord.

16.  Domino's Farms Prairie House is a smoke free building; smoking of cigars,
          pipes and cigarettes are not allowed inside the building.

17.  Subject to the terms of the Lease between Tenant and Landlord, Landlord
          will provide normal heating, ventilation and air conditioning as
          reasonably required by prevailing weather conditions to the leased
          premises.

18.  Periodic fire drills and emergency evacuation drills (to include severe
          weather) will be conducted by the building Security Department. Tenant
          participation is mandatory.

                                      -26-
<PAGE>
 
                                    RIDER C
                             ADDITIONAL PROVISIONS


1.   PARKING SPACES
     --------------

     Tenant shall be provided a minimum of twelve (12) parking spaces in the
     parking lot adjacent to Lobby G.

2.   OPTIONS TO RENEW
     ----------------

     (a) First Extended Term
         -------------------

     Tenant may extend the term of this Lease for one additional term consisting
     of five (5) years (the "First Extended Term ") upon expiration of the
     initial Term, provided that Tenant is not then in default beyond the
     expiration of any applicable grace and cure period after notice.

     The First Extended Term shall be upon the same conditions as provided in
     this Lease, except that (i) the Base Annual Rent for the First Extended
     Term shall be as follows:

<TABLE>
<CAPTION>
          Year                           Base Annual Rent
          ----                           ----------------
          <S>                            <C>            
          Year 6                             $4,668,913 
          Year 7                             $4,793,410 
          Year 8                             $4,936,510 
          Year 9                             $5,053,852 
          Year 10                            $5,189,797  
</TABLE>

     , and (ii) in addition to the payment of Base Annual Rent, Tenant shall
     during the First Extended Term pay to Landlord for the use of the fitness
     center a reasonable price or fee which the Landlord may then be charging to
     Tenant and the other tenants in the Building on a prorata basis (based upon
     the rentable square feet of the Premises in relation to the rentable square
     feet of all of Domino's Farms), which amount shall be payable in equal
     monthly installments on each Rent Day; provided, however that Tenant shall
     not be obligated to pay such price or fee at such times as Tenant provides
     Landlord with written notice  that it elects not to use such fitness center
     during the First Extended Term.  The Tenant shall exercise the option for
     the First Extended Term by notifying the Landlord in writing at least 180
     days before the current Term expires. Upon such exercise this Lease shall
     be deemed to be extended without the execution of any further lease or
     other instrument, except for any instrument that may be prepared by
     Landlord to confirm the agreement of the parties, which Tenant agrees to
     execute and deliver to Landlord promptly on request.  Time shall be of the
     essence with respect to the exercise of such option by Tenant.

     (b) Second Extended Term
         --------------------

     Tenant may extend the Term of this Lease for a second additional term
     consisting of five (5) years (the "Second Extended Term ") upon expiration
     of the First Extended Term, provided that Tenant (i) has exercised its
     option for the First Extended Term, and (ii) is not then in default beyond
     the expiration of any applicable grace and cure period after notice.

     The Second Extended Term shall be upon the same conditions as provided in
     this Lease, except that (i) the Base Annual Rent for the Second Extended
     Term shall be the fair market rent for the Premises (the "FMV") on the date
     which is nine years, two hundred ten days after the Commencement Date (the
     "Rent Appraisal Date"), and (ii) in addition to the payment of Base Annual
     Rent, Tenant shall during the Second Extended Term pay to Landlord for the
     use of the fitness center a reasonable price or fee which the Landlord may
     then be charging to Tenant and the other tenants in the Building on 

                                      -27-
<PAGE>
 
     a prorata basis (based upon the rentable square feet of the Premises in
     relation to the rentable square feet of all of Domino's Farms), which
     amount shall be payable in equal monthly installments on each Rent Day;
     provided, however that Tenant shall not be obligated to pay such price or
     fee at such times as Tenant provides Landlord with written notice that it
     elects not to use such fitness center during the Second Extended Term.

     The Tenant shall exercise the option for the Second Extended Term by
     notifying the Landlord in writing at least 180 days before the First
     Extended Term expires. Upon such exercise this Lease shall be deemed to be
     extended without the execution of any further lease or other instrument,
     except for any instrument that may be prepared by Landlord to confirm the
     agreement of the parties, which Tenant agrees to execute and deliver to
     Landlord promptly on request. Time shall be of the essence with respect to
     the exercise of such option by Tenant.

     The FMV shall be determined by the mutual written agreement of Landlord and
     Tenant. In the event that Landlord and Tenant shall not have reached mutual
     agreement as to the FMV on or before the sixtieth (60th) day following the
     Rent Appraisal Date, but Landlord's determination of the FMV is less than
     five percent (5%) greater than Tenant's determination of the FMV (which
     respective determinations shall be based on blind written bids submitted at
     the end of the sixty (60) day period by each of Landlord and Tenant to the
     other), the FMV will be the average of Landlord's and Tenant's respective
     determinations. In the event that Landlord and Tenant shall not have
     reached mutual agreement as to the FMV on or before the sixtieth (60th) day
     following the Rent Appraisal Date and Landlord's determination of the FMV
     is more that five percent (5%) greater than Tenant's determination of the
     FMV, then Landlord and Tenant each shall, no later than the seventy-fifth
     (75th) day following the Rent Appraisal Date, select a Real Estate
     Appraiser, as hereinafter defined. If either party shall fail to so appoint
     a Real Estate Appraiser, the one Real Estate Appraiser so appointed shall
     proceed to determine the FMV. In the event that the Real Estate Appraisers
     selected by Landlord and Tenant agree as to the FMV, said determination
     shall be binding on Landlord and Tenant. In the event that the Real Estate
     Appraisers selected by Landlord and Tenant cannot agree as to the FMV on or
     before the one hundred fifth (105th) day following the Rent Appraisal Date,
     then said Real Estate Appraisers shall each designate his or her
     calculation of FMV and shall jointly select a third Real Estate Appraiser,
     provided that if they cannot agree on the third Real Estate Appraiser on or
     before the one hundred twentieth (120th) day following the Rent Appraisal
     Date, then said third Real Estate Appraiser shall be selected by the
     President of the American Arbitration Association of Southfield, Michigan
     (or any successor thereto). The third Real Estate Appraiser shall designate
     his or her calculation of FMV no later than the one hundred fiftieth
     (150th) day following the Rent Appraisal Date and the average of the three
     FMV's designated by the three Real Estate Appraisers shall be the FMV as
     determined hereunder, except that for the purpose of such averaging each
     and every designated FMV which varies by more than ten percent (10%) from
     the amount which is the average of the other two (2) designated FMV's shall
     be ignored (it being understood that if two (2) designated FMV's so vary,
     the remaining designated FMV shall be the FMV as determined hereunder). The
     term "Real Estate Appraiser" shall mean a fit and impartial person having
     not less than five (5) years experience as an appraiser of leasehold
     estates relating to first class office space in Ann Arbor, Michigan. The
     appraisal shall be conducted in accordance with the provisions of this
     Section and, to the extent not inconsistent herewith, in accordance with
     the prevailing rules of the American Arbitration Association in Michigan or
     any successor thereto. The final determination of the Real Estate
     Appraiser(s) shall be in writing and shall be binding and conclusive upon
     the parties, each of which shall receive counterpart copies thereof. In
     rendering such decision the Real Estate Appraiser(s) shall not add to,
     subtract from or otherwise modify the provisions of this Lease. The fees
     and expenses of the Real Estate Appraisers shall be shared equally by
     Landlord and Tenant.

     In rendering the determination of FMV the real estate appraiser(s) shall
     assume or take into consideration as appropriate all of the following: (1)
     Landlord and Tenant are typically motivated; (2) the Landlord and
     prospective Tenant are well informed and well advised and each is acting in
     what it considers its own best interest; (3) a reasonable time under then-
     existing market conditions is allowed for exposure of the Premises on the
     open market; (4) the rent is unaffected by any obligation of Landlord to
     pay brokerage commissions or tenant improvement allowances, or by
     concessions, special financing amounts and/or terms, or unusual services,
     fees, costs or credits in

                                      -28-
<PAGE>
 
     connection with the leasing transaction; (5) the Premises are fit for
     immediate occupancy and use "as is" and require no additional work by
     Landlord and that no work has been carried out therein by the Tenant, its
     subtenant, or their predecessors in interest during the Term which has
     diminished the rental value of the Premises; (6) in the event the Premises
     have been destroyed or damaged by fire or other casualty, they have been
     fully restored; (7) that the Premises are to be let with vacant possession
     and subject to the provisions of this Lease; and (8) market rents then
     being charged for comparable space in other similar office buildings in the
     same area, provided that arm's-length leases of space in the Building
     during the preceding year shall be the best evidence of FMV. In rendering
     such decision and award, the arbitrators shall not modify the provisions of
     this Lease. The decision and award of the reals estate appraisers shall be
     in writing and shall be final and conclusive on all parties and counterpart
     copies thereof shall be delivered to each of said parties. Judgment may be
     had on the decision and award of the arbitrators so rendered in any court
     of competent jurisdiction.
 
3.   RIGHT OF FIRST OFFER FOR ADDITIONAL SPACE
     -----------------------------------------

     Tenant shall have the right of first offer with respect to leasing
     additional space in Phase 1, Phase 2 and Phase 3 of the Building as such
     space ("Additional Space") becomes available for leasing by the Landlord,
     provided that (1) this Lease is then in full force and effect, and (2) at
     least one (1) year of its term then remain (or, if less than one (1) year
     remain, Tenant has given notice of its option to extend the initial term of
     this Lease).

     Landlord shall notify (the "Offer Notice") Tenant when Additional Space
     becomes available for leasing and the terms and conditions (including
     without limitation, provisions for increase in rent and additional rent,
     provided that the expiration date for the lease of such Additional Space
     shall be coterminous with this Lease) upon which Landlord is willing to
     lease the Additional Space to Tenant (the "Offer Terms"), and Tenant shall
     then have 30 days to notify Landlord that it agrees to lease all (but not
     less than all, unless Landlord agrees to lease only part of the Additional
     Space to Tenant) of the Additional Space on the Offer Terms.

     If Tenant declines to accept all (or such lesser amount as Landlord may
     approve, which approval shall not be unreasonably withheld provided that
     (i) Tenant pays for all costs incurred to reconfigure the Additional Space,
     and (ii) the portion of the Additional Space which Tenant proposes to lease
     such be located entirely at one end of the Additional Space) of the
     Additional Space on the Offer Terms, or fails to reply to Landlord's notice
     of the availability of Additional Space within the 30 day period specified
     above, Tenant's right to lease the Additional Space which is the subject of
     the offer shall expire and Landlord may lease the Additional Space to any
     other party on terms no less favorable to Landlord than those contained in
     the Offer Terms, without further liability to Tenant; provided, however,
     that if within 180 days from the date of the Offer Notice Landlord fails to
     consummate a lease of the Additional Space to any other party on terms no
     less favorable to Landlord as aforesaid, then the provisions of this
     Paragraph 3 shall again apply.

     If Tenant agrees by reply notice to lease all (or such lesser amount in
     accordance with the immediately prior sentence) of the Additional Space
     offered on the Offered Terms, Landlord and Tenant shall promptly enter into
     a modification of this Lease to incorporate the subject space into this
     Lease.

                                      -29-