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                                 200 WEST ADAMS

                           STANDARD FORM OFFICE LEASE

                                     BETWEEN

        EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership
                                  ("LANDLORD")

                                       AND

               ADVANCED HEALTH CORPORATION, a Delaware corporation
                                   ("TENANT")

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I.           Basic Lease Information; Definitions .........................   1
II.          Lease Grant ..................................................   3
III.         Adjustment of Commencement Date/Possession ...................   3
IV.          Rent .........................................................   4
V.           Use ..........................................................   8
VI.          Security Deposit .............................................   9
VII.         Services to be Furnished by Landlord .........................   9
VIII.        Leasehold Improvements .......................................  10
IX.          Graphics .....................................................  10
X.           Repairs and Alterations ......................................  10
XI.          Use of Electrical Services by Tenant .........................  12
XII.         Entry by Landlord ............................................  12
XIII.        Assignment and Subletting ....................................  13
XIV.         Liens ........................................................  14
XV.          Indemnity and Waiver of Claims ...............................  14
XVI.         Tenant's Insurance ...........................................  15
XVII.        Subrogation ..................................................  16
XVIII.       Landlord's Insurance .........................................  17
XIX.         Casualty Damage ..............................................  17
XX.          Demolition ...................................................  17
XXI.         Condemnation .................................................  18
XXII.        Events of Default ............................................  18
XXIII.       Remedies .....................................................  19
XXIV.        LIMITATION OF LIABILITY ......................................  21
XXV.         No Waiver ....................................................  21
XXVI.        Event of Bankruptcy ..........................................  21
XXVII.       Waiver of Jury Trial .........................................  22
XXVIII.      Relocation ...................................................  22
XXIX.        Holding Over .................................................  22
XXX.         Subordination to Mortgages; Estoppel Certificate .............  23
XXXI.        Attorneys' Fees ..............................................  23
XXXII.       Notice .......................................................  23
XXXIII.      Landlord's Lien ..............................................  24
XXXIV.       Excepted Rights ..............................................  24
XXXV.        Surrender of Premises ........................................  25
XXXVI.       Miscellaneous ................................................  25
XXXVII.      Entire Agreement .............................................  27


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                             OFFICE LEASE AGREEMENT

      This Office Lease Agreement (the "Lease") is made and entered into as of
the 16 day of April, 1999, by and between EOP OPERATING LIMITED PARTNERSHIP, a
Delaware limited partnership ("Landlord") and ADVANCED HEALTH CORPORATION, a
Delaware corporation ("Tenant").

I. Basic Lease Information; Definitions.

      A.    The following are some of the basic lease information and defined
            terms used in this Lease.

            1.    "Additional Base Rental" shall mean Tenant's Pro Rata Share of
                  Basic Costs and any other sums (exclusive of Base Rental) that
                  are required to be paid by Tenant to Landlord hereunder, which
                  sums are deemed to be additional rent under this Lease.
                  Additional Base Rental and Base Rental are sometimes
                  collectively referred to herein as "Rent".

            2.    "Base Rental" shall mean the sum of One Hundred Forty Four
                  Thousand Three Hundred Forty Eight and no/100 Dollars
                  ($144,348.00), payable by Tenant to Landlord in thirty-six
                  (36) monthly installments as follows:

                  a.    Twelve (12) equal installments of Three Thousand Eight
                        Hundred Thirty Five and 33/100 Dollars ($3,835.33), each
                        payable on or before the first day of each month during
                        the period beginning May 1,1999, and ending April 30,
                        2000, provided that the installment of Base Rental for
                        the first full calendar month of the Lease Term shall be
                        payable upon the execution of this Lease by Tenant.

                  b.    Twelve (12) equal installments of Four Thousand Nine and
                        67/100 Dollars ($4,009.67), each payable on or before
                        the first day of each month during the period beginning
                        May 1, 2000, and ending April 30, 2001.

                  c.    Twelve (12) equal installments of Four Thousand One
                        Hundred Eighty Four and No/100 Dollars ($4,184.00), each
                        payable on or before the first day of each month during
                        the period beginning May 1, 2001, and ending April 30,
                        2002.

            3.    "Building" shall mean the office building located at 200 West
                  Adams Street, City of Chicago, County of Cook, State of
                  Illinois, commonly known as 200 West Adams.

            4.    The "Commencement Date", "Lease Term" and "Termination Date"
                  shall have the meanings set forth in subsection l.A.4.a. below
                  or subsection I.A.4.b. below (delete one):

                        a.    The "Lease Term" shall mean a period of thirty-six
                              (36) months, commencing on May 1, 1999, (the
                              "Commencement Date") and, unless sooner terminated
                              as provided herein, ending on April 30, 2002, (the
                              "Termination Date").

                        b.    INTENTIONALLY DELETED

            5.    Premises" shall mean the area located on the seventeenth
                  (171h) floor of the Building, as outlined on Exhibit A
                  attached hereto and incorporated herein and known as Suite
                  #1700. Landlord and Tenant hereby stipulate and agree that the
                  "Rentable Area of the Premises" shall mean 4,184 square feet
                  and the "Rentable Area of the Building" shall mean 661,460
                  square feet. If the Premises being leased to Tenant hereunder
                  include one or more floors within the Building in their
                  entirety, the definition of Premises with respect to such full
                  floor(s) shall include all corridors and restroom facilities
                  located on such floor(s). Notwithstanding the foregoing,
                  unless specifically provided herein to the contrary, the
                  Premises shall not include any telephone closets, electrical
                  closets, janitorial closets, equipment rooms or similar areas
                  on any full or partial floor that are used by Landlord for the
                  operation of the Building.
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            6.    "Permitted Use" shall mean general office use.

            7.    "Security Deposit" shall mean the sum of None Dollars ($0.00).

            8.    "Tenant's Pro Rata Share" shall mean six thousand three
                  hundred twenty five ten thousandths percent (0.6325%), which
                  is the quotient (expressed as a percentage), derived by
                  dividing the Rentable Area of the Premises by the Rentable
                  Area of the Building.

            9.    INTENTIONALLY OMITTED

            10.   "Notice Addresses" shall mean the following addresses for
                  Tenant and Landlord, respectively:

                  Tenant:

                  On and after the Commencement Date, notices shall be sent to
                  Tenant at the Premises.

                  Prior to the Commencement Date, notices shall be sent to
                  Tenant at the following address:

                  200 West Adams Street
                  Suite 1000
                  Chicago, Illinois 60606

                  With a copy to:

                  Advanced Health Corporation
                  555 White Plains Road
                  Tarrytown, New York 10591
                  Attention: Jeff Sauerhoff, CFO

                  Landlord:

                  Equity Office Properties
                  200 West Adams Street, Suite 1201
                  Chicago, Illinois 60606
                  Attention: Property Manager

                  With a copy to:

                  EOP Operating Limited Partnership
                  c/o Equity Office Properties Trust
                  Two North Riverside Plaza, Suite 2200
                  Chicago, Illinois 60606
                  Attention: Regional Counsel - Central

                  Payments of Rent only shall be made payable to the order of:

                  Equity Office Properties
                  at the following address:

                  EOP for 200 West Adams
                  Dept. 77-97135
                  Chicago, Illinois 60678-7135

      B.    The following are additional definitions of some of the defined
            terms used in the Lease.

            1.    INTENTIONALLY OMITTED.

            2.    "Basic Costs" shall mean all costs and expenses paid or
                  incurred in connection with operating, maintaining, repairing,
                  managing and owning the Building and the Property, as further
                  described in Article IV hereof.


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            3.    "Broker" means Equity Office Properties Trust.

            4.    "Building Standard" shall mean the type, grade, brand, quality
                  and/or quantity of materials Landlord designates from time to
                  time to be the minimum quality and/or quantity to be used in
                  the Building.

            5.    "Business Day(s)" shall mean Mondays through Fridays exclusive
                  of the normal business holidays ("Holidays") of New Year's
                  Day, Memorial Day, Independence Day, Labor Day, Thanksgiving
                  Day and Christmas Day. Landlord, from time to time during the
                  Lease Term, shall have the right to designate additional
                  Holidays, provided that such additional Holidays are commonly
                  recognized by other office buildings in the area where the
                  Building is located.

            6.    "Common Areas" shall mean those areas provided for the common
                  use or benefit of all tenants generally and/or the public,
                  such as corridors, elevator foyers, common mail rooms,
                  restrooms, vending areas, lobby areas (whether at ground level
                  or otherwise) and other similar facilities.

            7.    "Landlord Work" shall mean the work, if any, that Landlord is
                  obligated to perform in the Premises pursuant to the Work
                  Letter Agreement, if any, attached hereto as Exhibit D. (If
                  applicable.)

            8.    "Maximum Rate" shall mean the greatest per annum rate of
                  interest permitted from time to time under applicable law.

            9.    "Normal Business Hours" for the Building shall mean 8:00 A.M.
                  to 6:00 P.M. Mondays through Fridays, and 8:00 A.M. to 1:00
                  P.M. on Saturdays, exclusive of Holidays.

            10.   "Prime Rate" shall mean the per annum interest rate publicly
                  announced by The First National Bank of Chicago or any
                  successor thereof from time to time (whether or not charged in
                  each instance) as its prime or base rate in Chicago, Illinois.

            11.   "Property" shall mean the Building and the parcel(s) of land
                  on which it is located and, at Landlord's discretion, the
                  Building garage, if any, and all other improvements owned by
                  Landlord and serving the Building and the tenants thereof and
                  the parcel(s) of land on which they are located.

II. Lease Grant.

      Subject to and upon the terms herein set forth, Landlord leases to Tenant
and Tenant leases from Landlord the Premises, together with the right, in common
with others, to use the Common Areas.

III. Adjustment of Commencement Date/Possession

      A.    INTENTIONALLY OMITTED

      B.    By taking possession of the Premises, Tenant is deemed to have
            accepted the Premises and agreed that the Premises is in good order
            and satisfactory condition, with no representation or warranty by
            Landlord as to the condition of the Premises or the Building or
            suitability thereof for Tenant's use.

      C.    Notwithstanding anything to the contrary contained in the Lease,
            Landlord shall not be obligated to tender possession of any portion
            of the Premises or other space leased by Tenant from time to time
            hereunder that, on the date possession is to be delivered, is
            occupied by a tenant or other occupant or that is subject to the
            rights of any other tenant or occupant, nor shall Landlord have any
            other obligations to Tenant under this Lease with respect to such
            space until the date Landlord: (1) recaptures such space from such
            existing tenant or occupant; and (2) regains the legal right to
            possession thereof. This Lease shall not be affected by any such
            failure to deliver possession and Tenant shall have no claim for
            damages against Landlord as a result thereof, all of which are
            hereby waived and released by Tenant.


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            Landlord and Tenant acknowledge that Tenant is presently occupying
            other premises in the Building known as Suite 1000 ("Suite 1000")
            pursuant to that certain Office Lease dated December 8, 1995 by and
            between Landlord's predecessor-in-interest and Tenant, which lease
            has been terminated effective March 31, 1999 pursuant to Section
            30(a) thereof. In the event Landlord fails or is unable to tender
            possession of the Premises to Tenant on or before the Commencement
            Date for any reason whatsoever, Tenant shall continue to occupy
            Suite 1000 under the terms and provisions of this Lease as if Suite
            1000 were the Premises hereunder until such date as Landlord tenders
            possession of the Premises to Tenant, except that in no event shall
            Rent and any other charges payable by Tenant hereunder be altered in
            any way by reason of the fact that Tenant may be occupying Suite
            1000 in lieu of the Premises as provided above.

      D.    If Tenant takes possession of the Premises prior to the Commencement
            Date, such possession shall be subject to all the terms and
            conditions of the Lease except that Tenant shall not be required to
            pay Base Rental or Additional Base Rental with respect to the period
            of time prior to the Commencement Date. Tenant shall, however, be
            liable for the cost of any services (e.g. electricity, HVAC, freight
            elevators) that are provided to Tenant or the Premises during the
            period of Tenant's possession prior to the Commencement Date.
            Nothing herein shall be construed as granting Tenant the right to
            take possession of the Premises prior to the Commencement Date,
            whether for construction, fixturing or any other purpose, without
            the prior consent of Landlord.

IV. Rent.

      A.    During each calendar year, or portion thereof, falling within the
            Lease Term, Tenant shall pay to Landlord as Additional Base Rental
            hereunder Tenant's Pro Rata Share of Basic Costs (as defined below)
            for the applicable calendar year. Prior to the Commencement Date and
            prior to January 1 of each calendar year during the Lease Term, or
            as soon thereafter as practical, Landlord shall make a good faith
            estimate of Basic Costs for the applicable calendar year and
            Tenant's Pro Rata Share thereof. On or before the first day of each
            month during such calendar year, Tenant shall pay to Landlord, as
            Additional Base Rental, a monthly installment equal to one-twelfth
            of Tenant's Pro Rata Share of Landlord's estimate of Basic Costs.
            Landlord shall have the right from time to time during any such
            calendar year to revise the estimate of Basic Costs for such year
            and provide Tenant with a revised statement therefor, and thereafter
            the amount Tenant shall pay each month shall be based upon such
            revised estimate. If Landlord does not provide Tenant with an
            estimate of the Basic Costs by January 1 of any calendar year,
            Tenant shall continue to pay a monthly installment based on the
            previous year's estimate until such time as Landlord provides Tenant
            with an estimate of Basic Costs for the current year. Upon receipt
            of such current year's estimate, an adjustment shall be made for any
            month during the current year with respect to which Tenant paid
            monthly installments of Additional Base Rental based on the previous
            year's estimate. Tenant shall pay to Landlord for any underpayment
            within ten (10) days after demand. Any overpayment shall, at
            Landlord's option, be refunded to Tenant or credited against the
            installment of Additional Base Rental due for the months immediately
            following the furnishing of such estimate. Any amounts paid by
            Tenant based on any estimate shall be subject to adjustment pursuant
            to the immediately following paragraph when actual Basic Costs are
            determined for such calendar year.

            As soon as is practical following the end of each calendar year
            during the Lease Term, Landlord shall furnish to Tenant a statement
            of Landlord's actual Basic Costs for the previous calendar year. If
            the amount of estimated Basic Costs actually paid by Tenant for the
            prior year is in excess of Tenant's actual Pro Rata Share of Basic
            Costs for such prior year, then Landlord shall apply such
            overpayment against Additional Base Rental due or to become due
            hereunder, provided if the Lease Term expires prior to the
            determination of such overpayment, Landlord shall refund such
            overpayment to Tenant after first deducting the amount of any Rent
            due hereunder. Likewise, Tenant shall pay to Landlord, within ten
            (10) days after demand, any underpayment with respect to the prior
            year, whether or not the Lease has terminated prior to receipt by
            Tenant of a statement for such underpayment, it being understood
            that this clause shall survive the expiration of the Lease.


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      B.    Basic Costs shall mean all costs and expenses paid or incurred in
            each calendar year in connection with operating, maintaining,
            repairing, managing and owning the Building and the Property,
            including, but not limited to, the following:

            1.    All labor costs for all persons performing services required
                  or utilized in connection with the operation, repair,
                  replacement and maintenance of and control of access to the
                  Building and the Property, including but not limited to
                  amounts incurred for wages, salaries and other compensation
                  for services, payroll, social security, unemployment and other
                  similar taxes, workers' compensation insurance, uniforms,
                  training, disability benefits, pensions, hospitalization,
                  retirement plans, group insurance or any other similar or like
                  expenses or benefits.

            2.    All management fees, the cost of equipping and maintaining a
                  management office at the Building, accounting services, legal
                  fees not attributable to leasing and collection activity, and
                  all other administrative costs relating to the Building and
                  the Property. If management services are not provided by a
                  third party, Landlord shall be entitled to a management fee
                  comparable to that due and payable to third parties provided
                  Landlord or management companies owned by, or management
                  divisions of, Landlord perform actual management services of a
                  comparable nature and type as normally would be performed by
                  third parties.

            3.    All rental and/or purchase costs of materials, supplies, tools
                  and equipment used in the operation, repair, replacement and
                  maintenance and the control of access to the Building and the
                  Property.

            4.    All amounts charged to Landlord by contractors and/or
                  suppliers for services, replacement parts, components,
                  materials, equipment and supplies furnished in connection with
                  the operation, repair, maintenance, replacement of and control
                  of access to any part of the Building, or the Property
                  generally, including the heating, air conditioning,
                  ventilating, plumbing, electrical, elevator and other systems
                  and equipment. At Landlord's option, major repair items may be
                  amortized over a period of up to five (5) years.

            5.    All premiums and deductibles paid by Landlord for fire and
                  extended coverage insurance, earthquake and extended coverage
                  insurance, liability and extended coverage insurance, rental
                  loss insurance, elevator insurance, boiler insurance and other
                  insurance customarily carried from time to time by landlords
                  of comparable office buildings or required to be carried by
                  Landlord's Mortgagee.

            6.    Charges for water, gas, steam and sewer, but excluding those
                  charges for which Landlord is otherwise reimbursed by tenants,
                  and charges for Electrical Costs. For purposes hereof, the
                  term "Electrical Costs" shall mean: (i) all charges paid by
                  Landlord for electricity supplied to the Building, Property
                  and Premises, regardless of whether such charges are
                  characterized as distribution charges, transmission charges,
                  generation charges, public good charges, disconnection
                  charges, competitive transaction charges, stranded cost
                  recoveries or otherwise; (ii) except to the extent otherwise
                  included in Basic Costs, any costs incurred in connection with
                  the energy management program for the Building, Property and
                  Premises, including any costs incurred for the replacement of
                  lights and ballasts and the purchase and installation of
                  sensors and other energy saving equipment; and (iii) if and to
                  the extent permitted by law, a reasonable fee for the services
                  provided by Landlord in connection with the selection of
                  utility companies and the negotiation and administration of
                  contracts for the generation of electricity. Notwithstanding
                  the foregoing, Electrical Costs shall be adjusted as follows:
                  (a) any amounts received by Landlord as reimbursement for
                  above standard electrical consumption shall be deducted from
                  Electrical Costs, (b) the cost of electricity incurred in
                  providing overtime HVAC to specific tenants shall be deducted
                  from Electrical Costs, it being agreed that the electrical
                  component of overtime HVAC Costs shall be calculated as a
                  reasonable percentage of the total HVAC costs charged to such
                  tenants, and (c) if Tenant is billed directly for the cost of
                  electricity to the Premises as a separate charge in addition
                  to Base Rental and Basic Costs,


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                  the cost of electricity to individual tenant spaces in the
                  Building shall be deducted from Electrical Costs.

            7.    "Taxes", which for purposes hereof, shall mean: (a) all real
                  estate taxes and assessments on the Property, the Building or
                  the Premises, and taxes and assessments levied in substitution
                  or supplementation in whole or in part of such taxes, (b) all
                  personal property taxes for the Building's personal property,
                  including license expenses, (c) all taxes imposed on services
                  of Landlord's agents and employees, (d) all other taxes, fees
                  or assessments now or hereafter levied by any governmental
                  authority on the Property, the Building or its contents or on
                  the operation and use thereof (except as relate to specific
                  tenants), and (e) all costs and fees incurred in connection
                  with seeking reductions in or refunds in Taxes including,
                  without limitation, any costs incurred by Landlord to
                  challenge the tax valuation of the Building, but excluding
                  income taxes. For the purpose of determining real estate taxes
                  and assessments for any given calendar year, the amount to be
                  included in Taxes for such year shall be as follows: (1) with
                  respect to any special assessment that is payable in
                  installments, Taxes for such year shall include the amount of
                  the installment (and any interest) due and payable during such
                  year; and (2) with respect to all other real estate taxes,
                  Taxes for such year shall, at Landlord's election, include
                  either the amount accrued, assessed or otherwise imposed for
                  such year or the amount due and payable for such year,
                  provided that Landlord's election shall be applied
                  consistently throughout the Lease Term. If a reduction in
                  Taxes is obtained for any year of the Lease Term during which
                  Tenant paid its Pro Rata Share of Basic Costs, then Basic
                  Costs for such year will be retroactively adjusted and
                  Landlord shall provide Tenant with a credit, if any, based on
                  such adjustment. Likewise, if a reduction is subsequently
                  obtained for Taxes for the Base Year (if Tenant's Pro Rata
                  Share is based upon increases in Basic Costs over a Base
                  Year), Basic Costs for the Base Year shall be restated and the
                  Excess for all subsequent years recomputed. Tenant shall pay
                  to Landlord Tenant's Pro Rata Share of any such increase in
                  the Excess within thirty (30) days after Tenant's receipt of a
                  statement therefor from Landlord.

            8.    All landscape expenses and costs of maintaining, repairing,
                  resurfacing and striping of the parking areas and garages of
                  the Property, if any.

            9.    Cost of all maintenance service agreements, including those
                  for equipment, alarm service, window cleaning, drapery or
                  venetian blind cleaning, janitorial services, pest control,
                  uniform supply, plant maintenance, landscaping, and any
                  parking equipment.

            10.   Cost of all other repairs, replacements and general
                  maintenance of the Property and Building neither specified
                  above nor directly billed to tenants.

            11.   The amortized cost of capital improvements made to the
                  Building or the Property which are: (a) primarily for the
                  purpose of reducing operating expense costs or otherwise
                  improving the operating efficiency of the Property or
                  Building; or (b) required to comply with any laws, rules or
                  regulations of any governmental authority or a requirement of
                  Landlord's insurance carrier. The cost of such capital
                  improvements shall be amortized over a period of five (5)
                  years and shall, at Landlord's option, include interest at a
                  rate that is reasonably equivalent to the interest rate that
                  Landlord would be required to pay to finance the cost of the
                  capital improvement in question as of the date such capital
                  improvement is performed, provided if the payback period for
                  any capital improvement is less than five (5) years, Landlord
                  may amortize the cost of such capital improvement over the
                  payback period.

            12.   Any other expense or charge of any nature whatsoever which, in
                  accordance with general industry practice with respect to the
                  operation of a first-class office building, would be construed
                  as an operating expense.

            Basic Costs shall not include the cost of capital improvements
            (except as set forth above and as distinguished from replacement
            parts or components purchased and installed in the ordinary course),
            depreciation, interest (except as provided above with respect to the
            amortization of capital improvements), lease commissions, and
            principal payments on mortgage and other non-operating debts of
            Landlord. In


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<PAGE>   9

            addition, if Landlord incurs any common Expenses in connection with
            the Building and one or more other buildings, the cost of such
            Expenses shall be equitably prorated between the Building and such
            other buildings. If the Building is not at least ninety-five percent
            (95%) occupied during any calendar year of the Lease Term or if
            Landlord is not supplying services to at least ninety-five percent
            (95%) of the total Rentable Area of the Building at any time during
            any calendar year of the Lease Term, actual Basic Costs for purposes
            hereof shall, at Landlord's option, be determined as if the Building
            had been ninety-five percent (95%) occupied and Landlord had been
            supplying services to ninety-five percent (95%) of the Rentable Area
            of the Building during such year. If Tenant pays for its Pro Rata
            Share of Basic Costs based on increases over a "Base Year and Basic
            Costs for any calendar year during the Lease Term are determined as
            provided in the foregoing sentence, Basic Costs for such Base Year
            shall also be determined as if the Building had been ninety-five
            percent (95%) occupied and Landlord had been supplying services to
            ninety-five percent (95%) of the Rentable Area of the Building. Any
            necessary extrapolation of Basic Costs under this Article shall be
            performed by adjusting the cost of those components of Basic Costs
            that are impacted by changes in the occupancy of the Building
            (including, at Landlord's option, Taxes) to the cost that would have
            been incurred if the Building had been ninety-five percent (95%)
            occupied and Landlord had been supplying services to ninety-five
            percent (95%) of the Rentable Area of the Building. In addition, if
            Tenant's Pro Rata Share of Basic Costs is determined based upon
            increases over a Base Year and Basic Costs for the Base Year include
            exit and disconnection fees, stranded cost charges and/or
            competitive transaction charges, such fees and charges may, at
            Landlord's option, be imputed as a Basic Cost for subsequent years
            in which such fees and charges are not incurred. In no event,
            however, shall the amount of such imputed fees and charges exceed
            the actual amount of exit and disconnection fees, stranded cost
            charges and/or competitive transaction charges that were actually
            included in Basic Costs for the Base Year.

      C.    If Basic Costs for any calendar year increase by more than five
            percent (5%) over Basic Costs for the immediately preceding calendar
            year, Tenant, within ninety (90) days after receiving Landlord's
            statement of actual Basic Costs for a particular calendar year,
            shall have the right to provide Landlord with written notice (the
            "Review Notice") of its intent to review Landlord's books and
            records relating to the Basic Costs for such calendar year. Within a
            reasonable time after receipt of a timely Review Notice, Landlord
            shall make such books and records available to Tenant or Tenant's
            agent for its review at either Landlord's home office or at the
            office of the Building, provided that if Tenant retains an agent to
            review Landlord's books and records for any calendar year, such
            agent must be CPA firm licensed to do business in the state in which
            the Building is located. Tenant shall be solely responsible for any
            and all costs, expenses and fees incurred by Tenant or Tenant's
            agent in connection with such review. If Tenant elects to review
            Landlord's books and records, within thirty (30) days after such
            books and records are made available to Tenant, Tenant shall have
            the right to give Landlord written notice stating in reasonable
            detail any objection to Landlord's statement of actual Basic Costs
            for such calendar year. If Tenant fails to give Landlord written
            notice of objection within such thirty (30) day period or fails to
            provide Landlord with a Review Notice within the ninety (90) day
            period provided above, Tenant shall be deemed to have approved
            Landlord's statement of Basic Costs in all respects and shall
            thereafter be barred from raising any claims with respect thereto.
            Upon Landlord's receipt of a timely objection notice from Tenant,
            Landlord and Tenant shall work together in good faith to resolve the
            discrepancy between Landlord's statement and Tenant's review. If
            Landlord and Tenant determine that Basic Costs for the calendar year
            in question are less than reported, Landlord shall provide Tenant
            with a credit against future Additional Base Rental in the amount of
            any overpayment by Tenant. Likewise, if Landlord and Tenant
            determine that Basic Costs for the calendar year in question are
            greater than reported, Tenant shall forthwith pay to Landlord the
            amount of underpayment by Tenant. Any information obtained by Tenant
            pursuant to the provisions of this Section shall be treated as
            confidential. Notwithstanding anything herein to the contrary,
            Tenant shall not be permitted to examine Landlord's books and
            records or to dispute any statement of Basic Costs unless Tenant has
            paid to Landlord the amount due as shown on Landlord's statement of
            actual Basic Costs, said payment being a condition precedent to
            Tenant's right to examine Landlord's books and records.


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<PAGE>   10

      D.    Tenant covenants and agrees to pay to Landlord during the Lease
            Term, without any setoff or deduction whatsoever, the full amount of
            all Base Rental and Additional Base Rental due hereunder. In
            addition, Tenant shall pay and be liable for, as additional rent,
            all rental, sales and use taxes or other similar taxes, if any,
            levied or imposed by any city, state, county or other governmental
            body having authority, such payments to be in addition to all other
            payments required to be paid to Landlord by Tenant under the terms
            and conditions of this Lease. Any such payments shall be paid
            concurrently with the payments of the Rent on which the tax is
            based. The Base Rental, Tenant's Pro Rata Share of Basic Costs and
            any recurring monthly charges due hereunder shall be due and payable
            in advance on the first day of each calendar month during the Lease
            Term without demand, provided that the installment of Base Rental
            for the first full calendar month of the Lease Term shall be payable
            upon the execution of this Lease by Tenant. All other items of Rent
            shall be due and payable by Tenant on or before ten (10) days after
            billing by Landlord. If the Lease Term commences on a day other than
            the first day of a calendar month or terminates on a day other than
            the last day of a calendar month, then the monthly Base Rental and
            Tenant's Pro Rata Share of Basic Costs for such month shall be
            prorated for the number of days in such month occurring within the
            Lease Term based on a fraction, the numerator of which is the number
            of days of the Lease Term that fell within such calendar month and
            the denominator of which is thirty (30). All such payments shall be
            by a good and sufficient check. No payment by Tenant or receipt or
            acceptance by Landlord of a lesser amount than the correct amount of
            Rent due under this Lease shall be deemed to be other than a payment
            on account of the earliest Rent due hereunder, nor shall any
            endorsement or statement on any check or any letter accompanying any
            check or payment be deemed an accord and satisfaction, and Landlord
            may accept such check or payment without prejudice to Landlord's
            right to recover the balance or pursue any other available remedy.
            The acceptance by Landlord of any Rent on a date after the due date
            of such payment shall not be construed to be a waiver of Landlord's
            right to declare a default for any other late payment. Tenant's
            covenant to pay Rent shall be independent of every other covenant
            set forth in this Lease.

      E.    All Rent not paid when due and payable shall bear interest from the
            date due until paid at the lesser of: (1) eighteen percent (18%) per
            annum; or (2) the Maximum Rate. In addition, if Tenant fails to pay
            any installment of Rent when due and payable hereunder, a service
            fee equal to five percent (5%) of such unpaid amount will be due and
            payable immediately by Tenant to Landlord.

V. Use.

      The Premises shall be used for the Permitted Use and for no other purpose.
Tenant agrees not to use or permit the use of the Premises for any purpose which
is illegal, dangerous to life, limb or property or which, in Landlord's
reasonable opinion, creates a nuisance or which would increase the cost of
insurance coverage with respect to the Building. Tenant shall conduct its
business and control its agents, servants, contractors, employees, customers,
licensees, and invitees in such a manner as not to interfere with, annoy or
disturb other tenants, or in any way interfere with Landlord in the management
and operation of the Building. Tenant will maintain the Premises in a clean and
healthful condition, and comply with all laws, ordinances, orders, rules and
regulations of any governmental entity with reference to the operation of
Tenant's business and to the use, condition, configuration or occupancy of the
Premises, including without limitation, the Americans with Disabilities Act
(collectively referred to as "Laws"). Tenant, within ten (10) days after receipt
thereof, shall provide Landlord with copies of any notices it receives with
respect to a violation or alleged violation of any Laws. Tenant shall reimburse
and compensate Landlord for all expenditures made by, or damages or fines
sustained or incurred by, Landlord due to any violations of Laws by Tenant or
any Tenant Related Parties with respect to the Premises. Tenant will comply with
the rules and regulations of the Building attached hereto as Exhibit B and such
other rules and regulations adopted and altered by Landlord from time to time
and will cause all of its agents, servants, contractors, employees, customers,
licensees and invitees to do so. All changes to such rules and regulations will
be reasonable and shall be sent by Landlord to Tenant in writing.

VI. Security Deposit

      The Security Deposit shall be delivered to Landlord upon the execution of
this Lease by Tenant and shall be held by Landlord without liability for
interest (except as required by law) and as security for the performance of
Tenant's obligations under this Lease. The Security Deposit shall not be
considered an advance payment of Rent or a measure of Tenant's liability for
damages.


                                       8
<PAGE>   11

Landlord may, from time to time, without prejudice to any other remedy, use all
or a portion of the Security Deposit to make good any arrearage of Rent, to
repair damages to the Premises, to clean the Premises upon termination of this
Lease or otherwise to satisfy any other covenant or obligation of Tenant
hereunder. Following any such application of the Security Deposit, Tenant shall
pay to Landlord on demand the amount so applied in order to restore the Security
Deposit to its original amount. If Tenant is not in default at the termination
of this Lease, after Tenant surrenders the Premises to Landlord in accordance
with this Lease and all amounts due Landlord from Tenant are finally determined
and paid by Tenant or through application of the Security Deposit, the balance
of the Security Deposit remaining after any such application shall be returned
to Tenant. If Landlord transfers its interest in the Premises during the Lease
Term, Landlord may assign the Security Deposit to the transferee and thereafter
shall have no further liability for the return of such Security Deposit. Tenant
agrees to look solely to such transferee or assignee for the return of the
Security Deposit. Landlord and its successors and assigns shall not be bound by
any actual or attempted assignment or encumbrance of the Security Deposit by
Tenant, provided, however, if Tenant's interest in this Lease has been assigned,
Landlord shall, provided that Landlord has been furnished with a fully executed
copy of the agreement assigning such Security Deposit, return the Security
Deposit to such assignee in accordance with the terms and conditions hereof. If
Landlord returns the Security Deposit to Tenant's assignee as aforesaid,
Landlord will have no further obligation to any party with respect thereto.
Landlord shall not be required to keep the Security Deposit separate from its
other accounts.

VII. Services to be Furnished by Landlord.

      A.    Landlord, as part of Basic Costs (except as otherwise provided),
            agrees to furnish Tenant the following services:

            13.   Water for use in the lavatories on the floor(s) on which the
                  Premises is located. If Tenant desires water in the Premises
                  for any approved reason, including a private lavatory or
                  kitchen, cold water shall be supplied, at Tenant's sole cost
                  and expense, from the Building water main through a line and
                  fixtures installed at Tenant's sole cost and expense with the
                  prior reasonable consent of Landlord. If Tenant desires hot
                  water in the Premises, Tenant, at its sole cost and expense
                  and subject to the prior reasonable consent of Landlord, may
                  install a hot water heater in the Premises. Tenant shall be
                  solely responsible for maintenance and repair of any such hot
                  water heater.

            14.   Central heat and air conditioning in season during Normal
                  Business Hours, at such temperatures and in such amounts as
                  are considered by Landlord, in its reasonable judgment, to be
                  standard for buildings of similar class, size, age and
                  location, or as required by governmental authority. In the
                  event that Tenant requires central heat, ventilation or air
                  conditioning at hours other than Normal Business Hours, such
                  central heat, ventilation or air conditioning shall be
                  furnished only upon the written request of Tenant delivered to
                  Landlord at the office of the Building prior to 3:00 P.M. at
                  least one Business Day in advance of the date for which such
                  usage is requested. Tenant shall pay Landlord, as Additional
                  Base Rental, the entire cost of additional service as such
                  costs are determined by Landlord from time to time.

            15.   Maintenance and repair of all Common Areas in the manner and
                  to the extent reasonably deemed by Landlord to be standard for
                  buildings of similar class, size, age and location.

            16.   Janitor service on Business Days; provided, however, if
                  Tenant's use, floor covering or other improvements require
                  special services, Tenant shall pay the additional cost
                  reasonably attributable thereto as Additional Base Rental.

            17.   Passenger elevator service in common with other tenants of the
                  Building.

            18.   Electricity to the Premises for general office use, in
                  accordance with and subject to the terms and conditions set
                  forth in Article XI of this Lease.

      B.    The failure by Landlord to any extent to furnish, or the
            interruption or termination of any services in whole or in part,
            resulting from adherence to laws, regulations and administrative
            orders, wear, use, repairs, improvements, alterations or any causes
            beyond the reasonable control of Landlord shall not render Landlord
            liable in any


                                       9
<PAGE>   12

            respect nor be construed as a constructive eviction of Tenant, nor
            give rise to an abatement of Rent, nor relieve Tenant from the
            obligation to fulfill any covenant or agreement hereof. Should any
            of the equipment or machinery used in the provision of such services
            for any cause cease to function properly, Landlord shall use
            reasonable diligence to repair such equipment or machinery.

      C.    Tenant expressly acknowledges that if Landlord, from time to time,
            elects to provide security services, Landlord shall not be deemed to
            have warranted the efficiency of any security personnel, service,
            procedures or equipment and Landlord shall not be liable in any
            manner for the failure of any such security personnel, services,
            procedures or equipment to prevent or control, or apprehend anyone
            suspected of personal injury, property damage or any criminal
            conduct in, on or around the Property.

VIII. Leasehold Improvements.

      Any trade fixtures, unattached and movable equipment or furniture, or
other personalty brought into the Premises by Tenant ("Tenant's Property") shall
be owned and insured by Tenant. Tenant shall remove all such Tenant's Property
from the Premises in accordance with the terms of Article XXXV hereof. Any and
all alterations, additions and improvements to the Premises, including any
built-in furniture (collectively, "Leasehold Improvements") shall be owned and
insured by Landlord and shall remain upon the Premises, all without
compensation, allowance or credit to Tenant. Landlord may, nonetheless, at any
time prior to, or within six (6) months after, the expiration or earlier
termination of this Lease or Tenant's right to possession, require Tenant to
remove any Leasehold Improvements performed by or for the benefit of Tenant and
all electronic, phone and data cabling as are designated by Landlord (the
"Required Removables") at Tenant's sole cost. In the event that Landlord so
elects, Tenant shall remove such Required Removables within ten (10) days after
notice from Landlord, provided that in no event shall Tenant be required to
remove such Required Removables prior to the expiration or earlier termination
of this Lease or Tenant's right to possession. In addition to Tenant's
obligation to remove the Required Removables, Tenant shall repair any damage
caused by such removal and perform such other work as is reasonably necessary to
restore the Premises to a "move in" condition. If Tenant fails to remove any
specified Required Removables or to perform any required repairs and restoration
within the time period specified above, Landlord, at Tenant's sole cost and
expense, may remove, store, sell and/or dispose of the Required Removables and
perform such required repairs and restoration work. Tenant, within five (5) days
after demand from Landlord, shall reimburse Landlord for any and all reasonable
costs incurred by Landlord in connection with the Required Removables.

IX.C Graphics.

      Landlord shall provide and install, at Tenant's cost, any suite numbers
and Tenant identification on the exterior of the Premises using the standard
graphics for the Building. Tenant shall not be permitted to install any signs or
other identification without Landlord's prior written consent.

X.C Repairs and Alterations.

      D.    Except to the extent such obligations are imposed upon Landlord
            hereunder, Tenant, at its sole cost and expense, shall perform all
            maintenance and repairs to the Premises as are necessary to keep the
            same in good condition and repair throughout the entire Lease Term,
            reasonable wear and tear excepted. Tenant's repair and maintenance
            obligations with respect to the Premises shall include, without
            limitation, any necessary repairs with respect to: (1) any carpet or
            other floor covering, (2) any interior partitions, (3) any doors,
            (4) the interior side of any demising walls, (5) any telephone and
            computer cabling that serves Tenant's equipment exclusively, (6) any
            supplemental air conditioning units, private showers and kitchens,
            including any plumbing in connection therewith, and similar
            facilities serving Tenant exclusively, and (7) any alterations,
            additions or improvements performed by contractors retained by
            Tenant. All such work shall be performed in accordance with section
            X.B. below and the rules, policies and procedures reasonably enacted
            by Landlord from time to time for the performance of work in the
            Building. If Tenant fails to make any necessary repairs to the
            Premises, Landlord may, at its option, make such repairs, and Tenant
            shall pay the cost thereof to the Landlord on demand as Additional
            Base Rental, together with an administrative charge in an amount
            equal to ten percent (10%) of the cost of such repairs. Landlord
            shall, at its expense (except as included in Basic Costs), keep and
            maintain


                                       10
<PAGE>   13

            in good repair and working order and make all repairs to and perform
            necessary maintenance upon: (a) all structural elements of the
            Building; and (b) all mechanical, electrical and plumbing systems
            that serve the Building in general; and (c) the Building facilities
            common to all tenants including, but not limited to, the ceilings,
            walls and floors in the Common Areas. In addition, Landlord may
            elect, at the expense of Tenant, to repair any damage or injury to
            the Building caused by moving property of Tenant in or out of the
            Building, or by installation or removal of furniture or other
            property, or by misuse by, or neglect, or improper conduct of,
            Tenant or any Tenant Related Parties (hereinafter defined).

      E.    Tenant shall not make or allow to be made any alterations, additions
            or improvements to the Premises without first obtaining the written
            consent of Landlord in each such instance. Prior to commencing any
            such work and as a condition to obtaining Landlord's consent, Tenant
            must furnish Landlord with plans and specifications reasonably
            acceptable to Landlord; names and addresses of contractors
            reasonably acceptable to Landlord; copies of contracts; necessary
            permits and approvals; evidence of contractor's and subcontractors
            insurance in accordance with Article XVI section B. hereof; and
            payment bond or other security, all in form and amount satisfactory
            to Landlord. All such improvements, alterations or additions shall
            be constructed in a good and workmanlike manner using Building
            Standard materials or other new materials of equal or greater
            quality. Landlord, to the extent reasonably necessary to avoid any
            disruption to the tenants and occupants of the Building, shall have
            the right to designate the time when any such alterations, additions
            and improvements may be performed and to otherwise designate
            reasonable rules, regulations and procedures for the performance of
            work in the Building. Upon completion, Tenant shall furnish
            "as-built" plans, contractor's affidavits and full and final waivers
            of lien and receipted bills covering all labor and materials. All
            improvements, alterations and additions shall comply with all
            insurance requirements, codes, ordinances, laws and regulations,
            including without limitation, the Americans with Disabilities Act.
            Tenant shall reimburse Landlord upon demand as Additional Base
            Rental for all sums, if any, expended by Landlord for third party
            examination of the architectural, mechanical, electric and plumbing
            plans for any alterations, additions or improvements. In addition,
            if Landlord so requests, Landlord shall be entitled to oversee the
            construction of any alterations, additions or improvements that may
            affect the structure of the Building or any of the mechanical,
            electrical, plumbing or life safety systems of the Building. In the
            event Landlord elects to oversee such work, Landlord shall be
            entitled to receive a fee for such oversight in an amount equal to
            fifteen percent (15%) of the cost of such alterations, additions or
            improvements. Landlord's approval of Tenant's plans and
            specifications for any work performed for or on behalf of Tenant
            shall not be deemed to be a representation by Landlord that such
            plans and specifications comply with applicable insurance
            requirements, building codes, ordinances, laws or regulations or
            that the alterations, additions and improvements constructed in
            accordance with such plans and specifications will be adequate for
            Tenant's use. Tenant shall pay, as an additional charge, the entire
            increase in real estate taxes on the Building which shall, at any
            time prior to or after the Commencement Date, result from or be
            attributable to any alteration, addition or improvement to the
            Premises made by or for the account of Tenant in excess of the
            Building Standard improvements for the Building.

XI.    Use of Electrical Services by Tenant.

      F.    All electricity used by Tenant in the Premises shall, at Landlord's
            option, be paid for by Tenant either: (1) through inclusion in Base
            Rental and Basic Costs (except as provided in Section XI.B. below
            with respect to excess usage); or (2) by a separate charge billed
            directly to Tenant by Landlord and payable by Tenant as Additional
            Base Rental within ten (10) days after billing; or (3) by a separate
            charge or charges billed by the utility company(ies) providing
            electrical service and payable by Tenant directly to such utility
            company(ies). It is understood that the Premises is presently
            directly metered by the utility company providing electrical service
            to the Building and that alternative (3) in the preceding sentence
            presently applies, although the foregoing shall not limit Landlord's
            options under this section at any time hereafter. It is further
            understood that electrical service to the Premises may be furnished
            by one or more companies providing electrical generation,
            transmission and/or distribution services and that the cost of
            electricity may be billed as a single charge or divided into and
            billed in a variety of categories such as distribution charges,
            transmission charges, generation charges, public good charges or
            other similar


                                       11
<PAGE>   14

            categories. Landlord shall have the exclusive right to select the
            company(ies) providing electrical service to the Building, Premises
            and Property, to aggregate the electrical service for the Building,
            Premises and Property with other buildings, to purchase electricity
            for the Building, Premises and Property through a broker and/or
            buyers group and to change the providers and/or manner of purchasing
            electricity from time to time. Landlord shall be entitled to receive
            a reasonable fee (if permitted by law) for the services provided by
            Landlord in connection with the selection of utility companies and
            the negotiation and administration of contracts for the generation
            of electricity. In addition, if Landlord bills Tenant directly for
            the cost of electricity as Additional Base Rental, the cost of
            electricity may include (if permitted by law) an administrative fee
            to reimburse Landlord for the cost of reading meters, preparing
            invoices and related costs.

      G.    Tenant's use of electrical service in the Premises shall not exceed,
            either in voltage, rated capacity, use beyond Normal Business Hours
            or overall load, that which Landlord deems to be standard for the
            Building. In the event Tenant shall consume (or request that it be
            allowed to consume) electrical service in excess of that deemed by
            Landlord to be standard for the Building, Landlord may refuse to
            consent to such excess usage or may condition its consent to such
            excess usage upon such conditions as Landlord reasonably elects
            (including the installation of utility service upgrades, submeters,
            air handlers or cooling units), and all such additional usage (to
            the extent permitted by law), installation and maintenance thereof
            shall be paid for by Tenant as Additional Base Rental. Landlord, at
            any time during the Lease Term, shall have the right to separately
            meter electrical usage for the Premises or to measure electrical
            usage by survey or any other method that Landlord, in its reasonable
            judgment, deems to be appropriate.

      H.    Notwithstanding Section A. above to the contrary, if Landlord
            permits Tenant to purchase electrical power for the Premises from a
            provider other than Landlord's designated company(ies), such
            provider shall be considered to be a contractor of Tenant and Tenant
            shall indemnify and hold Landlord harmless from such provider's acts
            and omissions while in, or in connection with their services to, the
            Building or Premises in accordance with the terms and conditions of
            Article XV. In addition, at the request of Landlord, Tenant shall
            allow Landlord to purchase electricity from Tenant's provider at
            Tenant's rate or at such lower rate as can be negotiated by the
            aggregation of Landlord's and Tenant's requirements for electricity
            power.

XII. Entry by Landlord.

      Landlord and its agents or representatives shall have the right to enter
the Premises to inspect the same, or to show the Premises to prospective
purchasers, mortgagees, tenants (during the last twelve months of the Lease Term
or earlier in connection with a potential relocation) or insurers, or to clean
or make repairs, alterations or additions thereto, including any work that
Landlord deems necessary for the safety, protection or preservation of the
Building or any occupants thereof, or to facilitate repairs, alterations or
additions to the Building or any other tenants' premises. Except for any entry
by Landlord in an emergency situation or to provide normal cleaning and
janitorial service, Landlord shall provide Tenant with reasonable prior notice
of any entry into the Premises, which notice may be given verbally. If
reasonably necessary for the protection and safety of Tenant and its employees,
Landlord shall have the right to temporarily close the Premises to perform
repairs, alterations or additions in the Premises, provided that Landlord shall
use reasonable efforts to perform all such work on weekends and after Normal
Business Hours. Entry by Landlord hereunder shall not constitute a constructive
eviction or entitle Tenant to any abatement or reduction of Rent by reason
thereof.


                                       12
<PAGE>   15

XIII.  Assignment and Subletting.

      A.    Tenant shall not assign, sublease, transfer or encumber this Lease
            or any interest therein or grant any license, concession or other
            right of occupancy of the Premises or any portion thereof or
            otherwise permit the use of the Premises or any portion thereof by
            any party other than Tenant (any of which events is hereinafter
            called a "Transfer) without the prior written consent of Landlord,
            which consent shall not be unreasonably withheld with respect to any
            proposed assignment or subletting. Landlord's consent shall not be
            considered unreasonably withheld if: (1) the proposed transferee's
            financial responsibility does not meet the same criteria Landlord
            uses to select Building tenants; (2) the proposed transferee's
            business is not suitable for the Building considering the business
            of the other tenants and the Building's prestige or would result in
            a violation of an exclusive right granted to another tenant in the
            Building; (3) the proposed use is different than the Permitted Use;
            (4) the proposed transferee is a government agency or occupant of
            the Building; (5) Tenant is in default; or (6) any portion of the
            Building or Premises would become subject to additional or different
            governmental laws or regulations as a consequence of the proposed
            Transfer and/or the proposed transferee's use and occupancy of the
            Premises. Tenant acknowledges that the foregoing is not intended to
            be an exclusive list of the reasons for which Landlord may
            reasonably withhold its consent to a proposed Transfer. Any
            attempted Transfer in violation of the terms of this Article shall,
            at Landlord's option, be void. Consent by Landlord to one or more
            Transfers shall not operate as a waiver of Landlord's rights as to
            any subsequent Transfers. In addition, Tenant shall not, without
            Landlord's consent, publicly advertise the proposed rental rate for
            any Transfer.

      B.    If Tenant requests Landlord's consent to a Transfer, Tenant,
            together with such request for consent, shall provide Landlord with
            the name of the proposed transferee and the nature of the business
            of the proposed transferee, the term, use, rental rate and all other
            material terms and conditions of the proposed Transfer, including,
            without limitation, a copy of the proposed assignment, sublease or
            other contractual documents and evidence satisfactory to Landlord
            that the proposed transferee is financially responsible.
            Notwithstanding Landlord's agreement to act reasonably under Section
            XIII.A. above, Landlord may, within forty-five (45) days after its
            receipt of all information and documentation required herein,
            either, (1) consent to or reasonably refuse to consent to such
            Transfer in writing; or (2) negotiate directly with the proposed
            transferee and in the event Landlord is able to reach an agreement
            with such proposed transferee, terminate this Lease (in part or in
            whole, as appropriate) upon thirty (30) days' notice; or (3) cancel
            and terminate this Lease, in whole or in part as appropriate, upon
            thirty (30) days' notice. In the event Landlord consents to any such
            Transfer, the Transfer and consent thereto shall be in a form
            approved by Landlord, and Tenant shall bear all costs and expenses
            incurred by Landlord in connection with the review and approval of
            such documentation, which costs and expenses shall be deemed to be
            at least Seven Hundred Fifty Dollars ($750.00).

      C.    All cash or other proceeds (the "Transfer Consideration") of any
            Transfer of Tenant's interest in this Lease and/or the Premises,
            whether consented to by Landlord or not, shall be paid to Landlord
            and Tenant hereby assigns all rights it might have or ever acquire
            in any such proceeds to Landlord. In addition to the Rent hereunder,
            Tenant hereby covenants and agrees to pay to Landlord all rent and
            other consideration which it receives which is in excess of the Rent
            payable hereunder within ten (10) days following receipt thereof by
            Tenant. In addition to any other rights Landlord may have, Landlord
            shall have the right to contact any transferee and require that all
            payments made pursuant to the Transfer shall be made directly to
            Landlord.

      D.    If Tenant is a corporation, limited liability company or similar
            entity, and if at any time during the Lease Term the entity or
            entities who own the voting shares at the time of the execution of
            this Lease cease for any reason (including but not limited to
            merger, consolidation or other reorganization involving another
            corporation) to own a majority of such shares, or if Tenant is a
            partnership and if at any time during the Lease Term the general
            partner or partners who own the general partnership interests in the
            partnership at the time of the execution of this Lease, cease for
            any reason to own a majority of such interests (except as the result
            of transfers by gift, bequest or inheritance to or for the benefit
            of members of the immediate family of such original shareholder[s]
            or partner[s]), such an event shall be deemed to be a


                                       13
<PAGE>   16

            Transfer. The preceding sentence shall not apply whenever Tenant is
            a corporation, the outstanding stock of which is listed on a
            recognized security exchange, or if at least eighty percent (80%) of
            its voting stock is owned by another corporation, the voting stock
            of which is so listed.

            E.    Any Transfer consented to by Landlord in accordance with this
                  Article XIII shall be only for the Permitted Use and for no
                  other purpose. In no event shall any Transfer release or
                  relieve Tenant or any Guarantors from any obligations under
                  this Lease.

XIV. Liens.

      Tenant will not permit any mechanic's liens or other liens to be placed
upon the Premises or Tenant's leasehold interest therein, the Building, or the
Property. Landlord's title to the Building and Property is and always shall be
paramount to the interest of Tenant, and nothing herein contained shall empower
Tenant to do any act that can, shall or may encumber Landlord's title. In the
event any such lien does attach, Tenant shall, within five (5) days of notice of
the filing of said lien, either discharge or bond over such lien to the
satisfaction of Landlord and Landlord's Mortgagee (as hereinafter defined), and
in such a manner as to remove the lien as an encumbrance against the Building
and Property. If Tenant shall fail to so discharge or bond over such lien, then,
in addition to any other right or remedy of Landlord, Landlord may, but shall
not be obligated to bond over or discharge the same. Any amount paid by Landlord
for any of the aforesaid purposes, including reasonable attorneys' fees (if and
to the extent permitted by law) shall be paid by Tenant to Landlord on demand as
Additional Base Rental. Landlord shall have the right to post and keep posted on
the Premises any notices that may be provided by law or which Landlord may deem
to be proper for the protection of Landlord, the Premises and the Building from
such liens.

XV. Indemnity and Waiver of Claims.

      A.    Tenant shall indemnify, defend and hold Landlord, its members,
            principals, beneficiaries, partners, officers, directors, employees,
            Mortgagee(s) and agents, and the respective principals and members
            of any such agents (collectively the "Landlord Related Parties")
            harmless against and from all liabilities, obligations, damages,
            penalties, claims, costs, charges and expenses, including, without
            limitation, reasonable attorneys' fees and other professional fees
            (if and to the extent permitted by law), which may be imposed upon,
            incurred by, or asserted against Landlord or any of the Landlord
            Related Parties and arising, directly or indirectly, out of or in
            connection with the use, occupancy or maintenance of the Premises
            by, through or under Tenant including, without limitation, any of
            the following: (1) any work or thing done in, on or about the
            Premises or any part thereof by Tenant or any of its transferees,
            agents, servants, contractors, employees, customers, licensees or
            invitees; (2) any use, non-use, possession, occupation, condition,
            operation or maintenance of the Premises or any part thereof; (3)
            any act or omission of Tenant or any of its transferees, agents,
            servants, contractors, employees, customers, licensees or invitees,
            regardless of whether such act or omission occurred within the
            Premises; (4) any injury or damage to any person or property
            occurring in, on or about the Premises or any part thereof; or (5)
            any failure on the part of Tenant to perform or comply with any of
            the covenants, agreements, terms or conditions contained in this
            Lease with which Tenant must comply or perform. In case any action
            or proceeding is brought against Landlord or any of the Landlord
            Related Parties by reason of any of the foregoing, Tenant shall, at
            Tenant's sole cost and expense, resist and defend such action or
            proceeding with counsel approved by Landlord or, at Landlord's
            option, reimburse Landlord for the cost of any counsel retained
            directly by Landlord to defend and resist such action or proceeding.
            Notwithstanding the foregoing provisions of this Section XV, nothing
            contained in this Lease shall be deemed to constitute a release of
            Landlord from, or an obligation to indemnify Landlord for, its own
            negligence.

      B.    Landlord and the Landlord Related Parties shall not be liable for,
            and Tenant hereby waives, all claims for loss or damage to Tenant's
            business or damage to person or property sustained by Tenant or any
            person claiming by, through or under Tenant [including Tenant's
            principals, agents and employees (collectively, the "Tenant Related
            Parties")] resulting from any accident or occurrence in, on or about
            the Premises, the Building or the Property, including, without
            limitation, claims for loss, theft or damage resulting from: (1) the
            Premises, Building, or Property, or any equipment or appurtenances
            becoming out of repair; (2) wind or weather; (3) any defect in or
            failure to operate, for whatever reason, any sprinkler, heating or
            air-


                                       14
<PAGE>   17

            conditioning equipment, electric wiring, gas, water or steam pipes;
            (4) broken glass; (5) the backing up of any sewer pipe or downspout;
            (6) the bursting, leaking or running of any tank, water closet,
            drain or other pipe; (7) the escape of steam or water; (8) water,
            snow or ice being upon or coming through the roof, skylight, stairs,
            doorways, windows, walks or any other place upon or near the
            Building; (9) the falling of any fixture, plaster, tile or other
            material; (10) any act, omission or negligence of other tenants,
            licensees or any other persons or occupants of the Building or of
            adjoining or contiguous buildings, or owners of adjacent or
            contiguous property or the public, or by construction of any
            private, public or quasi-public work; or (11) any other cause of any
            nature except, as to items 1-9, where such loss or damage is due to
            Landlord's willful failure to make repairs required to be made
            pursuant to other provisions of this Lease, after the expiration of
            a reasonable time after written notice to Landlord of the need for
            such repairs. To the maximum extent permitted by law, Tenant agrees
            to use and occupy the Premises, and to use such other portions of
            the Building as Tenant is herein given the right to use, at Tenant's
            own risk.

XVI. Tenant's Insurance.

      A.    At all times commencing on and after the earlier of the Commencement
            Date and the date Tenant or its agents, employees or contractors
            enters the Premises for any purpose, Tenant shall carry and
            maintain, at its sole cost and expense:

            19.   Commercial General Liability Insurance applicable to the
                  Premises and its appurtenances providing, on an occurrence
                  basis, a minimum combined single limit of Two Million Dollars
                  ($2,000,000.00), with a contractual liability endorsement
                  covering Tenant's indemnity obligations under this Lease.

            20.   All Risks of Physical Loss Insurance written at replacement
                  cost value and with a replacement cost endorsement covering
                  all of Tenant's Property in the Premises.

            21.   Workers' Compensation Insurance as required by the state in
                  which the Premises is located and in amounts as may be
                  required by applicable statute, and Employers' Liability
                  Coverage of One Million Dollars ($1,000,000.00) per
                  occurrence.

            22.   Whenever good business practice, in Landlord's reasonable
                  judgment, indicates the need of additional insurance coverage
                  or different types of insurance in connection with the
                  Premises or Tenant's use and occupancy thereof Tenant shall,
                  upon request, obtain such insurance at Tenant's expense and
                  provide Landlord with evidence thereof.

      B.    Except for items for which Landlord is responsible under the Work
            Letter Agreement, before any repairs, alterations, additions,
            improvements, or construction are undertaken by or on behalf of
            Tenant, Tenant shall carry and maintain, at its expense, or Tenant
            shall require any contractor performing work on the Premises to
            carry and maintain, at no expense to Landlord, in addition to
            Workers' Compensation Insurance as required by the jurisdiction in
            which the Building is located, All Risk Builder's Risk Insurance in
            the amount of the replacement cost of any alterations, additions or
            improvements (or such other amount reasonably required by Landlord)
            and Commercial General Liability Insurance (including, without
            limitation, Contractor's Liability coverage, Contractual Liability
            coverage and Completed Operations coverage,) written on an
            occurrence basis with a minimum combined single limit of Two Million
            Dollars ($2,000,000.00) and adding "the named Landlord hereunder (or
            any successor thereto), Equity Office Properties Trust, a Maryland
            real estate investment trust, EOP Operating Limited Partnership, a
            Delaware limited partnership, and their respective members,
            principals, beneficiaries, partners, officers, directors, employees,
            agents and any Mortgagee(s)", and other designees of Landlord as the
            interest of such designees shall appear, as additional insureds
            (collectively referred to as the "Additional Insureds").

      C.    Any company writing any insurance which Tenant is required to
            maintain or cause to be maintained pursuant to the terms of this
            Lease (all such insurance as well as any other insurance pertaining
            to the Premises or the operation of Tenant's business therein being
            referred to as "Tenant's Insurance"), as well as the form of such
            insurance, shall at all times be subject to Landlord's reasonable
            approval, and each


                                       15
<PAGE>   18

            such insurance company shall have an A.M. Best rating of "A-" or
            better and shall be licensed and qualified to do business in the
            state in which the Premises is located. All policies evidencing
            Tenant's Insurance (except for Workers' Compensation Insurance)
            shall specify Tenant as named insured and the Additional Insureds as
            additional insureds. Provided that the coverage afforded Landlord
            and any designees of Landlord shall not be reduced or otherwise
            adversely affected, all of Tenant's Insurance may be carried under a
            blanket policy covering the Premises and any other of Tenant's
            locations. All policies of Tenant's Insurance shall contain
            endorsements that the insurer(s) will give to Landlord and its
            designees at least thirty (30) days' advance written notice of any
            change, cancellation, termination or lapse of said insurance. Tenant
            shall be solely responsible for payment of premiums for all of
            Tenant's Insurance. Tenant shall deliver to Landlord at least
            fifteen (15) days prior to the time Tenant's Insurance is first
            required to be carried by Tenant, and upon renewals at least fifteen
            (15) days prior to the expiration of any such insurance coverage, a
            certificate of insurance of all policies procured by Tenant in
            compliance with its obligations under this Lease. The limits of
            Tenant's Insurance shall in no event limit Tenant's liability under
            this Lease.

      D.    Tenant shall not do or fail to do anything in, upon or about the
            Premises which will: (1) violate the terms of any of Landlord's
            insurance policies; (2) prevent Landlord from obtaining policies of
            insurance acceptable to Landlord or any Mortgagees; or (3) result in
            an increase in the rate of any insurance on the Premises, the
            Building, any other property of Landlord or of others within the
            Building. In the event of the occurrence of any of the events set
            forth in this Section, Tenant shall pay Landlord upon demand, as
            Additional Base Rental, the cost of the amount of any increase in
            any such insurance premium, provided that the acceptance by Landlord
            of such payment shall not be construed to be a waiver of any rights
            by Landlord in connection with a default by Tenant under the Lease.
            If Tenant fails to obtain the insurance coverage required by this
            Lease, Landlord may, at its option, obtain such insurance for
            Tenant, and Tenant shall pay, as Additional Base Rental, the cost of
            all premiums thereon and all of Landlord's costs associated
            therewith.

XVII. Subrogation.

      Notwithstanding anything set forth in this Lease to the contrary, Landlord
and Tenant do hereby waive any and all right of recovery, claim, action or cause
of action against the other, their respective principals, beneficiaries,
partners, officers, directors, agents, and employees, and, with respect to
Landlord, its Mortgagee(s), for any loss or damage that may occur to Landlord or
Tenant or any party claiming by, through or under Landlord or Tenant, as the
case may be, with respect to their respective property, the Building, the
Property or the Premises or any addition or improvements thereto, or any
contents therein, by reason of fire, the elements or any other cause, regardless
of cause or origin, including the negligence of Landlord or Tenant, or their
respective principals, beneficiaries, partners, officers, directors, agents and
employees and, with respect to Landlord, its Mortgagee(s), which loss or damage
is (or would have been, had the insurance required by this Lease been carried)
covered by insurance. Since this mutual waiver will preclude the assignment of
any such claim by subrogation (or otherwise) to an insurance company (or any
other person), Landlord and Tenant each agree to give each insurance company
which has issued, or in the future may issue, policies of insurance, with
respect to the items covered by this waiver, written notice of the terms of this
mutual waiver, and to have such insurance policies properly endorsed, if
necessary, to prevent the invalidation of any of the coverage provided by such
insurance policies by reason of such mutual waiver. For the purpose of the
foregoing waiver, the amount of any deductible applicable to any loss or damage
shall be deemed covered by, and recoverable by the insured under the insurance
policy to which such deductible relates. In the event that Tenant is permitted
to and self-insures any risk which would have been covered by the insurance
required to be carried by Tenant pursuant to Article XVI of the Lease, or if
Tenant fails to carry any insurance required to be carried by Tenant pursuant to
Article XVI of this Lease, then all loss or damage to Tenant, its leasehold
interest, its business, its property, the Premises or any additions or
improvements thereto or contents thereof shall be deemed covered by and
recoverable by Tenant under valid and collectible policies of insurance.

XVIII. Landlord's Insurance.

      Landlord shall maintain property insurance on the Building in such amounts
as Landlord reasonably elects. The cost of such insurance shall be included as a
part of the Basic Costs, and payments for losses and recoveries thereunder shall
be made solely to Landlord or the Mortgagees of Landlord as their interests
shall appear.


                                       16
<PAGE>   19

XIX. Casualty Damage.

      If the Premises or any part thereof shall be damaged by fire or other
casualty, Tenant shall give prompt written notice thereof to Landlord. In case
the Building shall be so damaged that in Landlord's reasonable judgment,
substantial alteration or reconstruction of the Building shall be required
(whether or not the Premises has been damaged by such casualty) or in the event
Landlord will not be permitted by applicable law to rebuild the Building in
substantially the same form as existed prior to the fire or casualty or in the
event the Premises has been materially damaged and there is less than two (2)
years of the Lease Term remaining on the date of such casualty or in the event
any Mortgagee should require that the insurance proceeds payable as a result of
a casualty be applied to the payment of the mortgage debt or in the event of any
material uninsured loss to the Building, Landlord may, at its option, terminate
this Lease by notifying Tenant in writing of such termination within ninety (90)
days after the date of such casualty. Such termination shall be effective as of
the date of fire or casualty, with respect to any portion of the Premises that
was rendered untenantable, and the effective date of termination specified in
Landlord's notice, with respect to any portion of the Premises that remained
tenantable. If Landlord does not elect to terminate this Lease, Landlord shall
commence and proceed with reasonable diligence to restore the Building (provided
that Landlord shall not be required to restore any unleased premises in the
Building) and the Leasehold Improvements (but excluding any improvements,
alterations or additions made by Tenant in violation of this Lease) located
within the Premises, if any, which Landlord has insured to substantially the
same condition they were in immediately prior to the happening of the casualty.
Notwithstanding the foregoing, Landlord's obligation to restore the Building,
and the Leasehold Improvements, if any, shall not require Landlord to expend for
such repair and restoration work more than the insurance proceeds actually
received by the Landlord as a result of the casualty. When repairs to the
Premises have been completed by Landlord, Tenant shall complete the restoration
or replacement of all Tenant's Property necessary to permit Tenant's reoccupancy
of the Premises, and Tenant shall present Landlord with evidence satisfactory to
Landlord of Tenant's ability to pay such costs prior to Landlord's commencement
of repair and restoration of the Premises. Landlord shall not be liable for any
inconvenience or annoyance to Tenant or injury to the business of Tenant
resulting in any way from such damage or the repair thereof, except that,
subject to the provisions of the next sentence, Landlord shall allow Tenant a
fair diminution of Rent on a per diem basis during the time and to the extent
any damage to the Premises causes the Premises to be rendered untenantable and
not used by Tenant. If the Premises or any other portion of the Building is
damaged by fire or other casualty resulting from the negligence of Tenant or any
Tenant Related Parties, the Rent hereunder shall not be diminished during any
period during which the Premises, or any portion thereof, is untenantable
(except to the extent Landlord is entitled to be reimbursed by the proceeds of
any rental interruption insurance), and Tenant shall be liable to Landlord for
the cost of the repair and restoration of the Building caused thereby to the
extent such cost and expense is not covered by insurance proceeds. Landlord and
Tenant hereby waive the provisions of any law from time to time in effect during
the Lease Term relating to the effect upon leases of partial or total
destruction of leased property. Landlord and Tenant agree that their respective
rights in the event of any damage to or destruction of the Premises shall be
those specifically set forth herein.

XX. Demolition.

      Landlord shall have the right to terminate this Lease if Landlord proposes
or is required, for any reason, to remodel, remove, or demolish the Building or
any substantial portion thereof. Such cancellation shall be exercised by
Landlord by the service of not less than ninety (90) days' written notice of
such termination. Such notice shall set forth the date upon which the
termination will be effective. No money or other consideration shall be payable
by Landlord to Tenant for Landlord's exercise of this right, and the right is
hereby reserved to Landlord and all purchasers, successors, assigns,
transferees, and ground tenants of Landlord, as the case may be, and is in
addition to all other rights of Landlord. Tenant has read the foregoing and
understands that Landlord has a right to terminate this Lease as provided above.

XXI. Condemnation.

      If (a) the whole or any substantial part of the Premises or (b) any
portion of the Building or Property which would leave the remainder of the
Building unsuitable for use as an office building comparable to its use on the
Commencement Date, shall be taken or condemned for any public or quasi-public
use under governmental law, ordinance or regulation, or by right of eminent
domain, or by private purchase in lieu thereof then Landlord may, at its option,
terminate this Lease effective as of the date the physical taking of said
Premises or said portion of the Building or Property shall occur. In the event
this Lease is not terminated, the Rentable Area of the Building, the Rentable


                                       17
<PAGE>   20

Area of the Premises and Tenant's Pro Rata Share shall be appropriately
adjusted. In addition, Rent for any portion of the Premises so taken or
condemned shall be abated during the unexpired term of this Lease effective when
the physical taking of said portion of the Premises shall occur. All
compensation awarded for any such taking or condemnation, or sale proceeds in
lieu thereof, shall be the property of Landlord, and Tenant shall have no claim
thereto, the same being hereby expressly waived by Tenant, except for any
portions of such award or proceeds which are specifically allocated by the
condemning or purchasing party for the taking of or damage to trade fixtures of
Tenant, which Tenant specifically reserves to itself.

XXII. Events of Default.

      The following events shall be deemed to be events of default under this
Lease:

      A.    Tenant shall fail to pay when due any Base Rental, Additional Base
            Rental or other Rent under this Lease and such failure shall
            continue for three (3) days after written notice from Landlord
            (hereinafter sometimes referred to as a "Monetary Default").

      B.    Any failure by Tenant (other than a Monetary Default) to comply with
            any term, provision or covenant of this Lease, including, without
            limitation, the rules and regulations, which failure is not cured
            within ten (10) days after delivery to Tenant of notice of the
            occurrence of such failure, provided that if any such failure
            creates a hazardous condition, such failure must be cured
            immediately. Notwithstanding the foregoing, if Tenant fails to
            comply with any particular provision or covenant of this Lease,
            including, without limitation, Tenant's obligation to pay Rent when
            due, on three (3) occasions during any twelve (12) month period, any
            subsequent violation of such provision or covenant shall be
            considered to be an incurable default by Tenant.

      C.    Tenant or any Guarantor shall become insolvent, or shall make a
            transfer in fraud of creditors, or shall commit an act of bankruptcy
            or shall make an assignment for the benefit of creditors, or Tenant
            or any Guarantor shall admit in writing its inability to pay its
            debts as they become due.

      D.    Tenant or any Guarantor shall file a petition under any section or
            chapter of the United States Bankruptcy Code, as amended, pertaining
            to bankruptcy, or under any similar law or statute of the United
            States or any State thereof, or Tenant or any Guarantor shall be
            adjudged bankrupt or insolvent in proceedings filed against Tenant
            or any Guarantor thereunder; or a petition or answer proposing the
            adjudication of Tenant or any Guarantor as a debtor or its
            reorganization under any present or future federal or state
            bankruptcy or similar law shall be filed in any court and such
            petition or answer shall not be discharged or denied within sixty
            (60) days after the filing thereof.

      E.    A receiver or trustee shall be appointed for all or substantially
            all of the assets of Tenant or any Guarantor or of the Premises or
            of any of Tenant's Property located thereon in any proceeding
            brought by Tenant or any Guarantor, or any such receiver or trustee
            shall be appointed in any proceeding brought against Tenant or any
            Guarantor and shall not be discharged within sixty (60) days after
            such appointment or Tenant or such Guarantor shall consent to or
            acquiesce in such appointment.

      F.    The leasehold estate hereunder shall be taken on execution or other
            process of law or equity in any action against Tenant.

      G.    Tenant shall abandon or vacate any substantial portion of the
            Premises without the prior written permission of Landlord.

      H.    Tenant shall fail to take possession of and occupy the Premises
            within thirty (30) days following the Commencement Date and
            thereafter continuously conduct its operations in the Premises for
            the Permitted Use.

      I.    The liquidation, termination, dissolution, forfeiture of right to do
            business, or death of Tenant or any Guarantor.

      J.    Tenant is in default beyond any notice and cure period under any
            other lease with Landlord.


                                       18
<PAGE>   21

XXIII. Remedies.

      A.    Upon the occurrence of any event or events of default under this
            Lease, Landlord shall have the option to pursue any one or more of
            the following remedies without any notice (except as expressly
            prescribed in Article XXII above) or demand whatsoever (and without
            limiting the generality of the foregoing, Tenant hereby specifically
            waives notice and demand for payment of Rent or other obligations
            due [except as expressly prescribed in Article XXII above] and
            waives any and all other notices or demand requirements imposed by
            applicable law):

            23.   Terminate this Lease, in which event Tenant shall immediately
                  surrender the Premises to Landlord. If Tenant fails to
                  surrender the Premises upon termination of the Lease
                  hereunder, Landlord may without prejudice to any other remedy
                  which it may have, enter upon and take possession of the
                  Premises and expel or remove Tenant and any other person who
                  may be occupying said Premises, or any part thereof, and
                  Tenant hereby agrees to pay to Landlord on demand the amount
                  of all loss and damage, including consequential damage, which
                  Landlord may suffer by reason of such termination, whether
                  through inability to relet the Premises on satisfactory terms
                  or otherwise, specifically including but not limited to all
                  Costs of Reletting (hereinafter defined) and any deficiency
                  that may arise by reason of any reletting or failure to relet.

            24.   Enter upon and take possession of the Premises and expel or
                  remove Tenant or any other person who may be occupying said
                  Premises, or any part thereof, without having any civil or
                  criminal liability therefor and without terminating this
                  Lease. Landlord may (but shall be under no obligation to)
                  relet the Premises or any part thereof for the account of
                  Tenant, in the name of Tenant or Landlord or otherwise,
                  without notice to Tenant for such term or terms which may be
                  greater or less than the period which would otherwise have
                  constituted the balance of the Lease Term and on such
                  conditions (which may include concessions, free rent and
                  alterations of the Premises) and for such uses as Landlord in
                  its absolute discretion may determine, and Landlord may
                  collect and receive any rents payable by reason of such
                  reletting. Tenant agrees to pay Landlord on demand all Costs
                  of Reletting and any deficiency that may arise by reason of
                  such reletting or failure to relet. Landlord shall not be
                  responsible or liable for any failure to relet the Premises or
                  any part thereof or for any failure to collect any Rent due
                  upon any such reletting. No such re-entry or taking of
                  possession of the Premises by Landlord shall be construed as
                  an election on Landlord's part to terminate this Lease unless
                  a written notice of such termination is given to Tenant.

            25.   Enter upon the Premises without having any civil or criminal
                  liability therefor, and do whatever Tenant is obligated to do
                  under the terms of this Lease, and Tenant agrees to reimburse
                  Landlord on demand for any expense which Landlord may incur in
                  thus affecting compliance with Tenant's obligations under this
                  Lease together with interest at the lesser of a per annum rate
                  equal to: (a) the Maximum Rate, or (b) the Prime Rate plus
                  five percent (5%).

            26.   In order to regain possession of the Premises and to deny
                  Tenant access thereto in any instance in which Landlord has
                  terminated this Lease or Tenant's right to possession, or to
                  limit access to the Premises in accordance with local law in
                  the event of a default by Tenant, Landlord or its agent may,
                  at the expense and liability of the Tenant, alter or change
                  any or all locks or other security devices controlling access
                  to the Premises without posting or giving notice of any kind
                  to Tenant. Landlord shall have no obligation to provide Tenant
                  a key or grant Tenant access to the Premises so long as Tenant
                  is in default under this Lease. Tenant shall not be entitled
                  to recover possession of the Premises, terminate this Lease,
                  or recover any actual, incidental, consequential, punitive,
                  statutory or other damages or award of attorneys' fees, by
                  reason of Landlord's alteration or change of any lock or other
                  security device. Landlord may, without notice, remove and
                  either dispose of or store, at Tenant's expense, any property
                  belonging to Tenant that remains in the Premises after
                  Landlord has regained possession thereof.


                                       19
<PAGE>   22

            27.   Terminate this Lease, in which event, Tenant shall immediately
                  surrender the Premises to Landlord and pay to Landlord the sum
                  of: (a) all Rent accrued hereunder through the date of
                  termination, and, upon Landlord's determination thereof, (b)
                  an amount equal to: the total Rent that Tenant would have been
                  required to pay for the remainder of the Lease Term discounted
                  to present value at the Prime Rate then in effect, minus the
                  then present fair rental value of the Premises for the
                  remainder of the Lease Term, similarly discounted, after
                  deducting all anticipated Costs of Reletting (as defined
                  below).

      B.    For purposes of this Lease, the term "Costs of Reletting" shall mean
            all costs and expenses incurred by Landlord in connection with the
            reletting of the Premises, including without limitation, the cost of
            cleaning, renovation, repairs, decoration and alteration of the
            Premises for a new tenant or tenants, advertisement, marketing,
            brokerage and legal fees (if and to the extent permitted by law),
            the cost of protecting or caring for the Premises while vacant, the
            cost of removing and storing any property located on the Premises,
            any increase in insurance premiums caused by the vacancy of the
            Premises and any other out-of-pocket expenses incurred by Landlord
            including tenant incentives, allowances and inducements.

      C.    Except as otherwise herein provided, no repossession or re-entering
            of the Premises or any part thereof pursuant to Article XXIII hereof
            or otherwise shall relieve Tenant or any Guarantor of its
            liabilities and obligations hereunder, all of which shall survive
            such repossession or re-entering. Notwithstanding any such
            repossession or re-entering by reason of the occurrence of an event
            of default, Tenant will pay to Landlord the Rent required to be paid
            by Tenant pursuant to this Lease.

      D.    No right or remedy herein conferred upon or reserved to Landlord is
            intended to be exclusive of any other right or remedy, and each and
            every right and remedy shall be cumulative and in addition to any
            other right or remedy given hereunder or now or hereafter existing
            by agreement, applicable law or in equity. In addition to other
            remedies provided in this Lease, Landlord shall be entitled, to the
            extent permitted by applicable law, to injunctive relief, or to a
            decree compelling performance of any of the covenants, agreements,
            conditions or provisions of this Lease, or to any other remedy
            allowed to Landlord at law or in equity. Forbearance by Landlord to
            enforce one or more of the remedies herein provided upon an event of
            default shall not be deemed or construed to constitute a waiver of
            such default.

      E.    This Article XXIII shall be enforceable to the maximum extent such
            enforcement is not prohibited by applicable law, and the
            unenforceability of any portion thereof shall not thereby render
            unenforceable any other portion.

XXIV. LIMITATION OF LIABILITY.

      NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE
LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD HEREUNDER) TO TENANT SHALL
BE LIMITED TO THE INTEREST OF LANDLORD IN THE BUILDING, AND TENANT AGREES TO
LOOK SOLELY TO LANDLORD'S INTEREST IN THE BUILDING FOR THE RECOVERY OF ANY
JUDGMENT OR AWARD AGAINST THE LANDLORD, IT BEING INTENDED THAT NEITHER LANDLORD
NOR ANY MEMBER, PRINCIPAL, PARTNER, SHAREHOLDER, OFFICER, DIRECTOR OR
BENEFICIARY OF LANDLORD SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR
DEFICIENCY. TENANT HEREBY COVENANTS THAT, PRIOR TO THE FILING OF ANY SUIT FOR AN
ALLEGED DEFAULT BY LANDLORD HEREUNDER, IT SHALL GIVE LANDLORD AND ALL MORTGAGEES
WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES OR DEED OF TRUST LIENS ON THE
PROPERTY, BUILDING OR PREMISES NOTICE AND REASONABLE TIME TO CURE SUCH ALLEGED
DEFAULT BY LANDLORD. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL LANDLORD
OR ANY MORTGAGEES OR LANDLORD RELATED PARTIES EVER BE LIABLE FOR ANY
CONSEQUENTIAL OR INCIDENTAL DAMAGES OR ANY LOST PROFITS OF TENANT.

XXV. No Waiver.

      Failure of Landlord to declare any default immediately upon its
occurrence, or delay in taking any action in connection with an event of default
shall not constitute a waiver of such default, nor


                                       20
<PAGE>   23

shall it constitute an estoppel against Landlord, but Landlord shall have the
right to declare the default at any time and take such action as is lawful or
authorized under this Lease. Failure by Landlord to enforce its rights with
respect to any one default shall not constitute a waiver of its rights with
respect to any subsequent default. Receipt by Landlord of Tenant's keys to the
Premises shall not constitute an acceptance or surrender of the Premises.

XXVI. Event of Bankruptcy.

      In addition to, and in no way limiting the other remedies set forth
herein, Landlord and Tenant agree that if Tenant ever becomes the subject of a
voluntary or involuntary bankruptcy, reorganization, composition, or other
similar type proceeding under the federal bankruptcy laws, as now enacted or
hereinafter amended, then:

      A.    "Adequate protection" of Landlord's interest in the Premises
            pursuant to the provisions of Section 361 and 363 (or their
            successor sections) of the Bankruptcy Code, 11 U.S.C. Section 101 et
            seq., (such Bankruptcy Code as amended from time to time being
            herein referred to as the "Bankruptcy Code"), prior to assumption
            and/or assignment of the Lease by Tenant shall include, but not be
            limited to all (or any part) of the following:

            28.   the continued payment by Tenant of the Base Rental and all
                  other Rent due and owing hereunder and the performance of all
                  other covenants and obligations hereunder by Tenant;

            29.   the furnishing of an additional/new security deposit by Tenant
                  in the amount of three (3) times the then current monthly Base
                  Rental.

      B.    "Adequate assurance of future performance" by Tenant and/or any
            assignee of Tenant pursuant to Bankruptcy Code Section 365 will
            include (but not be limited to) payment of an additional/new
            Security Deposit in the amount of three (3) times the then current
            monthly Base Rental payable hereunder.

      C.    Any person or entity to which this Lease is assigned pursuant to the
            provisions of the Bankruptcy Code, shall be deemed without further
            act or deed to have assumed all of the obligations of Tenant arising
            under this Lease on and after the effective date of such assignment.
            Any such assignee shall, upon demand by Landlord, execute and
            deliver to Landlord an instrument confirming such assumption of
            liability.

      D.    Notwithstanding anything in this Lease to the contrary, all amounts
            payable by Tenant to or on behalf of the Landlord under this Lease,
            whether or not expressly denominated as "Rent," shall constitute
            "rent" for the purposes of Section 502(b) (6) of the Bankruptcy
            Code.

      E.    If this Lease is assigned to any person or entity pursuant to the
            provisions of the Bankruptcy Code, any and all monies or other
            considerations payable or otherwise to be delivered to Landlord
            (including Base Rentals and other Rent hereunder), shall be and
            remain the exclusive property of Landlord and shall not constitute
            property of Tenant or of the bankruptcy estate of Tenant. Any and
            all monies or other considerations constituting Landlord's property
            under the preceding sentence not paid or delivered to Landlord shall
            be held in trust by Tenant or Tenant's bankruptcy estate for the
            benefit of Landlord and shall be promptly paid to or turned over to
            Landlord.

      F.    If Tenant assumes this Lease and proposes to assign the same
            pursuant to the provisions of the Bankruptcy Code to any person or
            entity who shall have made a bona fide offer to accept an assignment
            of this Lease on terms acceptable to the Tenant, then notice of such
            proposed offer/assignment, setting forth: (1) the name and address
            of such person or entity, (2) all of the terms and conditions of
            such offer, and (3) the adequate assurance to be provided Landlord
            to assure such person's or entity's future performance under the
            Lease, shall be given to Landlord by Tenant no later than twenty
            (20) days after receipt by Tenant, but in any event no later than
            ten (10) days prior to the date that Tenant shall make application
            to a court of competent jurisdiction for authority and approval to
            enter into such assumption and assignment, and Landlord shall
            thereupon have the prior right and option, to be exercised by notice
            to Tenant given at any time prior to the effective date of such
            proposed assignment, to accept an assignment of this Lease upon the
            same terms


                                       21
<PAGE>   24

            and conditions and for the same consideration, if any, as the bona
            fide offer made by such persons or entity, less any brokerage
            commission which may be payable out of the consideration to be paid
            by such person for the assignment of this Lease.

      G.    To the extent permitted by law, Landlord and Tenant agree that this
            Lease is a contract under which applicable law excuses Landlord from
            accepting performance from (or rendering performance to) any person
            or entity other than Tenant within the meaning of Sections 365(c)
            and 365(e) (2) of the Bankruptcy Code.

XXVII. Waiver of Jury Trial.

      Landlord and Tenant hereby waive any right to a trial by jury in any
action or proceeding based upon, or related to, the subject matter of this
Lease. This waiver is knowingly, intentionally, and voluntarily made by Tenant,
and Tenant acknowledges that neither Landlord nor any person acting on behalf of
Landlord has made any representations of fact to induce this waiver of trial by
jury or in any way to modify or nullify its effect. Tenant further acknowledges
that it has been represented (or has had the opportunity to be represented) in
the signing of this Lease and in the making of this waiver by independent legal
counsel, selected of its own free will, and that it has had the opportunity to
discuss this waiver with counsel.

XXVIII. Relocation.

      Landlord, at its expense at any time before or during the Lease Term,
shall be entitled to cause Tenant to relocate from the Premises to space
containing approximately the same Rentable Area as the Premises (the "Relocation
Space") within the Building or adjacent buildings within the same project at any
time upon sixty (60) days' prior written notice to Tenant. Such a relocation
shall not affect this Lease except that from and after the date of such
relocation, "Premises" shall refer to the Relocation Space into which Tenant has
been moved, rather than the original Premises as herein defined, and the Base
Rental shall be adjusted so that immediately following such relocation the Base
Rental for the Relocation Space per annum on a per square foot of Rentable Area
basis shall be the same as the Base Rental per annum immediately prior to such
relocation for the original Premises on a per square foot of Rentable Area
basis. Tenant's Pro Rata Share shall also be adjusted in accordance with the
formula set forth in this Lease.

XXIX. Holding Over.

      In the event of holding over by Tenant after expiration or other
termination of this Lease or in the event Tenant continues to occupy the
Premises after the termination of Tenant's right of possession pursuant to
Articles XXII and XXIII hereof, occupancy of the Premises subsequent to such
termination or expiration shall be that of a tenancy at sufferance and in no
event for month-to-month or year-to-year. Tenant shall, throughout the entire
holdover period, be subject to all the terms and provisions of this Lease and
shall pay for its use and occupancy an amount (on a per month basis without
reduction for any partial months during any such holdover) equal to twice the
sum of the Base Rental and Additional Base Rental due for the period immediately
preceding such holding over, provided that in no event shall Base Rental and
Additional Base Rental during the holdover period be less than the fair market
rental for the Premises. No holding over by Tenant or payments of money by
Tenant to Landlord after the expiration of the term of this Lease shall be
construed to extend the Lease Term or prevent Landlord from recovery of
immediate possession of the Premises by summary proceedings or otherwise. In
addition to the obligation to pay the amounts set forth above during any such
holdover period, Tenant also shall be liable to Landlord for all damage,
including any consequential damage, which Landlord may suffer by reason of any
holding over by Tenant, and Tenant shall indemnify Landlord against any and all
claims made by any other tenant or prospective tenant against Landlord for delay
by Landlord in delivering possession of the Premises to such other tenant or
prospective tenant.

XXX. Subordination to Mortgages; Estoppel Certificate.

      Tenant accepts this Lease subject and subordinate to any mortgage, deed of
trust, ground lease or other lien presently existing or hereafter arising upon
the Premises, or upon the Building and/or the Property and to any renewals,
modifications, refinancings and extensions thereof (any such mortgage, deed of
trust, lease or other lien being hereinafter referred to as a "Mortgage", and
the person or entity having the benefit of same being referred to hereinafter as
a "Mortgagee"), but Tenant agrees that any such Mortgagee shall have the right
at any time to subordinate such Mortgage to this Lease on such terms and subject
to such conditions as such Mortgagee may deem appropriate in its discretion.
This clause shall be self-operative and no further instrument of subordination
shall be required. However, Landlord is hereby irrevocably vested with full
power and


                                       22
<PAGE>   25

authority to subordinate this Lease to any Mortgage, and Tenant agrees upon
demand to execute such further instruments subordinating this Lease,
acknowledging the subordination of this Lease or attorning to the holder of any
such Mortgage as Landlord may request. The terms of this Lease are subject to
approval by the Landlord's existing lender(s) and any lender(s) who, at the time
of the execution of this Lease, have committed or are considering committing to
Landlord to make a loan secured by all or any portion of the Property, and such
approval is a condition precedent to Landlord's obligations hereunder. In the
event that Tenant should fail to execute any subordination or other agreement
required by this Article promptly as requested, Tenant hereby irrevocably
constitutes Landlord as its attorney-in-fact to execute such instrument in
Tenant's name, place and stead, it being agreed that such power is one coupled
with an interest in Landlord and is accordingly irrevocable. If any person shall
succeed to all or part of Landlord's interests in the Premises whether by
purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination
of lease or otherwise, and if and as so requested or required by such
successor-in-interest, Tenant shall, without charge, attorn to such
successor-in-interest. Tenant agrees that it will from time to time upon request
by Landlord and, within five (5) days of the date of such request, execute and
deliver to such persons as Landlord shall request an estoppel certificate or
other similar statement in recordable form certifying that this Lease is
unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect as so modified), stating the dates to
which Rent and other charges payable under this Lease have been paid, stating
that Landlord is not in default hereunder (or if Tenant alleges a default
stating the nature of such alleged default) and further stating such other
matters as Landlord shall reasonably require.

XXXI. Attorneys' Fees.

      In the event that Landlord should retain counsel and/or institute any suit
against Tenant for violation of or to enforce any of the covenants or conditions
of this Lease, or should Tenant institute any suit against Landlord for
violation of any of the covenants or conditions of this Lease, or should either
party intervene in any suit in which the other is a party to enforce or protect
its interest or rights hereunder, the prevailing party in any such suit shall be
entitled to all of its costs, expenses and reasonable fees of its attorney(s)
(if and to the extent permitted by law) in connection therewith.

XXXII. Notice.

      Whenever any demand, request, approval, consent or notice ("Notice") shall
or may be given to either of the parties by the other, each such Notice shall be
in writing and shall be sent by registered or certified mail with return receipt
requested, or sent by overnight courier service (such as Federal Express) at the
respective addresses of the parties for notices as set forth in Section I.A.10.
of this Lease, provided that if Tenant has vacated the Premises or is in default
of this Lease Landlord may serve Notice by any manner permitted by law. Any
Notice under this Lease delivered by registered or certified mail shall be
deemed to have been given, delivered, received and effective on the earlier of
(a) the third day following the day on which the same shall have been mailed
with sufficient postage prepaid or (b) the delivery date indicated on the return
receipt. Notice sent by overnight courier service shall be deemed given,
delivered, received and effective upon the day after such notice is delivered to
or picked up by the overnight courier service. Either party may, at any time,
change its Notice Address by giving the other party Notice stating the change
and setting forth the new address.

XXXIII. Landlord's Lien.

      In addition to any statutory lien for rent in Landlord's favor, Landlord
(the secured party for purposes hereof) shall have and Tenant (the debtor for
purposes hereof) hereby grants to Landlord, an express contract lien and a
continuing security interest to secure the payment of all Rent due hereunder
from Tenant, upon all goods, wares, equipment, fixtures, furniture, inventory,
accounts, contract rights, chattel paper and other personal property of Tenant
(and any transferees or other occupants of the Premises) presently or hereafter
situated on the Premises and upon all proceeds of any insurance which may accrue
to Tenant by reason of damage or destruction of any such property. In the event
of a default under this Lease, Landlord shall have, in addition to any other
remedies provided herein or by law, all rights and remedies under the Uniform
Commercial Code of the state in which the Premises is located, including without
limitation the right to sell the property described in this paragraph at public
or private sale upon ten (10) days' notice to Tenant, which notice Tenant hereby
agrees is adequate and reasonable. Tenant hereby agrees to execute such other
instruments necessary or desirable in Landlord's discretion to perfect the
security interest hereby created. Any statutory lien for rent is not hereby
waived, the express contractual lien herein granted being in addition and
supplementary thereto. Landlord and Tenant agree that this Lease and the
security interest granted herein serve as a financing statement, and a copy or
photographic or other reproduction of this Paragraph of this Lease may be filed
of record by Landlord and have


                                       23
<PAGE>   26

the same force and effect as the original. Tenant warrants and represents that
the collateral subject to the security interest granted herein is not purchased
or used by Tenant for personal, family or household purposes. Tenant further
warrants and represents to Landlord that the lien granted herein constitutes a
first and superior lien and that Tenant will not allow the placing of any other
lien upon any of the property described in this Article without the prior
written consent of Landlord.

XXXIV. Excepted Rights.

      This Lease does not grant any rights to light or air over or about the
Building. Landlord specifically excepts and reserves to itself the use of any
roofs, the exterior portions of the Premises, all rights to the land and
improvements below the improved floor level of the Premises, the improvements
and air rights above the Premises and the improvements and air rights located
outside the demising walls of the Premises, and such areas within the Premises
as are required for installation of utility lines and other installations
required to serve any occupants of the Building and the right to maintain and
repair the same, and no rights with respect thereto are conferred upon Tenant
unless otherwise specifically provided herein. Landlord further reserves to
itself the right from time to time: (a) to change the Building's name or street
address; (b) to install, fix and maintain signs on the exterior and interior of
the Building; (c) to designate and approve window coverings; (d) to make any
decorations, alterations, additions, improvements to the Building, or any part
thereof (including the Premises) which Landlord shall desire, or deem necessary
for the safety, protection, preservation or improvement of the Building, or as
Landlord may be required to do by law; (e) to have access to the Premises to
perform its duties and obligations and to exercise its rights under this Lease;
(f) to retain at all times and to use pass-keys to all locks within and into the
Premises; (g) to approve the weight, size, or location of heavy equipment, or
articles in and about the Premises; (h) to close or restrict access to the
Building at all times other than Normal Business Hours subject to Tenant's right
to admittance at all times under such regulations as Landlord may prescribe from
time to time, or to close (temporarily or permanently) any of the entrances to
the Building; (j) to change the arrangement and/or location of entrances of
passageways, doors and doorways, corridors, elevators, stairs, toilets and
public parts of the Building; (i) if Tenant has vacated the Premises during the
last six (6) months of the Lease Term, to perform additions, alterations and
improvements to the Premises in connection with a reletting or anticipated
reletting thereof without being responsible or liable for the value or
preservation of any then existing improvements to the Premises; and (k) to grant
to anyone the exclusive right to conduct any business or undertaking in the
Building. Landlord, in accordance with Article XII hereof, shall have the right
to enter the Premises in connection with the exercise of any of the rights set
forth herein and such entry into the Premises and the performance of any work
therein shall not constitute a constructive eviction or entitle Tenant to any
abatement or reduction of Rent by reason thereof.

XXXV. Surrender of Premises.

      At the expiration or earlier termination of this Lease or Tenant's right
of possession hereunder, Tenant shall remove all Tenant's Property from the
Premises, remove all Required Removables designated by Landlord and quit and
surrender the Premises to Landlord, broom clean, and in good order, condition
and repair, ordinary wear and tear excepted. If Tenant fails to remove any of
Tenant's Property within one (1) day after the termination of this Lease or
Tenant's right to possession hereunder, Landlord, at Tenant's sole cost and
expense, shall be entitled to remove and/or store such Tenant's Property and
Landlord shall in no event be responsible for the value, preservation or
safekeeping thereof. Tenant shall pay Landlord, upon demand, any and all
expenses caused by such removal and all storage charges against such property so
long as the same shall be in the possession of Landlord or under the control of
Landlord. In addition, if Tenant fails to remove any Tenant's Property from the
Premises or storage, as the case may be, within ten (10) days after written
notice from Landlord, Landlord, at its option, may deem all or any part of such
Tenant's Property to have been abandoned by Tenant and title thereof shall
immediately pass to Landlord.


                                       24
<PAGE>   27

XXXVI. Miscellaneous.

      A.    If any term or provision of this Lease, or the application thereof
            to any person or circumstance shall, to any extent, be invalid or
            unenforceable, the remainder of this Lease, or the application of
            such term or provision to persons or circumstances other than those
            as to which it is held invalid or unenforceable, shall not be
            affected thereby, and each term and provision of this Lease shall be
            valid and enforced to the fullest extent permitted by law. This
            Lease represents the result of negotiations between Landlord and
            Tenant, each of which has been (or has had opportunity to be)
            represented by counsel of its own selection, and neither of which
            has acted under duress or compulsion, whether legal, economic or
            otherwise. Consequently, Landlord and Tenant agree that the language
            in all parts of the Lease shall in all cases be construed as a whole
            according to its fair meaning and neither strictly for nor against
            Landlord or Tenant.

      B.    Tenant agrees not to record this Lease or any memorandum hereof
            without Landlord's prior written consent.

      C.    This Lease and the rights and obligations of the parties hereto
            shall be interpreted, construed, and enforced in accordance with the
            laws of the state in which the Building is located.

      D.    Events of "Force Majeure" shall include strikes, riots, acts of God,
            shortages of labor or materials, war, governmental law, regulations
            or restrictions and any other cause whatsoever that is beyond the
            control of Landlord. Whenever a period of time is herein prescribed
            for the taking of any action by Landlord, Landlord shall not be
            liable or responsible for, and there shall be excluded from the
            computation of such period of time, any delays due to events of
            Force Majeure.

      E.    Landlord shall have the right to transfer and assign, in whole or in
            part, all of its rights and obligations hereunder and in the
            Building and Property referred to herein, and in such event and upon
            such transfer Landlord shall be released from any further
            obligations hereunder, and Tenant agrees to look solely to such
            successor in interest of Landlord for the performance of such
            obligations.

      F.    Tenant hereby represents to Landlord that it has dealt directly with
            and only with the Broker as a broker in connection with this Lease.
            Tenant agrees to indemnify and hold Landlord and the Landlord
            Related Parties harmless from all claims of any brokers claiming to
            have represented Tenant in connection with this Lease. Landlord
            agrees to indemnify and hold Tenant and the Tenant Related Parties
            harmless from all claims of any brokers claiming to have represented
            Landlord in connection with this Lease.

      G.    If there is more than one Tenant, or if the Tenant is comprised of
            more than one person or entity, the obligations hereunder imposed
            upon Tenant shall be joint and several obligations of all such
            parties. If Tenant is a partnership, then each present and future
            partner shall be personally bound by and upon all of the covenants,
            agreements, terms, provisions and conditions set forth in this Lease
            on the part of Tenant to be performed. In confirmation of the
            foregoing, Landlord may (but without being required to do so)
            request (and Tenant shall duly comply) that Tenant, at the time that
            Tenant admits any new partner to its partnership, shall require each
            such new partner to execute an agreement in form and substance
            satisfactory to Landlord whereby such new partner shall agree to be
            personally bound by and upon all of the covenants, agreements,
            terms, provisions and conditions of this Lease on the part of Tenant
            to be performed, without regard to the time when such new partner is
            admitted to partnership or when any obligations under any such
            covenants, etc., accrue. All notices, payments, and agreements given
            or made by, with or to any one of such persons or entities shall be
            deemed to have been given or made by, with or to all of them.

      H.    In the event Tenant is a corporation (including any form of
            professional association), partnership (general or limited), or
            other form of organization other than an individual (each such
            entity is individually referred to herein as an "Organizational
            Entity"), then Tenant hereby covenants, warrants and represents: (1)
            that such individual is duly authorized to execute or attest and
            deliver this Lease on behalf of Tenant in accordance with the
            organizational documents of Tenant; (2) that this Lease is


                                       25
<PAGE>   28

            binding upon Tenant; (3) that Tenant is duly organized and legally
            existing in the state of its organization, and is qualified to do
            business in the state in which the Premises is located; and (4) that
            the execution and delivery of this Lease by Tenant will not result
            in any breach of, or constitute a default under any mortgage, deed
            of trust, lease, loan, credit agreement, partnership agreement or
            other contract or instrument to which Tenant is a party or by which
            Tenant may be bound. If Tenant is an Organizational Entity, upon
            request, Tenant will, prior to the Commencement Date, deliver to
            Landlord true and correct copies of all organizational documents of
            Tenant, including, without limitation, copies of an appropriate
            resolution or consent of Tenant's board of directors or other
            appropriate governing body of Tenant authorizing or ratifying the
            execution and delivery of this Lease, which resolution or consent
            will be duly certified to Landlord's satisfaction by an appropriate
            individual with authority to certify such documents, such as the
            secretary or assistant secretary or the managing general partner of
            Tenant.

      I.    Tenant acknowledges that the financial capability of Tenant to
            perform its obligations hereunder is material to Landlord and that
            Landlord would not enter into this Lease but for its belief, based
            on its review of Tenant's financial statements, that Tenant is
            capable of performing such financial obligations. Tenant hereby
            represents, warrants and certifies to Landlord that its financial
            statements for the year ended 12/31/98 as filed with the SEC and
            furnished to Landlord were at the time given true and correct in all
            material respects and that there have been no material subsequent
            changes thereto as of the date of this Lease. At any time during the
            Lease Term, Tenant shall provide Landlord, upon thirty (30) days'
            prior written notice from Landlord, with the most current financial
            statement that has been filed with the SEC or otherwise been
            published in the public domain and financial statements of the two
            (2) years prior to the current financial statement year and such
            other information as Landlord or its Mortgagee may reasonably
            request in order to create a "business profile" of Tenant and
            determine Tenant's ability to fulfill its obligations under this
            Lease. The annual financial statement shall be prepared in
            accordance with generally accepted accounting principles and, if
            such is the normal practice of Tenant, shall be audited by an
            independent certified public accountant. Notwithstanding the
            foregoing, Landlord shall not request financial statements more than
            once in each consecutive two (2) year period during the Lease Term
            unless Tenant is in default or Landlord reasonably believes that
            there has been an adverse change in Tenant's financial position
            since the last financial statement provided to Landlord.

      J.    Except as expressly otherwise herein provided, with respect to all
            required acts of Tenant, time is of the essence of this Lease. This
            Lease shall create the relationship of Landlord and Tenant between
            the parties hereto.

      K.    This Lease and the covenants and conditions herein contained shall
            inure to the benefit of and be binding upon Landlord and Tenant and
            their respective permitted successors and assigns.

      L.    Notwithstanding anything to the contrary contained in this Lease,
            the expiration of the Lease Term, whether by lapse of time or
            otherwise, shall not relieve Tenant from Tenant's obligations
            accruing prior to the expiration of the Lease Term, and such
            obligations shall survive any such expiration or other termination
            of the Lease Term.

      M.    The headings and titles to the paragraphs of this Lease are for
            convenience only and shall have no affect upon the construction or
            interpretation of any part hereof.

      N.    Landlord has delivered a copy of this Lease to Tenant for Tenant's
            review only, and the delivery hereof does not constitute an offer to
            Tenant or option. This Lease shall not be effective until an
            original of this Lease executed by both Landlord and Tenant and an
            original Guaranty, if any, executed by each Guarantor is delivered
            to and accepted by Landlord, and this Lease has been approved by
            Landlord's Mortgagees, if required.

      O.    Quiet Enjoyment. Tenant shall, and may peacefully have, hold, and
            enjoy the Premises, subject to the other terms of this Lease
            (including, without limitation, Article XXX hereof), provided that
            Tenant pays the Rent herein recited to be paid by Tenant and
            performs all of Tenant's covenants and agreements herein contained.
            This covenant and any and all other covenants of Landlord shall be
            binding upon Landlord and its successors only during its or their
            respective periods of ownership of the Landlord's interest
            hereunder.


                                       26
<PAGE>   29

XXXVII.Entire Agreement.

      This Lease Agreement, including the following Exhibits:

      Exhibit A - Outline and Location of Premises
      Exhibit B - Rules and Regulations
      Exhibit C - Commencement Letter
      Exhibit D - Work Letter Agreement

      constitutes the entire agreement between the parties hereto with respect
      to the subject matter of this Lease and supersedes all prior agreements
      and understandings between the parties related to the Premises, including
      all lease proposals, letters of intent and similar documents. TENANT
      EXPRESSLY ACKNOWLEDGES AND AGREES THAT LANDLORD HAS NOT MADE AND IS NOT
      MAKING, AND TENANT, IN EXECUTING AND DELIVERING THIS LEASE, IS NOT RELYING
      UPON, ANY WARRANTIES, REPRESENTATIONS, PROMISES OR STATEMENTS, EXCEPT TO
      THE EXTENT THAT THE SAME ARE EXPRESSLY SET FORTH IN THIS LEASE. ALL
      UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THE PARTIES ARE
      MERGED IN THIS LEASE WHICH ALONE FULLY AND COMPLETELY EXPRESSES THE
      AGREEMENT OF THE PARTIES, NEITHER PARTY RELYING UPON ANY STATEMENT OR
      REPRESENTATION NOT EMBODIED IN THIS LEASE. THIS LEASE MAY BE MODIFIED ONLY
      BY A WRITTEN AGREEMENT SIGNED BY LANDLORD AND TENANT. LANDLORD AND TENANT
      EXPRESSLY AGREE THAT THERE ARE AND SHALL BE NO IMPLIED WARRANTIES OF
      MERCHANTABILITY, HABITABILITY, SUITABILITY, FITNESS FOR A PARTICULAR
      PURPOSE OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE, ALL OF WHICH ARE
      HEREBY WAIVED BY TENANT, AND THAT THERE ARE NO WARRANTIES WHICH EXTEND
      BEYOND THOSE EXPRESSLY SET FORTH IN THIS LEASE.

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

WITNESS/ATTEST:                          LANDLORD: EOP OPERATING LIMITED
                                                   PARTNERSHIP, a Delaware
                                                   limited partnership


Name (print): /s/ Cheryl [ILLEGIBLE]         By:   Equity Office Properties
              ------------------------             Trust, a Maryland real
                                                   estate investment trust, its
                                                   managing general partner


                                                   By:    /s/ George J. Kohl
                                                         -----------------------
Name (print):                                      Name:  George Kohl
              ------------------------                   -----------------------
                                                   Title: Vice President Leasing
                                                         -----------------------

WITNESS/ATTEST:                          TENANT: ADVANCED HEALTH CORPORATION,
                                                 a Delaware corporation


Name (print): /s/ Aida Rodriguez            By:    /s/ Jeffrey M. Sauerhoff
             -------------------------             -----------------------------
                                            Name:  Jeffrey M. Sauerhoff
                                                   -----------------------------
                                            Title: Chief Financial Officer
                                                   -----------------------------


Name (print): Aida Rodriguez
             -------------------------


                                       27
<PAGE>   30

                                   EXHIBIT A

                                    PREMISES

            This Exhibit is attached to and made a part of the Lease dated April
16, 1999, by and between EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited
partnership ("Landlord") and ADVANCED HEALTH CORPORATION, a Delaware corporation
("Tenant") for space in the Building located at 200 West Adams, Chicago,
Illinois 60606.

                           [Description of premises]


                                      A-1
<PAGE>   31

                                    EXHIBIT B

                         BUILDING RULES AND REGULATIONS

      The following rules and regulations shall apply, where applicable, to the
Premises, the Building, the parking garage associated therewith (if any), the
Property and the appurtenances thereto:

1.    Sidewalks, doorways, vestibules, halls, stairways and other similar areas
      shall not be obstructed by Tenant or used by Tenant for any purpose other
      than ingress and egress to and from the Premises. No rubbish, litter,
      trash, or material of any nature shall be placed, emptied, or thrown in
      those areas. At no time shall Tenant permit Tenant's employees to loiter
      in common areas or elsewhere in or about the Building or Property.

2.    Plumbing fixtures and appliances shall be used only for the purposes for
      which designed, and no sweepings, rubbish, rags or other unsuitable
      material shall be thrown or placed therein. Damage resulting to any such
      fixtures or appliances from misuse by Tenant or its agents, employees or
      invitees, shall be paid for by Tenant, and Landlord shall not in any case
      be responsible therefor.

3.    No signs, advertisements or notices shall be painted or affixed on or to
      any windows, doors or other parts of the Building, except those of such
      color, size, style and in such places as shall be first approved in
      writing by Landlord. No nails, hooks or screws shall be driven or inserted
      into any part of the Premises or Building except by the Building
      maintenance personnel, nor shall any part of the Building be defaced by
      Tenant.

4.    Landlord may provide and maintain in the first floor (main lobby) of the
      Building an alphabetical directory board listing all Tenants, and no other
      directory shall be permitted unless previously consented to by Landlord in
      writing.

5.    Tenant shall not place any additional lock or locks on any door in the
      Premises or Building without Landlord's prior written consent. A
      reasonable number of keys to the locks on the doors in the Premises shall
      be furnished by Landlord to Tenant at the cost of Tenant, and Tenant shall
      not have any duplicate keys made. All keys shall be returned to Landlord
      at the expiration or earlier termination of this Lease.

6.    All contractors, contractor's representatives, and installation
      technicians performing work in the Building shall be subject to Landlord's
      prior approval and shall be required to comply with Landlord's standard
      rules, regulations, policies and procedures, as the same may be revised
      from time to time. Tenant shall be solely responsible for complying with
      all applicable laws, codes and ordinances pursuant to which said work
      shall be performed. Notwithstanding anything to the contrary herein or in
      the Lease contained, Landlord has no obligation to allow any particular
      telecommunication service provider to have access to the Building or to
      Tenant's premises. If Landlord permits such access, Landlord may condition
      such access upon the payment to Landlord by the service provider of fees
      assessed by Landlord in its sole discretion.

7.    Movement in or out of the Building of furniture or office equipment, or
      dispatch or receipt by Tenant of any merchandise or materials which
      require the use of elevators, stairways, lobby areas, or loading dock
      areas, shall be restricted to hours designated by Landlord. Tenant must
      seek Landlord's prior approval by providing in writing a detailed listing
      of any such activity. If approved by Landlord, such activity shall be
      under the supervision of Landlord and performed in the manner stated by
      Landlord. Landlord may prohibit any article, equipment or any other item
      from being brought into the Building. Tenant is to assume all risk for
      damage to articles moved and injury to any persons resulting from such
      activity. If any equipment, property, and/or personnel of Landlord or of
      any other tenant is damaged or injured as a result of or in connection
      with such activity, Tenant shall be solely liable for any and all damage
      or loss resulting therefrom.

8.    Landlord shall have the power to prescribe the weight and position of
      safes and other heavy equipment or items, which in all cases shall not in
      the opinion of Landlord exceed acceptable floor loading and weight
      distribution requirements. All damage done to the Building by the
      installation, maintenance, operation, existence or removal of any property
      of Tenant shall be repaired at the expense of Tenant.


                                      B-1
<PAGE>   32

9.    Corridor doors, when not in use, shall be kept closed.

10.   Tenant shall not: (1) make or permit any improper, objectionable or
      unpleasant noises or odors in the Building, or otherwise interfere in any
      way with other tenants or persons having business with them; (2) solicit
      business or distribute, or cause to be distributed, in any portion of the
      Building any handbills, promotional materials or other advertising; or (3)
      conduct or permit any other activities in the Building that might
      constitute a nuisance.

11.   No animals, except seeing eye dogs, shall be brought into or kept in, on
      or about the Premises.

12.   No inflammable, explosive or dangerous fluid or substance shall be used or
      kept by Tenant in the Premises or Building. Tenant shall not, without
      Landlord's prior written consent, use, store, install, spill, remove,
      release or dispose of within or about the Premises or any other portion of
      the Property, any asbestos-containing materials or any solid, liquid or
      gaseous material now or hereafter considered toxic or hazardous under the
      provisions of 42 U.S.C. Section 9601 et seq. or any other applicable
      environmental law which may now or hereafter be in effect. If Landlord
      does give written consent to Tenant pursuant to the foregoing sentence,
      Tenant shall comply with all applicable laws, rules and regulations
      pertaining to and governing such use by Tenant, and shall remain liable
      for all costs of cleanup or removal in connection therewith.

13.   Tenant shall not use or occupy the Premises in any manner or for any
      purpose which would injure the reputation or impair the present or future
      value of the Premises or the Building; without limiting the foregoing,
      Tenant shall not use or permit the Premises or any portion thereof to be
      used for lodging, sleeping or for any illegal purpose.

14.   Tenant shall not take any action which would violate Landlord's labor
      contracts affecting the Building or which would cause any work stoppage,
      picketing, labor disruption or dispute, or any interference with the
      business of Landlord or any other tenant or occupant of the Building or
      with the rights and privileges of any person lawfully in the Building.
      Tenant shall take any actions necessary to resolve any such work stoppage,
      picketing, labor disruption, dispute or interference and shall have
      pickets removed and, at the request of Landlord, immediately terminate at
      any time any construction work being performed in the Premises giving rise
      to such labor problems, until such time as Landlord shall have given its
      written consent for such work to resume. Tenant shall have no claim for
      damages of any nature against Landlord or any of the Landlord Related
      Parties in connection therewith, nor shall the date of the commencement of
      the Term be extended as a result thereof.

15.   Tenant shall utilize the termite and pest extermination service designated
      by Landlord to control termites and pests in the Premises. Except as
      included in Basic Costs, Tenant shall bear the cost and expense of such
      extermination services.

16.   Tenant shall not install, operate or maintain in the Premises or in any
      other area of the Building, any electrical equipment which does not bear
      the U/L (Underwriters Laboratories) seal of approval, or which would
      overload the electrical system or any part thereof beyond its capacity for
      proper, efficient and safe operation as determined by Landlord, taking
      into consideration the overall electrical system and the present and
      future requirements therefor in the Building. Tenant shall not furnish any
      cooling or heating to the Premises, including, without limitation, the use
      of any electronic or gas heating devices, without Landlord's prior written
      consent. Tenant shall not use more than its proportionate share of
      telephone lines available to service the Building.

17.   Tenant shall not operate or permit to be operated on the Premises any coin
      or token operated vending machine or similar device (including, without
      limitation, telephones, lockers, toilets, scales, amusement devices and
      machines for sale of beverages, foods, candy, cigarettes or other goods),
      except for those vending machines or similar devices which are for the
      sole and exclusive use of Tenant's employees, and then only if such
      operation does not violate the lease of any other tenant of the Building.

18.   Bicycles and other vehicles are not permitted inside or on the walkways
      outside the Building, except in those areas specifically designated by
      Landlord for such purposes.

19.   Landlord may from time to time adopt appropriate systems and procedures
      for the security or safety of the Building, its occupants, entry and use,
      or its contents. Tenant, Tenant's


                                      B-2
<PAGE>   33

      agents, employees, contractors, guests and invitees shall comply with
      Landlord's reasonable requirements relative thereto.

20.   Landlord shall have the right to prohibit the use of the name of the
      Building or any other publicity by Tenant that in Landlord's opinion may
      tend to impair the reputation of the Building or its desirability for
      Landlord or other tenants. Upon written notice from Landlord, Tenant will
      refrain from and/or discontinue such publicity immediately.

21.   Tenant shall carry out Tenant's permitted repair, maintenance,
      alterations, and improvements in the Premises only during times agreed to
      in advance by Landlord and in a manner which will not interfere with the
      rights of other tenants in the Building.

22.   Canvassing, soliciting, and peddling in or about the Building is
      prohibited. Tenant shall cooperate and use its best efforts to prevent the
      same.

23.   At no time shall Tenant permit or shall Tenant's agents, employees,
      contractors, guests, or invitees smoke in any common area of the Building,
      unless such common area has been declared a designated smoking area by
      Landlord, or to allow any smoke from the Premises to emanate into the
      common areas or any other tenant's premises. Landlord shall have the right
      at any time to designate the Building as a non-smoking building.

24.   Tenant shall observe Landlord's rules with respect to maintaining standard
      window coverings at all windows in the Premises so that the Building
      presents a uniform exterior appearance. Tenant shall ensure that to the
      extent reasonably practicable, window coverings are closed on all windows
      in the Premises while they are exposed to the direct rays of the sun.

25.   All deliveries to or from the Premises shall be made only at such times,
      in the areas and through the entrances and exits designated for such
      purposes by Landlord. Tenant shall not permit the process of receiving
      deliveries to or from the Premises outside of said areas or in a manner
      which may interfere with the use by any other tenant of its premises or of
      any common areas, any pedestrian use of such area, or any use which is
      inconsistent with good business practice.

26.   The work of cleaning personnel shall not be hindered by Tenant after 5:30
      P.M., and such cleaning work may be done at any time when the offices are
      vacant. Windows, doors and fixtures may be cleaned at any time. Tenant
      shall provide adequate waste and rubbish receptacles necessary to prevent
      unreasonable hardship to Landlord regarding cleaning service.


                                      B-3
<PAGE>   34

                                    EXHIBIT C

                               COMMENCEMENT LETTER

Date ____________________________
Advanced Health Corporation
200 West Adams
Suite 1700
Chicago, Illinois 60606

Re:   Commencement Letter with respect to that certain Lease dated March ____,
      1999 by and between EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited
      partnership, as Landlord and ADVANCED HEALTH CORPORATION, a Delaware
      corporation, as Tenant, for 4,184 square feet of Rentable Area on the 17th
      floor of the Building located at 200 West Adams, Chicago, Illinois 60606.

Dear __________________:

      In accordance with the terms and conditions of the above referenced Lease,
Tenant hereby accepts possession of the Premises and agrees as follows:

      1.    The Commencement Date of the Lease is May 1,1999;

      2.    The Termination Date of the Lease is April 30, 2002.

      Please acknowledge your acceptance of possession and agreement to the
terms set forth above by signing all three (3) copies of this Commencement
Letter in the space provided and returning two (2) fully executed copies of the
same to my attention.

Sincerely,

Property Manager

Agreed and Accepted:

             Tenant: _____________________________

             By:__________________________________

             Name:________________________________

             Title:_______________________________

             Date:________________________________


                                      C-1
<PAGE>   35

                                    EXHIBIT D

                                   WORK LETTER

      This Exhibit is attached to and made a part of the Lease dated April 16,
1999, by and between EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited
partnership ("Landlord") and ADVANCED HEALTH CORPORATION, a Delaware corporation
("Tenant") for space in the Building located at 200 West Adams, Chicago,
Illinois 60606.

1.    This Work Letter shall set forth the obligations of Landlord and Tenant
      with respect to the preparation of the Premises for Tenant's occupancy.
      All improvements described in this Work Letter to be constructed in and
      upon the Premises by Landlord are hereinafter referred to as the "Landlord
      Work." Landlord shall cause the Landlord Work to be constructed
      substantially in accordance with the plans identified as Attachment A
      hereto (the "Plans") prepared on behalf of Tenant and approved by
      Landlord. Tenant shall be responsible for all elements of the design of
      the Plans (including, without limitation, compliance with law,
      functionality of design, the structural integrity of the design, the
      configuration of the premises and the placement of Tenant's furniture,
      appliances and equipment), and Landlord's approval of the Plans shall in
      no event relieve Tenant of the responsibility for such design. It is
      agreed that construction of the Landlord Work is intended to be "turn-key"
      and will be completed at Landlord's sole cost and expense, using Building
      Standard methods, materials, and finishes. Landlord shall enter into a
      direct contract for the Landlord Work with a general contractor selected
      by Landlord. In addition, Landlord shall have the right to select and/or
      approve of any subcontractors used in connection with the Landlord Work.

2.    If Tenant shall request any change, addition or alteration in any of the
      Plans after approval by Landlord, Landlord shall have such revisions to
      the drawings prepared, and Tenant shall reimburse Landlord for the cost
      thereof, plus any applicable state sales or use tax thereon, upon demand.
      Promptly upon completion of the revisions, Landlord shall notify Tenant in
      writing of the cost, if any, which will be chargeable to Tenant by reason
      of such change, addition or deletion. Tenant, within one (1) Business Day,
      shall notify Landlord in writing whether it desires to proceed with such
      change, addition or deletion. In the absence of such written
      authorization, Landlord shall have the option to continue work on the
      Premises disregarding the requested change, addition or alteration, or
      Landlord may elect to discontinue work on the Premises until it receives
      notice of Tenant's decision, in which event Tenant shall be responsible
      for any Delay in completion of the Premises resulting therefrom. Tenant
      shall pay all costs and expenses of any such change, plus any applicable
      state sales or use tax thereon, upon demand.

3.    This Exhibit D shall not be deemed applicable to any additional space
      added to the original Premises at any time or from time to time, whether
      by any options under the Lease or otherwise, or to any portion of the
      original Premises or any additions to the Premises in the event of a
      renewal or extension of the original Term of this Lease, whether by any
      options under the Lease or otherwise, unless expressly so provided in the
      Lease or any amendment or supplement to the Lease.


                                       D-1
<PAGE>   36

                           ATTACHMENT A TO WORKLETTER

                                   FINAL PLANS

                            [Description of picture]


                                      D-2
<PAGE>   37

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

WITNESS/ATTEST:                          LANDLORD: EOP OPERATING LIMITED
                                                   PARTNERSHIP, a Delaware
                                                   limited partnership


Name (print): /s/ Cheryl [ILLEGIBLE]         By:   Equity Office Properties
              ------------------------             Trust, a Maryland real
                                                   estate investment trust, its
                                                   managing general partner


                                                   By:    /s/ George J. Kohl
                                                         -----------------------
Name (print):                                      Name:  George Kohl
              ------------------------                   -----------------------
                                                   Title: Vice President Leasing
                                                         -----------------------

WITNESS/ATTEST:                          TENANT: ADVANCED HEALTH CORPORATION,
                                                 a Delaware corporation


Name (print): /s/ Aida Rodriguez            By:    /s/ Jeffrey M. Sauerhoff
             -------------------------             -----------------------------
                                            Name:  Jeffrey M. Sauerhoff
                                                   -----------------------------
                                            Title: Chief Financial Officer
                                                   -----------------------------


Name (print): Aida Rodriguez
             -------------------------


                                      D-3