<PAGE>   1
                                                                   Exhibit 10.12



                               AGREEMENT OF LEASE

                                     BETWEEN


                               ROUSE & ASSOCIATES-
                  55 VALLEY STREAM PARKWAY LIMITED PARTNERSHIP
                                  ("LANDLORD")

                                       AND

                          INTEGRATED MEDICAL MANAGEMENT
                                   ("TENANT")

                                       FOR

                                    SUITE 200
                            55 VALLEY STREAM PARKWAY
                          GREAT VALLEY CORPORATE CENTER
                                MALVERN, PA 19355
<PAGE>   2
                                 LEASE AGREEMENT
                              (Multi-Tenant Office)

INDEX
SECTION                                                                     PAGE
-------                                                                     ----

1.        Summary of Terms and Certain Definitions............................1
2.        Premises............................................................2
3.        Acceptance of Premises..............................................2
4.        Use; Compliance.....................................................2
5.        Term................................................................2
6.        Minimum Annual Rent.................................................3
7.        Operation of Property; Payment of Expenses..........................3
8.        Signs...............................................................4
9.        Alterations and Fixtures............................................5
10.       Mechanics' Liens....................................................5
11.       Landlord's Right to Relocate Tenant; Right of Entry.................5
12.       Damage by Fire or Other Casualty....................................5
13.       Condemnation........................................................6
14.       Non-Abatement of Rent...............................................6
15.       Indemnification of Landlord.........................................6
16.       Waiver of Claims....................................................6
17.       Quiet Enjoyment.....................................................6
18.       Assignment and Subletting...........................................6
19.       Subordination; Mortgagee's Rights...................................7
20.       Recording; Tenant's Certificate.....................................7
21.       Surrender; Abandoned Property.......................................8
22.       Curing Tenant's Defaults............................................8
23.       Defaults - Remedies.................................................8
24.       Representations of Tenant...........................................9
25.       Liability of Landlord...............................................9
26.       Interpretation; Definitions........................................10
27.       Notices............................................................10
28.       Security Deposit...................................................11
<PAGE>   3
RIDER
-----

29.  PA Additional Remedies..................................................R-1

30.  Tenant Improvements; Landlord Allowance.................................R-2

31.  Amendment to Article 1 (d)(ii) "Estimated Operating Expenses"...........R-3

32.  Amendment to Article 7 "Operating of Property; Payment of Expenses".....R-3

33.  Amendment to Article 4 "Use; Compliance"................................R-3
<PAGE>   4
     THIS LEASE AGREEMENT is made by and between Rouse & Associates-55 Valley
Stream Parkway Limited Partnership a Pennsylvania limited partnership
("LANDLORD") with its address at 65 Valley Stream Parkway, Suite 100, Malvern,
Pennsylvania 19355 and Integrated Medical Management, a Corporation organized
under the laws of Pennsylvania ("TENANT") with its address at 50 Valley Stream
Parkway, Malvern, PA 19355 and is dated as of the date on which this lease has
been fully executed by Landlord and Tenant.

1.   SUMMARY OF TERMS AND CERTAIN DEFINITIONS.

     (a) "PREMISES":     Approximate rentable square feet:  13,014
         (Section 2)     Suites:  200

     (b) "BUILDING":     Approximate rentable square feet:  40,057
         (Section 2)     Address: 55 Valley Stream Parkway
                                  Malvern, PA 19355

     (c) "TERM":         Seventy Nine (79) months plus any partial month from
         (Section 5)     the Commencement Date until the first day of the first
                         full calendar month during the term

          (i)  "COMMENCEMENT DATE": November 15, 1997

          (ii) "EXPIRATION DATE": See Section 5

     (d) MINIMUM RENT (SECTION 6) & OPERATING EXPENSES (SECTION 7)

          (i)  "MINIMUM ANNUAL RENT": $83,100.00 (Eighty Three Thousand One
               Hundred and 00/100 Dollars), payable in monthly installments of
               $6,925.00, increased as follows:

<TABLE>
<CAPTION>
LEASE YEAR       ANNUAL        MONTHLY       LEASE YEAR          ANNUAL           MONTHLY
----------       ------        -------       ----------          ------           -------
<S>           <C>             <C>            <C>             <C>             <C>
     2        $185,709.78     $15,475.81         5           $202,888.26     $16,907.36
     3        $191,175.66     $15,931.31         6           $209,004.84     $17,417.07
     4        $196,901.82     $16,408.48     Mos. 73-80           N/A        $17,937.63
</TABLE>

          (ii) Estimated "ANNUAL OPERATING EXPENSES": $94,872.06 (Ninety Four
               Thousand Eight Hundred Seventy Two and 06/100), payable in
               monthly installments of $7,906.01 (Seven Thousand Nine Hundred
               Six and 01/100 Dollars), subject to adjustment. (See Article 31)

(e) "PROPORTIONATE SHARE" (Section 7(a)): 32.5% (Ratio of approximate rentable
                                          square feet in the Premises to
                                          approximate rentable square feet in
                                          the Building)

(f) "USE" (Section 4): General office purposes (excluding any "place of public
accommodation")

(g) "SECURITY DEPOSIT"  (Section 28): $16,000.00

(h) CONTENTS: This lease consists of the Index, pages 1 through 11 containing
              Sections 1 through 28 and the following, all of which are attached
              hereto and made a part of this lease:

         Rider with Section 29 through 33

         Exhibits:         "A" - Plan showing Premises
                           "B" - Commencement Certificate Form
                           "C" - Building Rules
                           "D" - Cleaning Schedule
                           "E" - Estoppel Certificate Form


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2.   PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord the Premises as shown on attached Exhibit "A" within the Building ( )
Building and the lot on which it is located (the "PROPERTY"), together with the
non-exclusive right with Landlord and other occupants of the Building to use all
areas and facilities provided by Landlord for the use of all tenants in the
Property including any lobbies, hallways, driveways, sidewalks and parking,
loading and landscaped areas (the "COMMON AREAS").

3.   ACCEPTANCE OF PREMISES. Tenant has examined and knows the condition of the
Property, the zoning, streets, sidewalks, parking areas, curbs and access ways
adjoining it, visible easements, any surface conditions and the present uses,
and Tenant accepts them in the condition in which they now are, without relying
on any representation, covenant or warranty by Landlord. Tenant and its agents
shall have the right, at Tenant's own risk, expense and responsibility, at all
reasonable times prior to the Commencement Date, to enter the Premises for the
purpose of taking measurements and installing its furnishings and equipment;
provided that the Premises are vacant and Tenant obtains Landlord's prior
written consent.

4.   USE; COMPLIANCE.

     (a) PERMITTED USE. Tenant shall occupy and use the Premises for and only
for the Use specified in Section 1(f) above and in such a manner as is lawful,
reputable and will not create any nuisance or otherwise interfere with any other
tenant's normal operations or the management of the Building. Without limiting
the foregoing, such Use shall exclude any use that would cause the Premises or
the Property to be deemed a "place of public accommodation" under the Americans
with Disabilities Act (the "ADA") as further described in the Building Rules
(defined below). All Common Areas shall be subject to Landlord's exclusive
control and management at all times. Tenant shall not use or permit the use of
any portion of the Common Areas for other than their intended use.

     (b) COMPLIANCE. From and after the Commencement Date, Tenant shall comply
promptly, at its sole expense, (including making any alterations or
improvements) with all laws (including the ADA), ordinances, notices, orders,
rules, regulations and requirements regulating the Property during the Term
which impose any duty upon Landlord or Tenant with respect to Tenant's use,
occupancy or alteration of, or Tenant's installations in or upon, the Property
including the Premises, (as the same may be amended, the "LAWS AND
REQUIREMENTS") and the building rules attached as Exhibit "C", as amended by
Landlord from time to time, (the "BUILDING RULES"). Provided, however, that
Tenant shall not be required to comply with the Laws and Requirements with
respect tot he footings, foundations, structural steel columns and girders
forming a part of the Property unless the need for such compliance arises out of
Tenant's use, occupancy or alteration of the Property, or by any act or omission
of Tenant or any employees, agents, contractors, licensees or invitees
("AGENTS") of Tenant. With respect to Tenant's obligations as to the property,
other than the Premises, at Landlord's option and at Tenant's expense, Landlord
may comply with any repair, replacement or other construction requirements of
the Laws and Requirements and Tenant shall pay to Landlord all costs thereof as
additional rent.

     (c) ENVIRONMENTAL. Tenant shall comply, at its sole expense, with all Laws
and Requirements as set forth above, all manufacturers' instructions and all
requirements of insurers relating to the treatment, production, storage,
handling, transfer, processing, transporting, use, disposal and release of
hazardous substances, hazardous mixtures, chemicals, pollutants, petroleum
products, toxic or radioactive matter (the "RESTRICTED ACTIVITIES"). Tenant 
shall deliver to Landlord copies of all Material Safety Data Sheets or other 
written information prepared by manufacturers, importers or suppliers of any 
chemical and all notices, filings, permits and any other written 
communications from or to Tenant and any entity regulating any Restricted 
Activities.

     (d) NOTICE. If at any time during or after the Term, Tenant becomes aware
of any inquiry, investigation or proceeding regarding the Restricted Activities
or becomes aware of any claims, actions or investigations regarding the ADA,
Tenant shall give Landlord written notice, within 5 days after first learning
thereof, providing all available information and copies of any notices.

5.   TERM. The Term of this lease shall commence on the Commencement Date and
shall end at 11:59 p.m. on the last day of the Term (the "EXPIRATION DATE"),
without the necessity for notice from either party, unless sooner terminated in
accordance with the terms hereof. At Landlord's request, Tenant shall confirm
the Commencement Date and Expiration Date by executing a lease commencement
certificate in the form attached as Exhibit "B".

6.   MINIMUM ANNUAL RENT. Tenant agrees to pay to Landlord the Minimum Annual
Rent in equal monthly installments in the amount set forth in Section 1(d) (as
increased at the beginning of each lease year as set forth in Section 1(d)), in
advance, on the first day of each calendar month during the Term, without
notice, demand or setoff, at Landlord's address designated at the beginning of
this lease unless Landlord designates otherwise; provided that rent for the
first full month shall be paid at the signing of this lease. If the Commencement
Date falls on a day other than the first day of a calendar month, the rent shall
be apportioned pro rata on a per diem basis for the period from the Commencement
Date until the first day of the following calendar month and shall be paid on or
before the Commencement Date. As used in this lease, the term "lease year" means
the period from the Commencement Date


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<PAGE>   6
through the succeeding 12 full calendar months (including for the first lease
year any partial month from the Commencement Date until the first day of the
first full calendar month) and each successive 12 month period thereafter during
the Term.

7.   OPERATION OF PROPERTY; PAYMENT OF EXPENSES.


     (a) PAYMENT OF OPERATING EXPENSES. Tenant shall pay to Landlord the Annual
Operating Expenses in equal monthly installments in the amount set forth in
Section 1(d) (prorated for any partial month), from the Commencement Date and
continuing throughout the Term on the first day of each calendar month during
the Term, as additional rent, without notice, demand or setoff, provided that
the monthly installment for the fist full month shall be paid at the signing of
this lease. Landlord shall apply such payments to the annual operating costs to
Landlord of operating and maintaining the Property during each calendar year of
the Term, which costs may include by way of example rather than limitation:
insurance premiums, fees, impositions, costs for repairs, maintenance, service
contracts, management and administrative fees, governmental permits, overhead
expenses, costs of furnishing, water, sewer, gas, fuel, electricity, other
utility services, janitorial service, trash removal, security services,
landscaping and grounds maintenance, and the costs of any other items
attributable to operating or maintaining any or all of the Property excluding
any costs which under generally accepted accounting principles are capital
expenditures; provided, however, that annual operating costs also shall include
the annual amortization (over an assumed useful life of ten years) of the costs
(including financing charges) of building improvements made by Landlord to the
Property that are required by any governmental authority or for the purpose of
reducing operating expenses or directly enhancing the safety of tenants in the
Building generally. The amount of the Annual Operating Expenses set forth in
Section 1(d) represents Landlord's estimate of Tenant's share of the estimated
operating costs during the first calendar year of the Term on an annualized
basis; from time to time Landlord may adjust such estimated amount if the
estimated operating costs increase. Tenant's obligation to pay the Annual
Operating Expenses pursuant to this Section 7 shall survive the expiration or
termination of this lease.

         (i) COMPUTATION OF TENANT'S SHARE OF ANNUAL OPERATING COSTS. After the
end of each calendar year of the Term, Landlord shall compute Tenant's share of
the annual operating costs described above incurred during such calendar year by
(A) calculating an appropriate adjustment, using generally accepted accounting
principles, to avoid allocating to Tenant or to any other tenant (as the case
may be) those specific costs which Tenant or any other tenant has agreed to pay;
(B) calculating an appropriate adjustment, using generally accepted accounting
principles, to avoid allocating to any vacant space those specific costs which
were not incurred for such space; and (C) multiplying the adjusted annual
operating costs by Tenant's Proportionate Share.

         (ii) RECONCILIATION. By April 30th of each year (and as soon as
practical after the expiration or termination of this lease or at any time in
the extent of a sale of the Property), Landlord shall provide Tenant with a
statement of the actual amount of such annual operating costs for the preceding
calendar year or part thereof. Landlord or Tenant shall pay to the other the
amount of any deficiency or overpayment then due from one to the other or, at
Landlord's option, Landlord may credit Tenant's account for any overpayment.
Tenant shall have the right to inspect the books and records used by Landlord in
calculating the annual operating costs within 60 days of receipt of the
statement during regular business hours after having given Landlord at least 48
hours prior written notice; provided, however, that Tenant shall make all
payments of additional rent without delay, and that Tenant's obligation to pay
such additional rent shall not be contingent on any such right.

     (b) IMPOSITIONS. As used in this lease the term "impositions" refers to all
levies, taxes (including sales taxes and gross receipt taxes) and assessments,
which are applicable to the Term, and which are imposed by any authority or
under any law, ordinance or regulation thereof, or pursuant to any recorded
covenants or agreements, and the reasonable cost of contesting any of the
foregoing upon or with respect to the Property or any part thereof, or any
improvements thereto. Tenant shall pay to Landlord with the monthly payment of
Minimum Annual Rent any imposition imposed directly upon this lease or the Rent
(defined in Section 7(g)) or amounts payable by any subtenants or other
occupants of the Premises, or against Landlord because of Landlord's estate or
interest herein.

         (i) Nothing herein contained shall be interpreted as requiring Tenant
to pay any income, excess profits or corporate capital stock tax imposed or
assessed upon Landlord, unless such tax or any similar tax is levied or assessed
in lieu or assessed in lieu of all or any part of any imposition or an increase
in any imposition.

         (ii) If it shall not be lawful for Tenant to reimburse Landlord for any
of the impositions, the Minimum Annual Rent shall be increased by the amount of
the portion of such imposition allocable to Tenant unless prohibited by law.

(c)  INSURANCE.

         (i) PROPERTY. Landlord shall keep in effect insurance against loss or
damage to the Building or the Property by fire and such other casualties as may
be included within fire, extended coverage and special form insurance covering
the full replacement


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<PAGE>   7
cost of the Building (but excluding coverage of Tenant's personal property in,
and any alterations by Tenant to, the Premises), and such other insurance as
Landlord may reasonably deem appropriate or as may be required from time-to time
by any mortgage.

         (ii) LIABILITY. Tenant, at its own expense, shall keep in effect
comprehensive general public liability insurance with respect to the Premises
and the property, including contractual liability insurance, with such limits of
liability for bodily injury (including death) and property damage as reasonably
may be required by Landlord from time to time, but not less than a combined
single limit of $1,000,000 per occurrence and a general aggregate limit of not
less than $2,000,000 (which aggregate limit shall apply separately to each of
Tenant's locations if more than the Premises); however, such limits shall not
limit the liability of Tenant hereunder. The policy of comprehensive general
public liability insurance also shall name Landlord and Landlord's agent as
insured parties with respect to the Premises, shall be written on an
"occurrence" basis and not on a "claims made" basis, shall provide that it is
primary with respect to any policies carried by Landlord and that any coverage
carried by Landlord shall be excess insurance, shall provide that it shall not
be cancelable or reduced without at least 30 days prior written notice to
Landlord and shall be issued in form satisfactory to Landlord. The insurer shall
be a responsible insurance carrier which is authorized to issue such insurance
and licensed to do business in the state in which the Property is located and
which has at all times during the Term a rating of no less than A VII in the
most current edition of Best's Insurance Reports. Tenant shall deliver to
Landlord on or before the Commencement Date, and subsequently renewals of, a
certificate of insurance evidencing such coverage and the waiver of subrogation
described below.

         (iii) WAIVER OF SUBROGATION. Landlord and Tenant shall have included 
in their respective property insurance policies waivers of their respective
insurers' right of subrogation against the other party. If such a waiver should
be unobtainable or unenforceable, then such policies of insurance shall state
expressly that such policies shall not be invalidated if, before a casualty, the
insured waives the right of recovery against any party responsible for a
casualty covered by the policy.

         (iv)  INCREASE OF PREMIUMS. Tenant agrees not to do anything or fail 
to do anything which will increase the cost of Landlord's insurance or which 
will prevent Landlord from procuring policies (including public liability) from 
companies and in a form subsidiary to Landlord. If any breach of the preceding 
sentence by Tenant causes the rate of fire or other insurance to be increased, 
Tenant shall pay the amount of such increase as additional rent promptly upon 
being billed.

     (d)  REPAIRS AND MAINTENANCE; COMMON AREAS: BUILDING MANAGEMENT.

          (i)  Tenant at its sole expertise shall maintain the Premises in a 
neat and orderly condition.

          (ii) Landlord, shall make all necessary repairs to the Premises, the 
Common Areas and any other improvements located on the Property, provided that 
Landlord shall have no responsibility to make any repair until Landlord 
receives written notice of the need for such repair. Landlord shall operate and 
manage the Property and shall maintain all Common Areas and any paved areas 
appurtenant to the Property in a clean and orderly condition. Landlord reserves 
the right to make alterations to the Common Areas from time to time.

          (iii) Notwithstanding anything herein to the contrary, repairs and
replacements to the Property including the Premises made necessary by Tenant's
use, occupancy or alteration of, or Tenant's installation in or upon the
Property or by any act or omission of Tenant or its Agents shall be made at the
sole expense of Tenant to the extent not covered by any applicable insurance
proceeds paid to Landlord. Tenant shall not bear the expense of any repairs or
replacements tot he Property arising out of or caused by any other tenant's use,
occupancy or alteration of, or any other tenant's installation in or upon, the
Property or by any act or omission of any other tenant or any other tenant's
Agents.

     (e) UTILITIES.

         (i) Landlord will furnish the Premises with electricity, heating and
air conditioning for the normal use and occupancy of the Premises as general
offices between 8:00 a.m. and 6:00 p.p., Monday through Friday (legal holidays
excepted). If Tenant shall require electricity or install electrical equipment
including but limited to electrical heating, refrigeration equipment, electronic
data processing machines, or machines or equipment using current in excess of
110 volts, which will in any way increase the amount of electricity usually
furnished for use as general office space, or if Tenant shall attempt to use the
Premises in such a manner that the services to be furnished by Landlord would be
required during periods other than or in addition to business hours referred to
above, Tenant will obtain Landlord's prior written approval and will pay for the
resulting additional direct expense, including the expense resulting from the
installation of such equipment and meters, as additional rent promptly upon
being billed. Landlord shall not be responsible or liable for any interruption
in utility service, nor shall such interruption affect the continuation or
validity of this lease.


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         (ii) If at any time utility services supplied to the Premises are
separately metered, the cost of installing Tenant's meter and the cost of such
separately metered utility service shall be paid by Tenant promptly upon being
billed.

     (f) JANITORIAL SERVICES. Landlord will provide Tenant with trash removal
and janitorial services pursuant to a cleaning schedule attached as Exhibit "D".

     (g) "RENT". The term "RENT" as used in this lease means the Minimum Annual
Rent, Annual Operating Expenses and any other additional rent or sums payable by
Tenant to Landlord pursuant to this Lease, all of which shall be deemed rent for
purposes of Landlord's rights and remedies with respect thereto. Tenant shall
pay all Rent to Landlord within 30 days after Tenant is billed, unless otherwise
provided in this lease, and interest shall accrue on all sums due but unpaid.

8.   SIGNS. Landlord, at Landlord's expense, will place Tenant's name and suite
number on the Building standard sign and on or beside the entrance door to the
Premises. Except for signs which are located wholly within the interior of the
Premises and not visible from the exterior of the Premises, no sign shall be
placed on the Property without the prior written consent of the Landlord. All
signs installed by the Tenant shall be maintained by Tenant in good condition
and Tenant shall remove all such signs at the termination of this lease and
shall repair any damage caused by such installation, existence or removal.

9.   ALTERATIONS AND FIXTURES.

     (a) Subject to Section 10, Tenant shall have the right to install its trade
fixtures in the Premises, provided that no such installation or removal thereof
shall affect any structural portion of the Property nor any utility lines,
communications lines, equipment or facilities in the Building serving any tenant
other than Tenant. At the expiration or termination of this lease, and at the
option of Landlord or Tenant, Tenant shall remove such installation(s) and, in
the event of such removal, tenant shall repair any damage caused by such
installation or removal; if Tenant, with Landlord's written consent, elects not
to remove such installation(s) at the expiration or termination of this lease,
all such installations shall remain on the Property and become the property of
the Landlord without payment by Landlord.

     (b) Except for non-structural changes which do not exceed $5000 in the
aggregate, Tenant shall not make or permit to be made any alterations to the
Premises without Landlord's prior written consent. Tenant shall pay the costs of
any required architectural/engineering reviews. In making any alterations, (I)
Tenant shall deliver to Landlord the plans, specifications and necessary
permits, together with certificates evidencing that Tenant's contractors and
subcontractors have adequate insurance coverage naming Landlord and Landlord's
agent as additional insureds, at least 10 days prior to commencement thereof,
(ii) such alterations shall not impair the structural strength of the Building
or any other improvements or reduce the value of the Property or affect any
utility lines, communications lines, equipment or facilities in the Building
serving any tenant other than Tenant, (iii) Tenant shall comply with Section 10
and (iv) the occupants of the Building and of any adjoining property shall not
be disturbed thereby. All alterations to the Premises by the Tenant shall be the
property of Tenant until the expiration or termination of this lease; at that
time all such alterations shall remain on the Property and become the property
of Landlord without payment by Landlord unless Landlord gives written notice to
Tenant to remove the same, in which event Tenant will remove such alterations
and repair any resulting damage. At Tenant's request prior to Tenant making any
alterations, Landlord shall notify Tenant in writing, whether Tenant is required
to remove such alterations at the expiration or termination of this lease.

10.  MECHANICS' LIENS. Tenant shall pay promptly any contractors and materialmen
who supply labor, work or materials to Tenant at the Property and shall take all
steps permitted by law in order to avoid the imposition of any mechanic's lien
upon all or any portion of the Property. Should any such lien or notice of lien
be filed for work performed for Tenant other than by Landlord, Tenant shall bond
against or discharge the same within 5 days after Tenant has notice that the
lien or claim is filed, regardless of the validity of such lien or claim.
Nothing in this lease is intended to authorize Tenant to do or cause any work to
be done or materials to be supplied for the account of Landlord, all of the same
to be solely for tenant's account and at Tenant's risk and expense. Throughout
this lease the term "mechanic's lien" is used to include any lien, encumbrance
or charge levied or imposed upon all or any portion of, interest in or income
from the Property on account of any mechanic's, laborer's, materialman's or
construction lien or arising out of any debt or liability to or claim of any
contractor, mechanic, supplier, materialman or laborer and shall include any
mechanic's notice of intention to file a lien given to Landlord or Tenant, any
stop order given to Landlord or tenant, any notice of refusal to pay naming
Landlord or Tenant and any injunctive or equitable action brought by any person
claiming to be entitled to any mechanic's lien.

11.  LANDLORD'S RIGHT TO RELOCATE TENANT; RIGHT OF ENTRY.

     (a) Landlord may cause Tenant to relocate from the Premises to a comparable
space ("RELOCATION SPACE") within the Building by giving written notice to
Tenant at least 60 days in advance, provided that Landlord shall pay all
reasonable costs of


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<PAGE>   9
such relocation. Such a relocation shall not terminate, modify or otherwise
affect this lease except that "Premises" shall refer to the Relocation Space
rather than the old location identified in Section 1(a).

     (b) Tenant shall permit Landlord and its Agents to enter the Premises at
all reasonable times following reasonable notice (except in the event of an
emergency), for the purposes of inspection, maintenance or making repairs,
alterations, or additions as well as to exhibit the Premises for the purpose of
sale or mortgage and, during the last 12 months of the Term, to exhibit the
Premises to any prospective tenant. Landlord will make reasonable efforts not to
inconvenience Tenant in exercising the foregoing rights, but shall not be liable
for any loss of occupation or quiet enjoyment thereby occasioned.

12.  DAMAGE BY FIRE OR OTHER CASUALTY.

     (a) If the Premises or Building shall be damaged or destroyed by fire or
other casualty, Tenant promptly shall notify Landlord and Landlord, subject to
the conditions set forth in this Section 12, shall repair such damage and
restore the Premises to substantially the same condition in which they were
immediately prior to such damage or destruction, but not including the repair,
restoration or replacement of the fixtures or alterations installed by Tenant.
Landlord shall notify Tenant in writing, within 30 days after the date of the
casualty, if Landlord anticipates that the restoration will take more than 180
days from the date of the casualty to complete; in such event, either Landlord
or Tenant may terminate this lease effective as of the date of casualty by
giving written notice to the other within 10 days after Landlord's notice.
Further, if a casualty occurs during the last 12 months of the Term or any
extension thereof, Landlord may cancel this lease unless Tenant has the right to
extend the Term for at least 3 more years and does so within 30 days after the
date of the casualty.

     (b) Landlord shall maintain a 12 month rental coverage endorsement or other
comparable form of coverage as part of its fire, extended coverage and special
form insurance. Tenant will receive an abatement of its Minimum Annual Rent and
Annual Operating Expenses to the extent the Premises are rendered untenantable
as determined by the carrier providing the rental coverage endorsement.

13.  CONDEMNATION.

     (a) TERMINATION. If (I) all of the Premises are taken by condemnation or
otherwise for any public or quasi-public use, (ii) any part of the Premises is
so taken and the remainder thereof is insufficient for the reasonable operation
of Tenant's business, or (iii) any of the Property is so taken, and in the
Landlord's opinion, it would be impractical or the condemnation proceeds are
insufficient to restore the remainder of the property, then this lease shall
terminate and all unaccrued obligations hereunder shall cease as of the day
before possession is taken by the condemnor.

     (b) PARTIAL TAKING. If there is a condemnation and this lease has not been
terminated pursuant to this Section, (I) Landlord shall restore the Building and
the improvements which are part of the Premises to a condition and size as
nearly comparable as reasonably possible to the condition and size thereof
immediately prior to the date upon which the condemnor took possession and (ii)
the obligations of Landlord and tenant shall be unaffected by such condemnation
except that there shall be an equitable abatement of the Minimum Annual Rent
according to the rental value of the Premises before and after the date upon
which the condemnor took possession and/or the date Landlord completes such
restoration.

     (c) AWARD. In the event of a condemnation affecting Tenant, Tenant shall
have the right to make a claim against the condemnor for moving expenses and
business dislocation damages to the extent that such claim does not reduce the
sums otherwise payable by the condemnor to Landlord. Except as aforesaid and
except as set forth in (d) below, Tenant hereby assigns all claims against the
condemnor to Landlord.

     (d) TEMPORARY TAKING. No temporary taking of the Premises shall terminate
this lease or give Tenant any right to any rental abatement. Such a temporary
taking will be treated as if Tenant had sublet the Premises to the condemnor and
had assigned the proceeds of the subletting to Landlord to be applied on account
of Tenant's obligation hereunder. Any award for such a temporary taking during
the Term shall be applied first, to Landlord's costs of collection and, second,
on account of sums owing by Tenant hereunder, and if such amounts applied on
account of sums owing by Tenant hereunder should exceed the entire amount owing
by Tenant for the remainder of the Term, the excess will be paid to Tenant.

14.  NON-ABATEMENT OF RENT. Except as otherwise expressly provided as to damage
by fire or other casualty in Section 12 (b) and as to condemnation in Section
13(b), there shall be no abatement or reduction of the Rent for any cause
whatsoever, and this lease shall not terminate, and Tenant shall not be entitled
to surrender the Premises.

15.  INDEMNIFICATION OF LANDLORD. Subject to Sections 7(c)(iii) and 16, Tenant
will protect, indemnify and hold harmless Landlord and its Agents from and
against any and all claims, actions, damages, liability and expense (including
fees of attorneys, investigators


                                       6
<PAGE>   10
and experts) in connection with loss of life, personal injury or damage to
property in or about the Premises or arising out of the occupancy or use of the
Premises by Tenant or its Agents or occasioned wholly or in part by any act or
omission of Tenant or its Agents, whether prior to, during or after the Term,
except to the extent such loss, injury or damage was caused by the negligence of
Landlord or its Agents. In case any action or proceeding is brought against
Landlord and/or its Agents by reason of the foregoing, Tenant, at its expense,
shall resist and defend such action or proceeding, or cause the same to be
resisted or defended by counsel (reasonably acceptable to Landlord and its
Agents) designated by the insurer whose policy covers such occurrence or by
counsel designated by Tenant and approved by Landlord and its Agents. Tenant's
obligations pursuant to this Section 15 shall survive the expiration or
termination of this lease.

16.  WAIVER OF CLAIMS. Landlord and Tenant each hereby waives all claims for
recovery against the other for any loss or damage which may be inflicted upon
the property of such party even if such loss or damage shall be brought about by
the fault or negligence of the other party or its Agents; provided, however,
that such waiver by Landlord shall not be effective with respect to any
liability of Tenant described in Sections 4(c) and 7(d)(iii).

17.  QUIET ENJOYMENT. Landlord covenants that Tenant, upon performing all of its
covenants, agreements, and conditions of this lease, shall have quiet and
peaceful possession of the Premises as against anyone claiming by or through
Landlord, subject, however, to the exceptions, reservations and conditions of
this lease.

18.  ASSIGNMENT AND SUBLETTING.

     (a) LIMITATION. Tenant shall not transfer this lease, voluntarily or by
operation of law, without the prior written consent of Landlord which shall not
be withheld unreasonably. However, Landlord's consent shall not be required in
the event of any transfer by Tenant to an affiliate of Tenant which is at least
as creditworthy as Tenant as of the date of this lease and provided Tenant
delivers to Landlord the instrument described in Section (c)(iii) below,
together with a certification of such creditworthiness by Tenant and such
affiliate. Any transfer not in conformity with this Section 18 shall be void at
the option of Landlord, and Landlord may exercise any or all of its rights under
Section 23. A consent to one transfer shall not be deemed to be a consent to any
subsequent transfer. "Transfer" shall include any sublease, assignment, license
or concession agreement, change in ownership or control of Tenant, mortgage or
hypothecation of this lease or Tenant's interest therein or in all or a portion
of the Premises.

     (b) OFFER TO LANDLORD. Tenant acknowledges that the terms of this lease,
including the Minimum Annual Rent, have been based on the understanding that
Tenant physically shall occupy the Premises for the entire term. Therefore, upon
Tenant's request to transfer all or a portion of the Premises, at the option of
Landlord, Tenant and Landlord shall execute an amendment to this lease removing
such space from the Premises, Tenant shall be relieved of any liability with
respect to such space and Landlord shall have the right to lease such space to
any party, including Tenant's proposed transferee.

     (c) CONDITIONS. Notwithstanding the above, the following shall apply to any
transfer, with or without Landlord's consent:

         (i)   As of the date of any transfer, Tenant shall not be in default
under this lease nor shall any act or omission have occurred which would
constitute a default with the giving of notice and/or the passage of time.

         (ii)  No transfer shall relieve Tenant of its obligation to pay the
Rent and to perform all its other obligations hereunder. The acceptance of Rent
by Landlord form any person shall not be deemed to be a waiver by Landlord of
any provision of this lease or to be a consent to any transfer.

         (iii) Each transfer shall be by a written instrument in form and
substance satisfactory to Landlord which shall (A) include an assumption of
liability by any transferee of all Tenant's obligations and the transferee's
ratification of and agreement to be bound by all the provisions of this lease,
(B) afford Landlord the right of direct action against the transferee pursuant
to the same remedies as are available to Landlord against Tenant and (c) be
executed by Tenant and the transferee.

         (iv)  Tenant shall pay, within 10 days of receipt of an invoice which
shall be no less than $250, Landlord's reasonable attorneys' fees and costs in
connection with the review, processing, and documentation of any transfer for
which Landlord's consent is requested.

19.  SUBORDINATION; MORTGAGEE'S RIGHTS.

     (a) This lease shall be subordinate to any first mortgage or other primary
encumbrance now or hereafter affecting the Premises. Although the subordination
is self-operative, within 10 days after written request, Tenant shall execute
and deliver any further instruments confirming such subordination of this lease
and any further instruments of attornment that may be desired by any such
mortgagee or Landlord. However, any mortgagee may at any time subordinate its
mortgage to this lease, without Tenant's consent,


                                       7
<PAGE>   11
by giving written notice to Tenant and thereupon this lease shall be deemed
prior to such mortgage without regard to their respective dates of execution and
delivery; provided, however, that such subordination shall not affect any
mortgagee's right to condemnation awards, casualty insurance proceeds,
intervening liens or any right which shall arise between the recording of such
mortgage and the execution of this lease.

     (b) It is understood and agreed that any mortgagee shall not be liable to
tenant for any funds paid by Tenant to Landlord unless such funds actually have
been transferred to such mortgagee by Landlord.

     (c) Notwithstanding the provisions of Sections 12 and 13 above, Landlord's
obligation to restore the Premises after a casualty or condemnation shall be
subject to the consent and prior rights of Landlord's first mortgagee.

20.  RECORDING; TENANT'S CERTIFICATE. Tenant shall not record this lease or a
memorandum thereof without Landlord's prior written consent. Within 10 days
after Landlord's written request from time to time:

     (a) Tenant shall execute, acknowledge and deliver to Landlord a written
statement certifying the Commencement Date and Expiration date of this lease,
that this lease is in full force and effect, and has not been modified and
otherwise as set forth in the form of estoppel certificate attached as Exhibit
"E" or with such modification as may be necessary to reflect accurately the
stated facts and/or such other certifications as may be requested by a mortgagee
or purchaser. Tenant understands that its failure to execute such documents may
cause Landlord serious financial damage by causing the failure of a financing or
sale transaction.

     (b) Tenant shall furnish to Landlord, Landlord's mortgagee, prospective
mortgagee or purchaser reasonably requested financial information.

21.  SURRENDER; ABANDONED PROPERTY.

     (a) Subject to the terms of Sections 9(b), 12(a) and 13(b), at the
expiration or termination of this lease, Tenant promptly shall yield up in the
same condition, order and repair in which they are required to be kept
throughout the Term, the Premises and all improvements thereto, and all fixtures
and equipment servicing the Building, ordinary wear and tear excepted.

     (b) Upon or prior to the expiration or termination of this lease, Tenant
shall remove any personal property from the Property. Any personal property
remaining thereafter shall be deemed conclusively to have been abandoned, and
Landlord, at tenant's expense, may remove, store, sell, or otherwise dispose of
such property in such manner as Landlord may see fit and/or Landlord may retain
such property as its property. If any part thereof shall be sold, then Landlord
may receive and retain the proceeds of such sale and apply the same, at its
option, against the expenses of the sale, the cost of moving and storage and any
rent due under this lease.

     (c) If Tenant, or any person claiming through Tenant, shall continue to
occupy the Premises after the expiration or termination of this lease or any
renewal thereof, such occupancy shall be deemed to be under a month-to-month
tenancy under the same terms and conditions set forth in this lease, except that
the monthly installment of the Minimum Annual Rent during such continued
occupancy shall be double the amount applicable to the last month of the term.
Anything to the contrary notwithstanding, any holding over by tenant without
Landlord's prior written consent shall constitute a default hereunder and shall
be subject to all the remedies available to Landlord.

22.  CURING TENANT'S DEFAULTS. If Tenant shall be in default in the performance
of any of its obligations hereunder, Landlord, without any obligation to do so,
in addition to any other rights it may have in law or equity, may elect to cure
such default on behalf of Tenant after written notice (except in the case of
emergency) to Tenant. Tenant shall reimburse Landlord upon demand for any sums
paid or costs incurred by Landlord in curing such default, including interest
thereon from the respective dates of Landlord's incurring such costs, which sums
and costs together with interest shall be deemed additional rent.

23.  DEFAULTS - REMEDIES.

     (a) DEFAULTS. It shall be an event of default:

         (i)   If Tenant does not pay in full when due any and all rent;

         (ii)  If Tenant fails to observe and perform or otherwise breaches any
other provision of this lease;


                                       8
<PAGE>   12
         (iii) If Tenant abandons the Premises, which shall be conclusively
presumed if the Premises remain unoccupied for more than 10 consecutive days, or
removal or attempts to remove Tenant's goods or property other than in the
ordinary course of business; or

         (iv) If Tenant becomes insolvent or bankrupt in any sense or makes a
general assignment for the benefit of creditors or offers a settlement to
creditors, or if a petition in bankruptcy or for reorganization or for an
arrangement with creditors under any federal or state law is filed by or against
Tenant, or a bill in equity or other proceeding for the appointment of a
receiver for any of Tenant's assets is commenced, or if any of the real or
personal property of Tenant shall be levied upon; provided, however, that any
proceeding brought by anyone other than Landlord or Tenant under any bankruptcy,
insolvency, receivership or similar law shall not constitute a default until
such proceeding has continued unstayed for more than 60 consecutive days.

     (b) REMEDIES. Then, and in any such event, Landlord shall have the
following rights:

         (i)   To charge a late payment fee equal to the greater of $100 or 5%
of any amount owed to Landlord pursuant to this lease which is not paid within 5
days after the due date.

         (ii)  To enter and repossess the Premises, by breaking open locked
doors if necessary, and remove all persons and all or any property therefrom, by
action at law or otherwise, without being liable for prosecution or damages
therefor, and Landlord may, at Landlord's option, make alterations and repairs
in order to relet the Premises and relet all or any part(s) of the Premises for
tenant's account. Tenant agrees to pay to Landlord on demand any deficiency that
may arise by reason of such reletting. In the event of reletting without
termination of this lease, Landlord may at any time thereafter elect to
terminate this lease for such previous breach.

         (iii) To accelerate the whole or any part of the rent for the balance
of the term, and declare the same to be immediately due and payable.

         (iv)  To terminate this lease and the Term without any right on the
part of Tenant to save the forfeiture by payment of any sum due or by other
performance of any condition, term or covenant broken.

     (c) GRACE PERIOD. Notwithstanding anything hereinabove stated, neither
party will exercise any available right because of any default of the other,
except those remedies contained in Subsection (b)(I) of this Section, unless
each party shall have first given 10 days written notice thereof to the
defaulting party, and the defaulting party shall have failed to cure the default
within such period; provided, however, that:

         (i)   No such notice shall be required if tenant fails to comply with
the provisions of Sections 10 or 20(a), in the case of emergency as set forth in
Section 22 or in the event of any default enumerated in subsections (a)(iii) and
(iv) of this Section.

         (ii)  Landlord shall not be required to give such 10 day notice more
than 2 times during any 12 month period.

         (iii) If the default consists of something other than the failure to
pay money which cannot reasonably be cured within 10 days, neither party will
exercise any right if the defaulting party begins to cure the default within the
10 days and continues actively and diligently in good faith to completely cure
said default.

         (iv)  Tenant agrees that any notice given by Landlord pursuant to this
Section which is served in compliance with Section 27 shall be adequate notice
for the purpose of landlord's exercise of any available remedies.

     (d) NON-WAIVER; NON-EXCLUSIVE. No waiver by Landlord of any breach by
Tenant shall be a waiver of any subsequent breach, nor shall any forebearance by
Landlord to seek a remedy for any breach by Tenant be a waiver by Landlord of
any rights and remedies with respect to such or any subsequent breach. Efforts
by Landlord to mitigate the damages caused by Tenant's default shall not
constitute a waiver of Landlord's right to recover damages hereunder. No right
or remedy herein conferred upon or reserved to Landlord is intended to be
exclusive of any other right or remedy provided herein or by law, but each shall
be cumulative and in addition to every other right or remedy given herein or now
or hereafter existing at law or in equity. No payment by Tenant or receipt or
acceptance by Landlord of a lesser amount than the total amount due Landlord
under this lease shall be deemed to be other than on account, nor shall any
endorsement or statement on 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 of rent due, or Landlord's right to
pursue any other available remedy.


                                       9
<PAGE>   13
     (e) COSTS AND ATTORNEY'S FEES. If either party commences an action against
the other party arising out of or in connection with this lease, the prevailing
party shall be entitled to have and recover from the losing party attorneys'
fees, costs of suit, investigation expenses and discovery costs, including costs
of appeal.

24.  REPRESENTATIONS OF TENANT. Tenant represents to the Landlord and agrees
that:

     (a) The word "Tenant" as used herein includes the Tenant named above as
well as successors and assigns, each of which shall be under the same
obligations and liabilities and each of which shall have the same rights,
privileges, and powers as it would have possessed had it originally signed this
lease as tenant. Each and every of the persons named above as tenant shall be
bound jointly and severally by the terms, covenants and agreements contained
herein. However, no such rights, privileges or powers shall inure to the benefit
of any assignee of tenant immediate or remote, unless Tenant has complied with
the terms of Section 18 and the assignment to such assignee is permitted or has
been approved in writing by Landlord. Any notice required or permitted by the
terms of this lease may be given by or to any of the persons named above as
tenant, and shall have the same force and effect as if given by or to any one of
the persons named above as Tenant, and shall have the same force and effect as
if given by or to all thereof.

     (b) If Tenant is a corporation, partnership or any other form of business
association or entity, Tenant is duly formed and in good standing, and has full
corporate or partnership power and authority, as the case may be, to enter into
this lease and has taken all corporate or partnership action, as the case may
be, necessary to carry out the transaction contemplated herein, so that when
executed, this lease constitutes a valid and binding obligation enforceable in
accordance with its terms. Tenant shall provide Landlord with corporate
resolutions or other proof in a form acceptable to Landlord, authorizing the
execution of this lease at the time of such execution.

25.  LIABILITY OF LANDLORD. The word "Landlord" as used herein includes the
Landlord named above as well as its successors and assigns, each of which shall
have the same rights, remedies, powers, authorities and privileges as it would
have had it originally signed this lease as Landlord. Any such person or entity,
whether or not named herein, shall have no liability hereunder after it ceases
to hold title to the Premises except for obligations already accrued, (and, as
to any unapplied portion of Tenant's Security Deposit, Landlord shall be
relieved of all liability therefor upon transfer of such portion to its
successor in interest) and Tenant shall look solely to Landlord's successor in
interest for the performance of the covenants and obligations of the Landlord
hereunder which thereafter shall accrue. Neither Landlord nor any principal of
Landlord nor any owner of the Property, whether disclosed or undisclosed, shall
have any personal liability with respect to any of the provisions of this lease
or the Premises, and if Landlord is in breach or default with respect to
Landlord's obligations under this lease or otherwise, Tenant shall look solely
to the equity of Landlord in the Property for the satisfaction of Tenant's
claims. Notwithstanding the foregoing, no mortgagee or ground lessor succeeding
to the interest of Landlord hereunder (either in terms of ownership or
possessory rights) shall be (a) liable for any previous act or omission of a
prior landlord, (b) subject to any rental offsets or defenses against a prior
landlord or (c) bound by any amendment of this lease made without its written
consent, or by payment by Tenant of Minimum Annual rent in advance in excess of
one monthly installment.

26.  INTERPRETATION; DEFINITIONS.

     (a) CAPTIONS. The captions in this lease are for convenience only and are
not a part of this lease and do not in any way define, limit, describe or
amplify the terms and provisions of this lease or the scope or intent thereof.





<PAGE>   14
                                   EXHIBIT "C"

                                 BUILDING RULES

         1. As stated in the lease, Tenant shall not use the Premises as a
"place of public accommodation" as defined in the Americans with Disabilities
Act of 1990, which identifies the following categories into one or more of which
a business must fall to be a "place of public accommodation":

         a.       Places of lodging (examples: hotel, motel)

         b.       Establishments serving food or drink (examples: bar,
                  restaurant)

         c.       Places of exhibition (examples: motion picture house, theater,
                  stadium, concert hall)

         d.       Places of public gathering (examples: auditorium, convention
                  center, lecture hall)

         e.       Sales or rental establishments (examples: bakery, grocery
                  store, hardware store, shopping center)

         f.       Service establishments (examples: bank, laundromat, barber
                  shop, funeral parlor, gas station, business offices such as
                  lawyer, accountant, healthcare provider or insurance office)

         g.       Station used for specified public transportation (examples:
                  bus terminal, depot)

         h.       Places of public display or collection (examples: museum,
                  library, gallery)

         i.       Places of recreation (examples: park, zoo, amusement park)

         j.       Places of education (examples: nursery, elementary, secondary,
                  private or other undergraduate or postgraduate school)

         k.       Social service center establishment (examples: day-care
                  center, senior citizen center, homeless shelter, food bank,
                  adoption agency)

         l.       Places of exercise or recreation (examples: gym, health spa,
                  bowling alley, golf course)

         2. Any sidewalks, lobbies, passages, elevators and stairways shall not
be obstructed or used by Tenant for any purpose other than ingress and egress
from and to the Premises. Landlord shall in all cases retain the right to
control or prevent access by all persons whose presence, in the judgment of the
Landlord, shall be prejudicial to the safety, peace or character of the
Property.

         3. The toilet rooms, toilets, urinals, sinks, faucets, plumbing or
other service apparatus of any kind shall not be used for any purposes other
than those for which they were installed, and no sweeping, rubbish, rags, ashes,
chemicals or other refuse or injurious substances shall be placed therein or
used in connection therewith or left in any lobbies, passages, elevators or
stairways.

         4. Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental agency.
No person shall go on the roof without Landlord's permission.

         5. Skylights, windows, doors and transoms shall not be covered or
obstructed by Tenant, and Tenant shall not install any window covering which
would affect the exterior appearances of the Building, except as approved in
writing by Landlord. Tenant shall not remove, without Landlord's prior written
consent, any shades, blinds or curtains in the Premises.

         6. Without Landlord's prior written consent, Tenant shall not hang,
install, mount, suspend or attach anything from or to any sprinkler, plumbing,
utility or other lines. If Tenant hangs, installs, mounts, suspends or attaches
anything form or to any doors, windows, walls, floors or ceilings, Tenant shall
sand and spackle all holes and repair any damage caused thereby or by the
removal thereof at or prior to the expiration or termination of the lease.
Without Landlord's prior written consent, no walls or partitions shall be
painted, papered or otherwise covered or moved in any way or marked or broken;
nor shall any connection be made to electric wires for running fans or motors or
other apparatus, devices of equipment; nor shall machinery of any kind other
than customary small business machines be allowed in the Premises; nor shall
Tenant use any other method of heating, air conditioning or air cooling than
that provided by Landlord; nor shall any mechanics be allowed to work in or
about the Building other than those employed by Landlord.

         7. Tenant shall not change any locks nor place additional locks upon
any doors and shall surrender all keys and passes at the end of the Term.

         8. Tenant shall not use nor keep in the Building any matter having an
offensive odor, nor explosive or highly flammable material, nor shall any
animals other than seeing eye dogs in the company of their masters be brought
into or kept in or about the Premises.

                                      C-1
<PAGE>   15
         9. If tenant desires to introduce electrical, signaling, telegraphic,
telephone, protective alarm or other wires, apparatus or devices, Landlord shall
direct where and how the same are to be placed, and except as so directed, no
installation boring or cutting shall be permitted. Landlord shall have the right
to prevent and to cut off the transmission of excessive or dangerous current of
electricity or annoyances into or through the Building or the Premises and to
require the changing of wiring connections or layout at Tenant's expense, to the
extent that Landlord may deem necessary, and further to require compliance with
such reasonable rules as Landlord may establish relating thereto, and in the
event of non-compliance with the requirements with the requirements or rules,
Landlord shall have the right immediately to cut wiring or to do what it
considers necessary to remove the danger, annoyance or electrical interference
with apparatus in any part of the Building. All wires installed by Tenant must
be clearly tagged at the distributing board and junction boxes and elsewhere
where required by Landlord, with the number of the office to which said wires
lead, and the purpose for which the wires respectively are used, together with
the name of the concern, if any, operating same.

         10. Tenant shall not place weights anywhere beyond the safe carrying
capacity of the Building which is designed to normal office building standards
for floor loading capacity. Landlord shall have the right to exclude from the
Building heavy furniture, safes and other articles which may be hazardous or to
require them to be located at designated places in the Premises. Tenant shall
obtain Landlord's written consent prior to the installation of any vending
machines in the Premises.

         11. The use of rooms as sleeping quarters is strictly prohibited at all
times.

         12. Tenant shall have the right, at Tenant's sole risk and
responsibility, to use its proportional share of the parking spaces at the
Property as reasonably determined by Landlord. Tenant shall comply with all
parking regulations promulgated by Landlord from time to time for the orderly
use of the vehicle parking areas, including without limitation the following:
Parking shall be limited to automobiles, passenger or equivalent vans,
motorcycles, light four wheel pickup trucks and (in designated areas (bicycles).
No vehicles shall be left in the parking lot overnight. Parked vehicles shall
not be used for vending or any other business or other activity while parked in
the parking areas. Vehicles shall be parked only in striped parking spaces,
except for loading and unloading, which shall occur solely in zones marked for
such purpose, and be so conducted as to not unreasonably interfere with traffic
flow within the Property or with loading and unloading areas of other tenants.
Employee and tenant vehicles shall not be parked in spaces marked for visitor
parking or other specific use. All vehicles entering or parking in the parking
areas shall do so owner's sole risk, and Landlord assumes no responsibility for
and damage, destruction, vandalism or theft. Tenant shall cooperate with
Landlord in any measures implemented by Landlord to control abuse of the parking
areas, including without limitation access control programs, tenant and guest
vehicle identification programs, and validated parking programs, provided that
no such validated parking program shall result in Tenant being charged for
spaces to which it has a right to free use under its lease. Each vehicle owner
shall promptly respond to any sounding vehicle alarm or horn, and failure to do
so may result in temporary or permanent exclusion of such vehicle from the
parking areas. Any vehicle which violates the parking regulations may be cited,
towed at the expense of the owner, temporarily or permanently excluded from the
parking areas, or subject to other lawful consequences.


         13. Tenant shall not smoke in the Building which Landlord has
designated as a non-smoking building.

         14. Canvassing, soliciting and distribution of handbills or any other
written material, and peddling in the Building are prohibited, and Tenant shall
cooperate to prevent same.

         15. Tenant shall provide Landlord with a written identification of any
vendors engaged by Tenant to perform services for Tenant at the Premises
(examples: security guards/monitors, telecommunications installers/maintenance).
Tenant shall permit Landlord's employees and contractors and no one else to
clean the Premises unless Landlord consents in writing. Tenant assumes all
responsibility for protecting its Premises from theft and vandalism and Tenant
shall see each day before leaving the Premises that all lights are turned out
and that the window and the doors are closed and securely locked.

         16. Landlord shall provide Tenant with the move-in and move-out
policies for the Building with which Tenant shall comply. Throughout the Term,
no furniture, packages, equipment, supplies or merchandise of Tenant will be
received in the Building, or carried up or down in the elevators or stairways,
except during such hours as shall be designated by Landlord, and Landlord in all
cases shall also have the exclusive right to prescribe the method and manner in
which the same shall be brought in or taken out of the Building. At the end of
the Term, Tenant's obligations regarding surrender of the Premises shall include
Tenants obligation to shampoo all carpet, strip and re-wax all vinyl composite
tile and replace any damaged ceiling tiles, the cost of which obligations shall
be deducted from the Security Deposit if not completed by Tenant prior to the
Expiration Date.

                                      C-2
<PAGE>   16

         17. Tenant shall not place oversized cartons, crates or boxes in any
area for trash pickup without Landlord's prior approval. Landlord shall be
responsible for trash pickup of normal office refuse placed in ordinary office
trash receptacles only. Excessive amounts of trash or other out-of-the-ordinary
refuse loads will be removed by landlord upon request at Tenant's expense.

         18. Tenant shall cause all of Tenant's Agents to comply with these
Building Rules.

         19. Landlord reserves the right to rescind, suspend or modify any rules
or regulations and to make such other rules and regulations as, in Landlord's
reasonable judgment, may from time to time be needed for the safety, care,
maintenance, operation and cleanliness of the Property. Notice of any action by
Landlord referred to in this paragraph, given to Tenant, shall have the same
force and effect as if originally made a part of the foregoing lease. New rules
or regulations will not, however, be unreasonably inconsistent with the proper
and rightful enjoyment of the Premises by Tenant under the lease.

         20. These Building Rules are not intended to give Tenant any rights or
claims in the event that Landlord does not enforce any of them against any other
tenants or if Landlord does not have the right to enforce them against any other
tenants and such non-enforcement will not constitute a waiver as to Tenant.

         21. Tenant shall be deemed to have read these Building Rules and to
have agreed to abide by them as a condition to Tenant's occupancy of the
Premises.



                                      C-3
<PAGE>   17
                                   EXHIBIT "D"

                                CLEANING SCHEDULE

         All service and materials specified in this Exhibit shall be furnished
         at the sole cost and expense of Landlord.

         I.       OFFICE AREA:

                  A.       Nightly (Monday through Friday - Holidays excepted):

                           1.       Empty wastepaper baskets, ashtrays, and 
                                    refuse receptacles.
                           2.       Dust sweep had surface flooring.
                           3.       Vacuum carpeted areas and rugs.
                           4.       Hand dust and wipe clean with treated cloths
                                    all horizontal surfaces including
                                    furniture, desk equipment, telephones,
                                    windowsills and induction unit tops within
                                    normal reach.
                           5.       Clean and sanitize all drinking fountains.

                  B.       Weekly:

                           1.       Remove finger marks from stairways, elevator
                                    and utility closet doors and light switches.

                  C.       Monthly:

                           1.       Wash and wax resilient tile floors.

                  D.       Quarterly:

                           1.       Do high dusting not reached in daily 
                                    cleaning, to include:

                                    a)      pictures, frames, charts, graphs, 
                                            and similar wall hangings; and

                                    b)      all vertical surfaces, such as
                                            walls, partitions, doors and bucks
                                            not reached in nightly cleaning.

                  E.       Annually:

                           1.       Wash all light fixtures.


<PAGE>   18

                           2.       Dry clean drapes or wash venetian blinds,
                                    whichever is supplied by Landlord on
                                    exterior windows.

         II.      LAVATORIES:

                  A.       Nightly:

                           1.       Sweep and wash floors with approved
                                    germicidal detergent solution.

                           2.       Wash and polish all mirrors, powder shelves,
                                    dispensers, receptacles, bright work,
                                    flushometers, piping and toilet seat hinges.

                           3.       Wash both sides of toilet seats, wash
                                    basins, bowls, and urinals with approved
                                    germicidal detergent solution.

                           4.       Remove finger marks and smudges from toilet
                                    partitions, ventilating grills, and tile
                                    walls.

                           5.       Empty and clean towel and sanitary disposal
                                    receptacles, remove waste to disposal areas.

                           6.       Replenish paper towel, toilet tissue, soap
                                    and sanitary napkin dispensers.

                  B.       Monthly:

                           1.       Wash partitions and tile walls.
                           2. Wash all waste receptacles with approved
germicidal solution.

         III.     WINDOW WASHING:

                  A.       Quarterly:

                           1.       Wash all exterior window glass, inside and
                                    outside surfaces, and all interior glass
                                    partitions.

         IV.      PEST EXTERMINATION:

                  A.       Maintain pest extermination as needed.





<PAGE>   19
                                   EXHIBIT "E"
                           TENANT ESTOPPEL CERTIFICATE

                  Please refer to the documents described in Schedule 1 hereto,
         (the "Lease Documents") including the "Lease" therein described: all
         defined terms in this Certificate shall have the same meanings as set
         forth in the Lease unless otherwise expressly set forth herein. The
         undersigned Tenant hereby certified that it is the tenant under the
         Lease. Tenant hereby further acknowledges that it has been advised that
         the Lease may be collaterally assigned in connection with a proposed
         financing secured by the Property and/or may be assigned in connection
         with a sale of the Property and certifies both to Landlord and to any
         and all prospective mortgages and purchasers of the Property, including
         any trustee on behalf of any holders of notes or other similar
         instruments, any holders from time to time of such notes or other
         instruments, and their respective successors and assigns (the
         "Mortgagees") that as of the date hereof:

         1. The information set forth in attached Schedule 1 is true and
correct.

         2. Tenant is in occupancy of the Premises and the Lease is in full
force and effect, and, except by such writings as are identified on Schedule 1,
has not been modified, assigned, supplemented or amended since its original
execution, nor are there any other agreements between Landlord and Tenant
concerning the Premises, whether oral or written.

         3. All conditions and agreements under the Lease to be satisfied or
performed by Landlord have been satisfied and performed.

         4. Tenant is not in default under the Lease Documents, Tenant has not
received any notice of defaults under the Lease Documents, and, to Tenant's
knowledge, there are no events which have occurred that, with the giving of
notice and/or passage of time, would result in a default by Tenant under the
Lease Documents.

         5. Tenant has not paid any Rent due under the Lease more than 30 days
in advance of the date due under the Lease and Tenant has no rights of setoff,
counterclaim, concession or other rights of diminution of any Rent due and
payable under the Lease except as set forth in Schedule 1.

         6. To Tenant's knowledge, there are no uncured defaults on the part of
Landlord under the Lease Documents, Tenant has not sent any notice of default
under the Lease Documents to Landlord, and there are no events which have
occurred that, with the giving of notice and/or the passage of time, would
result in a default by Landlord thereunder, and that at the present time Tenant
has not claim against Landlord under the Lease Documents.

         7. Except as expressly set forth in Part G of Schedule 1, there are no
provisions for any, and Tenant has no, options with respect to the Premises or
all or any portion of the Property.

         8. Except as set forth on Part M of Schedule 1, no action, voluntary or
involuntary, is pending against Tenant under federal or state bankruptcy or
insolvency law.

         9. The undersigned has the authority to execute and deliver this
Certificate on behalf of Tenant and acknowledges that all Mortgagees will rely
upon this Certificate in purchasing the Property or extending credit to Landlord
or its successors in interest.

         10. This Certificate shall be binding upon the successors, assigns and
representatives of Tenant and any party claiming through or under Tenant and
shall inure to the benefit of all Mortgagees.

                  IN WITNESS WHEREOF, Tenant has executed this Certificate this
_____ day of ___________, 19____.

                                  _____________________________________
                                  Name of Tenant


                                  By:__________________________________

                                  Title:_______________________________


                                      E-1
<PAGE>   20
                    SCHEDULE 1 TO TENANT ESTOPPEL CERTIFICATE

                 LEASE DOCUMENTS, LEASE TERMS AND CURRENT STATUS

         A.       Date of Lease:

         B.       Parties:

                  1.       Landlord:

                  2. Tenant d/b/a/:

         C.       Premises known as:

         D.       Modifications, Assignments, Supplements or Amendments to
                  Lease:

         E.       Commencement Date:

         F.       Expiration of Current Term:

         G.       Options:

         H.       Security Deposit Paid to Landlord:          $

         I.       Current Fixed Minimum Rent (Annualized):             $

         J.       Current Additional Rent (and if applicable, Percentage
                  Rent)(Annualized): $

         K.       Current Total Rent:       $

         L.       Square Feet Demised:

         M.       Tenant's Bankruptcy or other Insolvency Actions:

                                      E-2