<PAGE>

                                                                   Exhibit 10.42


                            RESOURCE PARTNER, INC.

                                  SUITE 3400

                                BORDEN BUILDING

                            OFFICE LEASE AGREEMENT
<PAGE>

<TABLE>
<S>     <C>                                                                                 <C>
11.     INSURANCE........................................................................... 15

   11.1   LANDLORD'S INSURANCE.............................................................. 15
   11.2   TENANT'S INSURANCE................................................................ 15

12.     DAMAGE OR DESTRUCTION............................................................... 16

   12.1   TERMINATION OPTIONS............................................................... 16
   12.2   REPAIR OBLIGATIONS................................................................ 16
   12.3   RENT ABATEMENT.................................................................... 16

13.     WAIVERS AND INDEMNITIES............................................................. 17

   13.1   LANDLORD'S WAIVERS................................................................ 17
   13.2   TENANT'S WAIVERS.................................................................. 17
   13.3   LANDLORD'S INDEMNITY.............................................................. 17
   13.4   TENANT'S INDEMNITY................................................................ 17

14.     CONDEMNATION........................................................................ 18

   14.1   FULL TAKING....................................................................... 18
   14.2   PARTIAL TAKING.................................................................... 18
   14.3   AWARDS............................................................................ 18

15.     ASSIGNMENT AND SUBLETTING........................................................... 18

   15.1   LIMITATION........................................................................ 18
   15.2   NOTICE OF PROPOSED TRANSFER; LANDLORD'S OPTIONS................................... 19
   15.3   CONSENT NOT TO BE UNREASONABLY WITHHELD........................................... 19
   15.4   FORM OF TRANSFER.................................................................. 19
   15.5   PAYMENTS TO LANDLORD.............................................................. 19
   15.6   CHANGE OF OWNERSHIP............................................................... 20
   15.7   PERMITTED TRANSFERS............................................................... 20
   15.8   EFFECT OF TRANSFERS............................................................... 20
   15.9   APPROVED LICENSE.................................................................. 20

16.     PERSONAL PROPERTY................................................................... 21

   16.1   INSTALLATION AND REMOVAL.......................................................... 21
   16.2   RESPONSIBILITY.................................................................... 21
   16.3   LANDLORD'S LIEN................................................................... 21

17.     ESTOPPEL CERTIFICATES............................................................... 21


18.     TRANSFER OF LANDLORD'S INTEREST..................................................... 22

   18.1   SALE, CONVEYANCE AND ASSIGNMENT................................................... 22
   18.2   EFFECT OF SALE, CONVEYANCE OR ASSIGNMENT.......................................... 22
   18.3   SUBORDINATION AND NONDISTURBANCE.................................................. 22
   18.4   ATTORNMENT........................................................................ 22

19.     RULES AND REGULATIONS............................................................... 22


20.     TENANT'S DEFAULT AND LANDLORD'S REMEDIES............................................ 23

   20.1   DEFAULT........................................................................... 23
   20.2   REMEDIES.......................................................................... 23

21.     LANDLORD'S DEFAULT AND TENANT'S REMEDIES............................................ 25

   21.1   DEFAULT........................................................................... 25
   21.2   REMEDIES.......................................................................... 25
   21.3   CURE BY ENCUMBRANCE HOLDER........................................................ 25
</TABLE>
                                                                              ii
<PAGE>

<TABLE>
<S>     <C>                                                                                  <C>
22.     SECURITY DEPOSIT.................................................................... 26

   22.1   AMOUNT............................................................................ 26
   22.2   USE AND RESTORATION............................................................... 26
   22.3   TRANSFERS......................................................................... 26
   22.4   REFUND............................................................................ 26

23.     BROKERS............................................................................. 26


24.     LIMITATIONS ON LANDLORD'S LIABILITY................................................. 27


25.     NOTICES............................................................................. 27


26.     MISCELLANEOUS....................................................................... 27

   26.1   BINDING EFFECT.................................................................... 27
   26.2   COMPLETE AGREEMENT; MODIFICATION.................................................. 27
   26.3   DELIVERY FOR EXAMINATION.......................................................... 27
   26.4   NO AIR RIGHTS..................................................................... 27
   26.5   ENFORCEMENT EXPENSES.............................................................. 27
   26.6   BUILDING PLANNING................................................................. 28
   26.7   BUILDING NAME..................................................................... 28
   26.8   BUILDING STANDARD................................................................. 28
   26.9   NO WAIVER......................................................................... 28
   26.10     RECORDING; CONFIDENTIALITY..................................................... 28
   26.11     CAPTIONS....................................................................... 28
   26.12     INVOICES....................................................................... 28
   26.13     SEVERABILITY................................................................... 28
   26.14     JURY TRIAL..................................................................... 29
   26.15     AUTHORITY TO BIND.............................................................. 29
   26.16     ONLY LANDLORD/TENANT RELATIONSHIP.............................................. 29
   26.17     COVENANTS INDEPENDENT.......................................................... 29
   26.18     GOVERNING LAW.................................................................. 29
   26.19     ENFORCEMENT OF REASONABLE CONSENT.............................................. 29

27.     MANDATORY EXPANSION................................................................. 29


28.     RIGHT OF FIRST REFUSAL.............................................................. 29


29.     CONDITIONS TO EFFECTIVENESS OF LEASE................................................ 30


30.     MOVING ALLOWANCE.................................................................... 30


31.     letter of credit.................................................................... 30
</TABLE>
                                                                             iii
<PAGE>

                                LEASE AGREEMENT
                                 BORDEN BUILDING
                                 COLUMBUS, OHIO

     THIS LEASE AGREEMENT ("Lease") is entered into as of the Date, and by
     and between the Landlord and Tenant, identified in Section 1.1 below.

1.   BASIC LEASE DEFINITIONS, EXHIBITS AND ADDITIONAL DEFINITIONS.

1.1  Basic Lease Definitions.
       In this Lease, the following defined terms have the meanings indicated.

          (a)  "Date" means the date of full execution of this Lease, which
       is July 25, 2000.

          (b)  "Landlord" means University Town Center Associates, L.P., a
       California limited partnership, d/b/a TrizecHahn Borden Building
       Management.

          (c)  "Tenant" means  reSOURCE PARTNER, Inc. a Delaware corporation.

          (d)  "Premises" means those premises, excluding restrooms, known as
      Suites 1300, 3100, 3300 and 3400 and located on the 13/th/, 31/st/, 33/rd/
      and 34/th/ floors of the Building and identified on Exhibit A which is
      hereby deemed to be 71,627 rentable square feet.

          (e)  "Use" means general office and, ancillary to such primary use,
      the operation of a data center on the portion of the Premises known as the
      33/rd/ Floor of the Building and no other use.

          (f)  "Term" means the duration of this Lease, which will be
      approximately seven (7) years, beginning on the "Commencement Date" (as
      defined in Section 3.1 below) and ending seven (7) years from the
      Mandatory Expansion Commencement Date ("the "Expiration Date") unless
      terminated earlier or extended further as provided in this Lease. The
      "Expiration Date" means (i) if the Mandatory Expansion Commencement Date
      is the first day of a month, the seven (7) year anniversary of the day
      immediately preceding the Mandatory Expansion Commencement Date; or (ii)
      if the Mandatory Expansion Commencement Date is not the first day of a
      month, the seven (7) year anniversary of the last day of the month in
      which the Mandatory Expansion Commencement Date occurs.

          (g)  "Scheduled Commencement Date" means  July 1, 2000.

          (h)  "Base Rent" means the Rent payable according to Section 4.1,
      which will be in an amount per month applicable during each Lease Year as
      follows:

<TABLE>
<CAPTION>
               Lease Period            Amount of Base Rent        Amount of Base Rent
                                       Payable Per Rentable       Payable Per Month
                                       Square Foot
               <S>                     <C>                        <C>
               7/1/00 - 8/31/04        $16.75                     $ 99,979.35 ( to be adjusted per Article 27)
               9/1/04 - 8/31/07        $17.25                     $102,963.81 (to be adjusted per Article 27)
</TABLE>

          (i)  "Tenant's Share" means, with respect to the calculation of
     Additional Rent according to Section 4.2, .125939 (12.5939%), to be
     adjusted per Article 27.

          (j)  "Base Year" means Landlord's Fiscal Year ending December 31,
     2000.

          (k)  "Security Deposit" means Letter of Credit as set forth in Article
     31 of the Lease.

                                       1
<PAGE>

              (l) "Landlord's Building Address" means:

                   180 East Broad Street
                   Suite 814
                   Columbus, OH
                   Attention: Property Manager

              (m)  "Landlord's General Address" means:

                   University Town Center Associates, L.P.
                   c/o TrizecHahn Office Properties, Inc.
                   233 S. Wacker Rd.
                   Suite 3330
                   Chicago, IL 60606
                   Attention: Senior Vice President

                   With a copy of notices of default to:

                   University Town Center Associates, L.P.
                   c/o TrizecHahn Office Properties Inc.
                   3011 W. Grand Blvd.
                   Suite 450
                   Detroit, MI 48202
                   Attention: Regional Legal Counsel

               (n) "Tenant's Notice Address" means,

                   for notices given before the Commencement Date:

                   Suite #3400
                   180 East Broad Street
                   Columbus, Ohio 43215
                   Attention: James King, Esq.

                   With a copy to:

                   Interliant, Inc
                   Two Manhattanville Road
                   Purchase, NY 10577
                   Attention: General Counsel

                   and for notices given after the Commencement Date:

                   Suite #3400
                   180 East Broad Street
                   Columbus, OH 43215
                   Attention: James King, Esq.

                   With a copy to:

                   Interliant, Inc
                   Two Manhattanville Road
                   Purchase, NY 10577
                   Attention: General Counsel

                                       2
<PAGE>

              (o)  "Tenant's Invoice Address" means:

                   Suite #3400
                   180 East Broad Street
                   Columbus, OH 43215
                   Attention: ___________________________

              (p)  "Brokers" means the following brokers who will be paid by
          Landlord in accordance with a separate agreement:  NONE, and the
          following brokers who will be paid by Tenant: NONE.

               (q) "Liability Insurance Amount" means $3,000,000.00.

1.2  Exhibits.
         The Exhibits listed below are attached to and incorporated in this
         Lease. In the event of any inconsistency between such Exhibits and the
         terms and provisions of this Lease, the terms and provisions of the
         Exhibits will control. The Exhibits to this Lease are:

           Exhibit A      -    Plan Delineating the Premises
           Exhibit B      -    Possession and Leasehold Improvements Agreement
           Exhibit C      -    Occupancy Estoppel Certificate
           Exhibit D      -    Rules and Regulations
           Exhibit E      -    Parking Agreement

1.3  Additional Definitions.
         In addition to those terms defined in Section 1.1 and other sections of
         this Lease, the following defined terms when used in this Lease have
         the meanings indicated:

              (a)  "Additional Rent" means the Rent payable according to Section
     4.2.

              (b)  "Building" means the office and retail building commonly
     known as the Borden Building, located on the Land and in which the Premises
     are located.

              (c)  "Business Hours" means the hours from 8:00 a.m. to 6:00 p.m.
     on Monday through Friday and from 8:00 a.m. to 1:00 p.m. on Saturday,
     excluding statutory or legal holidays.

              (d)  "Common Areas" means certain interior and exterior common and
     public areas located on the Land and in the Building as may be designated
     by Landlord for the non-exclusive use in common by Tenant, Landlord and
     other tenants, and their employees, guests, customers, agents and invitees.
     If the Building is connected to other buildings by underground tunnels or
     elevated bridges over public streets, Common Areas will include such
     bridges and tunnels; provided, however, that Landlord and owners of such
     other buildings will have the right in their sole discretion to adopt rules
     and regulations relating to bridge and tunnel use.

              (e)  "Construction Administration Fee" means for all work
     performed in the Premises, whether performed by Landlord or Tenant, Tenant
     shall pay to Landlord the following fee:

                              General Contractor - If Landlord is the general
                              contractor for the project and is performing the
                              work and/or contracting with the subtrades on
                              Tenant's behalf the parties will negotiate a
                              market fee.

                              Project Administration - For all projects where
                              Landlord is not the General Contractor, a minimum
                              project administration fee of $2,500.00 will be
                              charged to cover Landlord's service of plan review
                              and design and construction coordination and, for
                              every hour subsequent to the first 25 hours, an
                              amount equal to the time spent by Landlord's
                              personnel at the Building standard hourly fee
                              which is currently $100.00 per hour

                                       3
<PAGE>

                              subject to reasonable change from time to time but
                              in no event shall the total of said fee per
                              project exceed the following percentages:


                                    Contract Value                   Fee
                                    $0 - $49,999                      7%
                                    $50,000 - $99,999                 6%
                                    $100,000 - $249,999               5%
                                    $250,000 - $999,999               4%
                                    $1,000,000 - $1,999,999           3%
                                    $2,000,000 and over               2%

              (f) "Expenses" means the aggregate of any and all costs (other
         than those expressly excluded below) incurred or accrued during each
         Fiscal Year according to generally accepted accounting principles for
         operating, managing, administering, equipping, securing, protecting,
         repairing, replacing, renewing, cleaning, maintaining, decorating,
         inspecting, and providing water, sewer and other energy and utilities
         to the parking facilities serving the Building, the Land, Building and
         Common Areas; administrative fees in an amount equal to three percent
         (3%) of the gross revenue of the Building (provided that if Landlord
         elects to use the services of a managing agent, Expenses will include,
         instead of administrative fees, management fees calculated in the same
         manner as administrative fees); fees and expenses (including reasonable
         attorney's fees) incurred in contesting the validity of any Laws that
         would cause an increase in Expenses; depreciation on personal property
         and moveable equipment which is or should be capitalized on Landlord's
         books; occupancy costs associated with the Building management office,
         consisting of Base Rent costs plus the proportionate share of Expenses
         and Taxes attributable to such office; Capital expenses made by reason
         of insurance requirements and costs (whether capital or not) that are
         incurred in order to conform to changes subsequent to the Date in any
         Laws, or that are made by reason of insurance requirements, or that are
         intended to reduce Expenses or the rate of increase in Expenses (such
         costs will not be included in Expenses for the Base Year and will
         otherwise be charged to Expenses in annual installments over the useful
         life of the items for which such costs are incurred [in the case of
         items required by changes in Laws or insurance requirements] or over
         the period Landlord reasonably estimates that it will take for the
         savings in Expenses achieved by such items to equal their cost [in the
         case of items intended to reduce Expenses or their rate of increase],
         and in either case together with interest, each Fiscal Year such costs
         are charged to Expenses, on the unamortized balance at an interest rate
         of 1% in excess of the average Prime Rate in effect during such Fiscal
         Year). Expenses will not include (1) mortgage principal or interest;
         (2) ground lease payments; (3) leasing commissions; (4) costs of
         advertising space for lease in the Building; (5) costs for which
         Landlord is reimbursed by insurance proceeds or from tenants of the
         Building (other than such tenants' regular contributions to Expenses);
         (6) any depreciation or capital expenditures (except as expressly
         provided above); (7) legal fees incurred for negotiating leases or
         collecting rents; (8) costs directly and solely related to the
         maintenance and operation of the entity that constitutes the Landlord,
         such as accounting fees incurred solely for the purpose of reporting
         Landlord's financial condition. For each Fiscal Year during the Term,
         the amount by which those Expenses that vary with occupancy (such as
         cleaning costs and utilities) would have increased had the Building
         been 100% occupied and operational and had all Building services been
         provided to all tenants will be reasonably determined and the amount of
         such increase will be included in Expenses for such Fiscal Year.

              (g) "Fiscal Year" means Landlord's fiscal year, which ends on
         December 31st of each calendar year and may be changed at Landlord's
         discretion.

              (h) "Force Majeure" means any acts of God, governmental
         restriction, strikes, labor disturbances, shortages of materials or
         supplies, or any other cause or event beyond the parties' reasonable
         control (but not because of insolvency, lack of funds or other
         financial cause), by which either party is hindered or prevented from
         performance of any act under this Lease, then performance of such act
         shall be excused for the period during which such performance is
         rendered impossible; and time for performance shall be extended
         accordingly. However, Force Majeure shall not relieve either party from
         any obligation under this Lease. No such delay shall constitute an
         actual or constructive eviction in whole or in part, or entitle Tenant
         to any

                                       4
<PAGE>

         abatement or diminution of rents or other charges due, or impose any
         liability upon Landlord or its agents because of inconvenience to
         Tenant or injury to or interruption of Tenant's business.

              (i) "Land" means the real property located at 180 East Broad
         Street, City of Columbus, County of Franklin, State of Ohio as more
         fully described on Schedule 1 attached and incorporated herein, less
         any portions that may be conveyed separately from the Building by
         Landlord from time to time, plus any additional real property located
         proximate to the Land that may be operated by Landlord from time to
         time in conjunction with the Land.

              (j) "Laws" means any and all present or future federal, state or
         local laws, statutes, ordinances, rules, regulations or orders of any
         and all governmental or quasi-governmental authorities having
         jurisdiction.

              (k) "Lease Year" means each successive period of 12 calendar
         months during the Term, ending on the same day and month (but not year,
         except in the case of the last Lease Year) as the day and month on
         which the Expiration Date will occur. If the Commencement Date is not
         the first day of a month, the first Lease Year will be greater than 12
         months by the number of days from the Commencement Date to the last day
         of the month in which the Commencement Date occurs.

              (l) "Prime Rate" means the rate of interest announced from time to
         time by Citibank, N.A., or any successor to it, as its prime rate. If
         Citibank, N.A. or any successor to it ceases to announce a prime rate,
         Landlord will designate a reasonably comparable financial institution
         for purposes of determining the Prime Rate.

              (m) "Rent" means the Base Rent, Additional Rent and all other
         amounts required to be paid by Tenant under this Lease.

              (n) "Taxes" means the amount incurred or accrued during each
         Fiscal Year according to generally accepted accounting principles for
         that portion of the following items that is allocable to the Land and
         Building: all ad valorem real and personal property taxes and
         assessments, special or otherwise, levied upon or with respect to the
         Land or Building, the personal property used in operating the Building,
         and the rents and additional charges payable by tenants of the
         Building, and imposed by any taxing authority having jurisdiction; all
         taxes, levies and charges which may be assessed, levied or imposed in
         replacement of, or in addition to, all or any part of ad valorem real
         or personal property taxes or assessments as revenue sources, and which
         in whole or in part are measured or calculated by or based upon the
         Land or Building, the leasehold estate of Landlord or the tenants of
         the Building, or the rents and other charges payable by such tenants;
         capital and place-of-business taxes, and other similar taxes assessed
         relating to the Building; and any reasonable expenses incurred by
         Landlord in attempting to reduce or avoid an increase in Taxes,
         including, without limitation, reasonable legal fees and costs. Taxes
         will not include any net income taxes of Landlord. Tenant acknowledges
         that Taxes may increase during the Term and that if the Building or
         Land, or both, are currently subject to a Taxes abatement program and
         such program ceases to benefit the Building or Land, or both, during
         the Term, Taxes will increase.


2.    GRANT OF LEASE.

2.1   Demise.
         Subject to the terms, covenants, conditions and provisions of this
         Lease, Landlord leases to Tenant and Tenant leases from Landlord the
         Premises, together with the non-exclusive right to use the Common
         Areas, for the Term.

2.2   Quiet Enjoyment.
         Landlord covenants that during the Term Tenant will have quiet and
         peaceable possession of the Premises, subject to the terms, covenants,
         conditions and provisions of this Lease, and Landlord will not disturb
         such possession except as expressly provided in this Lease.

2.3   Landlord And Tenant Covenants.

                                       5
<PAGE>

         Landlord covenants to observe and perform all of the terms, covenants
         and conditions applicable to Landlord in this Lease. Tenant covenants
         to pay the Rent when due, and to observe and perform all of the terms,
         covenants and conditions applicable to Tenant in this Lease.

3.     TERM.

3.1    Commencement Date.
         "Commencement Date" means the first day of the Term, which will be the
         earlier of (i) the first day on which Tenant occupies the Premises,
         pursuant to this Lease, for the regular conduct of its business; or
         (ii) the Scheduled Commencement Date (as the same may be extended
         according to Section 3.3 below).

3.2    Early Occupancy.
         Tenant has no right to enter the Premises until Landlord tenders
         possession. With Landlord's express written consent, Tenant may occupy
         the Premises for regular conduct of Tenant's business prior to the
         Scheduled Commencement Date. If Tenant takes possession of any part of
         the Premises for business purposes prior to the Scheduled Commencement
         Date with Landlord's prior written consent, all of the covenants and
         conditions of the Lease will bind both parties with respect to such
         portion of the Premises, and Tenant will pay Landlord Rent for the
         period of such occupancy according to Section 4 of the Lease at the
         rates applicable to the first Lease Year (excluding any periods of
         excused or free rent, if any), prorated for the time and portion of the
         Premises so occupied. No early occupancy under this Section 3.2 will
         change the Commencement Date or the Expiration Date.

3.3    Delayed Occupancy.
         If, due to the holdover of a prior occupant or other reason beyond
         Landlord's control, Landlord fails to tender possession of the Premises
         to Tenant on or before the Scheduled Commencement Date, Landlord will
         not be in default or liable in damages to Tenant, nor will the
         obligations of Tenant be affected, provided, however, that:

              (a) the Commencement Date will be extended automatically by one
              day for each day of the period after the Scheduled Commencement
              Date to the day on which Landlord tenders possession of the
              Premises to Tenant less any portion of that period attributable to
              Tenant's Delays as more particularly described in Exhibit B; and

              (b) if Landlord does not tender possession of the full Premises to
              Tenant on or before the date 6 months after the Scheduled
              Commencement Date (plus any period of delay caused by Force
              Majeure and/or Tenant's Delays as described in Exhibit B), Tenant
              will have the right to terminate the Lease by delivering written
              notice of the termination to Landlord not more than 30 days after
              such tender deadline date.

         Upon a termination under Section 3.3 (b) above, each party will, upon
         the other's request, execute and deliver an agreement in recordable
         form containing a release and surrender of all right, title and
         interest in and to the Lease; neither Landlord nor Tenant will have any
         further obligations to each other; and Landlord will refund to Tenant
         any sums paid to Landlord by Tenant in connection with the Lease. Such
         postponement of the commencement of the Term and such termination and
         refund right will be in full settlement of all claims that Tenant might
         otherwise have against Landlord by reason of Landlord's failure to
         tender the Premises by the Scheduled Commencement Date.

3.4    Surrender.
         Upon the expiration or other termination of the Term, Tenant will
         immediately vacate and surrender possession of the Premises in good
         order, repair and conditions, except for ordinary wear and tear. Upon
         the expiration or other termination of the Term, Tenant agrees to
         remove (a) all changes, additions and improvements to the Premises the
         removal of which Landlord requested or approved according to Section
         9.1 at the time Landlord consented to their installation, and (b) all
         of Tenant's trade fixtures, office furniture, office equipment and
         other personal property. Pursuant to Subsection 9.1, Tenant shall not
         be required to remove or pay for the removal of any fixtures that
         Landlord has not indicated at the time of installation must

                                       6
<PAGE>

         be removed. Tenant will pay Landlord on demand the cost of repairing
         any damage to the Premises or Building caused by the installation or
         removal of any such items. Any of Tenant's property remaining in the
         Premises will be conclusively deemed to have been abandoned by Tenant
         and may be appropriated, stored, sold, destroyed or otherwise disposed
         of by Landlord without notice or obligation to account to or compensate
         Tenant, and Tenant will pay Landlord on demand all costs incurred by
         Landlord relating to such abandoned property.

3.5    Holding Over.
         Tenant understands that it does not have the right to hold over at any
         time and Landlord may exercise any and all remedies at law or in equity
         to recover possession of the premises, as well as any damages incurred
         by Landlord, due to Tenant's failure to vacate the Premises and deliver
         possession to Landlord as required by this Lease. If Tenant holds over
         after the Expiration Date with Landlord's prior written consent, Tenant
         will be deemed to be a tenant from month to month, at a monthly Base
         Rent, payable in advance, equal to 100% of monthly Base Rent payable
         during the last year of the Term, and Tenant will be bound by all of
         the other terms, covenants and agreements of this Lease as the same may
         apply to a month-to-month tenancy. If Tenant holds over after the
         Expiration Date without Landlord's prior written consent, Tenant will
         be deemed a tenant at sufferance, at a daily Base Rent, payable in
         advance, equal to 200% of the Base Rent per day payable during the last
         year of the Term, and Tenant will be bound by all of the other terms,
         covenants and agreements of this Lease as the same may apply to a
         tenancy at sufferance.


4.     RENT.

4.1    Base Rent.
         Commencing on the Commencement Date and then throughout the Term,
         Tenant agrees to pay Landlord Base Rent according to the following
         provisions. Base Rent during each Lease Year (or portion of a Lease
         Year) described in Section 1.3(k) will be payable in monthly
         installments in the amount specified for such Lease Year (or portion)
         in Section 1.1(h), in advance, on or before the first day of each and
         every month during the Term. However, if the Term commences on other
         than the first day of a month or ends on other than the last day of a
         month, Base Rent for such month will be appropriately prorated.

4.2    Additional Rent.
         Tenant agrees to pay Landlord, as Additional Rent, in the manner
         provided below for each Fiscal Year subsequent to the Base Year that
         contains any part of the Term, Tenant's Share of (i) the amount by
         which Expenses for such Fiscal Year exceed Expenses for the Base Year
         ("Additional Expenses"); and (ii) the amount by which Taxes for such
         Fiscal Year exceed Taxes for the Base Year ("Additional Taxes").

              (a) Estimated Payments. Prior to or as soon as practicable after
         the beginning of each Fiscal Year subsequent to the Base Year, Landlord
         will notify Tenant of Landlord's estimate of Tenant's Share of
         Additional Expenses and Additional Taxes for the ensuing Fiscal Year.
         On or before the first day of each month during the ensuing Fiscal
         Year, Tenant will pay to Landlord, in advance, 1/12 of such estimated
         amounts, provided that until such notice is given with respect to the
         ensuing Fiscal Year, Tenant will continue to pay on the basis of the
         prior Fiscal Year's estimate until the month after the month in which
         such notice is given. In the month Tenant first pays based on
         Landlord's new estimate, Tenant will pay to Landlord 1/12 of the
         difference between the new estimate and the prior year's estimate for
         each month which has elapsed since the beginning of the current Fiscal
         Year. If at any time or times it appears to Landlord that Tenant's
         Share of Additional Expenses or Tenant's Share of Additional Taxes for
         the then-current Fiscal Year will vary from Landlord's estimate by more
         than 5%, Landlord may, by notice to Tenant, revise its estimate for
         such year and subsequent payments by Tenant for such year will be based
         upon the revised estimate.

              (b) Annual Settlement. As soon as practicable after the close of
         each Fiscal Year subsequent to the Base Year, Landlord will deliver to
         Tenant its statement of Tenant's Share of Additional Expenses and
         Additional Taxes for such Fiscal Year. If on the basis of such
         statement Tenant owes an amount that is less than the estimated
         payments previously made by Tenant for such Fiscal Year, Landlord will
         either refund such excess amount to Tenant or credit such excess amount
         against the next payment(s), if any, due from

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<PAGE>

         Tenant to Landlord. If on the basis of such statement Tenant owes an
         amount that is more than the estimated payments previously made by
         Tenant for such Fiscal Year, Tenant will pay the deficiency to Landlord
         within 30 days after the delivery of such statement. If this Lease
         commences on a day other than the first day of a Fiscal Year or
         terminates on a day other than the last day of a Fiscal Year, Tenant's
         Share of Additional Expenses and Additional Taxes applicable to the
         Fiscal Year in which such commencement or termination occurs will be
         prorated on the basis of the number of days within such Fiscal Year
         that are within the Term.

              (c) Final Payment. Tenant's obligation to pay the Additional Rent
         and Landlord's obligation to refund or credit any overpayment of
         Additional Rent provided for in this Section 4.2 which is accrued but
         not paid for periods prior to the expiration or early termination of
         the Term will survive such expiration or early termination. Prior to or
         as soon as practicable after the expiration or early termination of the
         Term, Landlord may submit an invoice to Tenant stating Landlord's
         estimate of the amount by which Tenant's Share of Additional Expenses
         and Additional Taxes through the date of such expiration or early
         termination will exceed Tenant's estimated payments of Additional Rent
         for the Fiscal Year in which such expiration or termination has
         occurred or will occur. Tenant will pay the amount of any such excess
         to Landlord within 30 days after the date of Landlord's invoice.

4.3    Other Taxes.
         Tenant will reimburse Landlord upon demand for any and all taxes
         payable by Landlord (other than net income taxes and taxes included in
         Taxes) whether or not now customary or within the contemplation of
         Landlord and Tenant: (a) upon, measured by or reasonably attributable
         to the cost or value of Tenant's equipment, furniture, fixtures and
         other personal property located in the Premises: (b) upon or measured
         by Rent; (c) upon or with respect to the possession, leasing,
         operation, management, maintenance, alteration, repair, use or
         occupancy by Tenant of the Premises or any portion of the Premises; and
         (d) upon this transaction or any document to which Tenant is a party
         creating or transferring an interest or an estate in the Premises. If
         it is not lawful for Tenant to reimburse Landlord, the Base Rent
         payable to Landlord under this Lease will be revised to yield to
         Landlord the same net rental after the imposition of any such tax upon
         Landlord as would have been payable to Landlord prior to the imposition
         of any such tax.

4.4    Terms Of Payment.
         All Base Rent, Additional Rent and other Rent will be paid to Landlord
         in lawful money of the United States of America, at Landlord's Building
         Address or to such other person or at such other place as Landlord may
         from time to time designate in writing, without notice or demand and
         without right of deduction, abatement or setoff, except as otherwise
         expressly provided in this Lease.

4.5    Interest on Late Payments.
         All amounts payable under this Lease by Tenant to Landlord, if not paid
         within 5 days of the date when due, will bear interest from the due
         date until paid at the lesser of the highest interest rate permitted by
         law or 5% in excess of the then-current Prime Rate.

4.6    Right To Accept Payments.
         No receipt by Landlord of an amount less than Tenant's full amount due
         will be deemed to be other than payment "on account", nor will any
         endorsement or statement on any check or any accompanying letter effect
         or evidence an accord and satisfaction. Landlord may accept such check
         or payment without prejudice to Landlord's right to recover the balance
         or pursue any right of Landlord. No payments by Tenant to Landlord
         after the expiration or other termination of the Term, or after the
         giving of any notice (other than a demand for payment of money) by
         Landlord to Tenant, will reinstate, continue or extend the Term or make
         ineffective any notice given to Tenant prior to such payment. After
         notice or commencement of a suit, or after final judgment granting
         Landlord possession of the Premises, Landlord may receive and collect
         any sums of Rent due under this Lease, and such receipt will not void
         any notice or in any manner affect any pending suit or any judgment
         obtained.

4.7    Tenant's Right to Audit.
         Landlord shall maintain complete and accurate books and records
         detailing all Expenses and Taxes for not less than the preceding one
         (1) year. Landlord may keep the books and records at the Building or at
         Landlord's regional office. Upon thirty (30) days written notice Tenant
         and/or its representatives (which

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<PAGE>

         shall be members of one of the "Big Five" accounting firms and shall
         not be compensated on a contingency fee basis for this audit) shall
         have the right, at Tenant's expense, to examine (but not to copy), and
         audit during normal business hours, Landlord's books and records
         pertaining to the Expenses and Taxes for the preceding year to enable
         Tenant to verify the accuracy thereof. Landlord shall reasonably
         cooperate with Tenant in any such examination. Any information reviewed
         by Tenant and/or its representatives shall be kept confidential and may
         only be disclosed as set forth in Section 26.10. If it is determined
         that the Expenses and Taxes reported by Landlord are in excess of one
         hundred five (105%) percent of the actual amount of Expenses and Taxes,
         then if (i) Landlord fails to dispute such finding, or (ii) Landlord
         agrees with such finding, or (iii) following a dispute of Tenant's
         audit by Landlord the reconciled audits still evidence that Tenant was
         overcharged by more than 5% as set forth above, then Tenant's
         reasonable actual costs of said audit shall be payable by Landlord on
         demand. Any overpayment by Tenant shall be credited to Tenant and any
         undercharge shall be paid by Tenant as soon as reasonably possible.
         Failure by Tenant to contest or dispute the allocation of Additional
         Rent within twelve (12) months of the date any statement for Additional
         Rent is submitted to Tenant (a) is deemed a waiver of the applicable
         audit or dispute right and any right to contest the Additional Rent
         charges (undercharges or overcharges) for the applicable Lease year;
         (b) is deemed acceptance of the Additional Rent charges as submitted to
         and reviewed by Tenant; and (c) CONSTITUTES FULL RELEASE OF LANDLORD BY
         TENANT FOR ANY OVERCHARGES of Additional Rent more than one year old.
         Such audit review by Tenant shall not postpone or alter the liability
         and obligation of Tenant to pay any amounts due under the Terms of the
         Lease, nor shall Tenant be entitled to conduct such an audit if Tenant
         is otherwise in default under this Lease. No subtenant shall have any
         right to conduct an audit and no assignee shall conduct an audit for
         any period during which such assignee was not occupying the Premises.

5.     CONDITION OF PREMISES.

         Subject to any provision of this Lease concerning the making of
         Leasehold Improvements by Landlord in the Premises (if any), by taking
         possession of the Premises hereunder, Tenant accepts the Premises as
         being in good order, condition and repair, and otherwise as is, where
         is and with all faults. Except as may be expressly set forth in this
         Lease, including Exhibit B, Tenant acknowledges that neither Landlord,
         nor any employee, agent or contractor of Landlord has made any
         representation or warranty concerning the Land, Building, Common Areas
         or Premises, or the suitability of either for the conduct of Tenant's
         business. The Premises do not include any areas above the finished
         ceiling or below the finished floor covering installed in the Premises
         or any other areas not shown on Exhibit A as being part of the
         Premises. Landlord reserves, for Landlord's exclusive use, any of the
         following (other than those installed for Tenant's exclusive use) that
         may be located in the Premises: janitor closets, stairways and
         stairwells; fan, mechanical, electrical, telephone and similar rooms;
         and elevator, pipe and other vertical shafts, flues and ducts.
         Notwithstanding what is set forth herein, Tenant may have the
         non-exclusive right to use the areas above the finished ceiling and
         below the finished floor for the running of cabling, may have
         non-exclusive use of the stairways and stairwells for emergency exits
         and may have non-exclusive use of the telephone rooms for connection to
         services provided Tenant clearly identifies any of its equipment
         located in any such telephone rooms.

6.     USE AND OCCUPANCY.

6.1    Use.

              (a) Tenant agrees to use and occupy the Premises only for the Use
         described in Section 1.1(e), or for such other purpose as Landlord
         expressly authorizes in writing.

              (b) The use of the Premises permitted under Section 6.1(a) shall
         not include, and Tenant shall not use, or permit the use of, the
         Premises or any part thereof for: (i) the offices or business of a
         governmental or quasi-governmental bureau, department or agency,
         foreign or domestic, including an autonomous governmental corporation
         or diplomatic or trade mission: or (ii) conduct or maintenance of any
         gambling or gaming activities or any political activities of any club
         activities, or a school or employment or placement agency.

6.2    Compliance.

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<PAGE>

              (a) Tenant agrees to use the Premises in a safe, careful and
         proper manner, and to comply with all Laws applicable to Tenant's use
         and occupancy of the Premises. If, (i) due to the nature or manner of
         any use or occupancy of the Premises by Tenant, other than as permitted
         in Subsection 1.1(e) or (ii) to a condition created by Tenant, or a
         breach of Tenant's obligations hereunder or the negligence of Tenant or
         its invitees, or (iii) the requirement of installation or modification
         of any gas, smoke or fire detector or alarm or any sprinkler or other
         system to prevent or extinguish fire or combustion or to promote fire
         safety, any improvements or alterations to the Premises or Building or
         changes in the services provided by Landlord according to Section 7 are
         required to comply with any Laws, or with requirements of Landlord's
         insurers, then Tenant will pay all costs of the required improvements,
         alterations or changes in services.

              (b) Landlord and Tenant agree that, during the Term, each will
         comply with all Laws governing, and all procedures established by
         Landlord for, the use, abatement, removal, storage, disposal or
         transport of any substances, chemicals or materials declared to be, or
         regulated as, hazardous or toxic under any applicable Laws ("Hazardous
         Substances") and any required or permitted alteration, repair,
         maintenance, restoration, removal or other work in or about the
         Premises, Building or Land that involves or affects any Hazardous
         Substances. Each party will indemnify and hold the other and the
         other's "Affiliates" (as defined in Section 13.1) harmless from and
         against any and all claims, costs and liabilities (including reasonable
         attorneys' fees) arising out of or in connection with any breach by
         such party of its covenants under this Section 6.2(b). The parties'
         obligations under this Section 6.2(b) will survive the expiration or
         early termination of the Term. Anything in this Lease to the contrary
         notwithstanding, in the event that any Hazardous Substance is
         discovered by Tenant within the Premises after the date of this Lease,
         Tenant shall promptly notify Landlord, and shall consult with Landlord
         concerning appropriate procedures to be followed. If the hazardous
         material was not introduced into the Premises by Tenant or its
         employees, agents or contractors, and if the hazardous material was
         introduced into the Premises by Landlord or anyone for whom Landlord is
         legally responsible, then Landlord shall, to the extent required by
         law, perform any necessary remedial work. If the hazardous material was
         introduced into the Premises by Tenant or its employees, agents or
         contractors, then Tenant shall to the extent required by law, at
         Tenant's sole cost and expense, perform any necessary remedial work. If
         the hazardous material was not introduced into the Premises by Tenant
         or its employees, agents or contractors, and if the hazardous material
         was introduced into the Premises by Landlord or anyone for whom
         Landlord is legally responsible, then during the period of the
         performance of such remedial work if Tenant is not, on a reasonable
         economic basis, able to, and does not, conduct its business at the
         Premises, then Tenant shall be allowed an abatement of all rent for the
         period commencing on the date that Tenant is not so able to, and does
         not so, conduct its business until Tenant's resumption of its business
         at the Premises.

              (c) The parties hereby agree that throughout the Term of this
         Lease, the Landlord shall be responsible for compliance with the
         Americans With Disabilities Act of 1990 and all regulations issued by
         the U.S. Attorney General or other authorized agencies under the
         authority of such Act ("ADA") in the Common Areas of the Building
         (including but not limited to elevators) except to the extent that any
         compliance is required due to the nature or manner of any use or
         occupancy of the Premises by Tenant other than general office use, or
         due to a condition created by Tenant, or a breach of Tenant's
         obligations hereunder of the negligence of Tenant or its invitees, and
         that Tenant shall be responsible for compliance with the ADA in the
         Premises. Tenant agrees that in the event it provides any plans or
         specifications for improvements, alterations or additions to the
         Premises pursuant to the terms and conditions of this Lease, Tenant
         shall be obligated to cause such plans to conform to all then
         applicable requirements of the ADA and shall otherwise cause them to be
         in accordance with the agreements contained in this Section 6.2(c) and
         Tenant shall notify Landlord of any particular requirements that Tenant
         may have to enable Landlord to meet its obligations under this Section
         6.2(c). Landlord and Tenant covenant and agree to reimburse and
         indemnify each other for any expenses incurred by the indemnified party
         due to the indemnified party's failure to conform to the requirements
         of the ADA as agreed to in this Section 6.2(c), including, but not
         limited to, the cost of making any alterations, renovations or
         accommodations required by the ADA, or any governmental enforcement
         agency, or any court, any and all fines, civil penalties and damages
         awarded resulting from a violation of the ADA and all reasonable legal
         expenses incurred in defending such claims made under the ADA or in
         enforcing this indemnification, including, but not limited to,
         reasonable attorney's fees. Such indemnification shall survive the
         expiration or termination of this Lease.

                                       10
<PAGE>

6.3    Occupancy.
         Tenant will not do or permit anything which obstructs or interferes
         with other tenants' rights or with Landlord's providing Building
         services, or which injures or annoys other tenants. Tenant will not
         cause, maintain or permit any nuisance in or about the Premises and
         will keep the Premises free of debris, and anything of a dangerous,
         noxious, toxic or offensive nature or which could create a fire hazard
         or undue vibration, heat or noise. If any item of equipment, building
         material or other property brought into the Building by Tenant or on
         Tenant's request causes a dangerous, noxious, toxic or offensive effect
         including an environmental effect) and in Landlord's reasonable opinion
         such effect will not be permanent but will only be temporary and is
         able to be eliminated, then Tenant will not be required to remove such
         item, provided that Tenant promptly and diligently causes such effect
         to be eliminated, pays for all costs of elimination and indemnifies
         Landlord against all liabilities arising from such effect. Tenant will
         not make or permit any use of the Premises which may jeopardize any
         insurance coverage, increase the cost of insurance or require
         additional insurance coverage. If by reason of Tenant's failure to
         comply with the provisions of this Section 6.3(a) any insurance
         coverage is jeopardized, then Landlord will have the option to
         terminate this Lease or (b) insurance premiums are increased, then
         Landlord may require Tenant to immediately pay Landlord as Rent the
         amount of the increase in insurance premiums.

7.     SERVICES AND UTILITIES.

7.1    Landlord's Standard Services.
         During the Term, Landlord will operate and maintain the Building in
         compliance with all applicable Laws which are not the obligation of
         Tenant and according to those standards from time to time prevailing
         for first-class office buildings in the area in which the Building is
         located. Landlord will provide the following services according to such
         standards, the costs of which will be included in Expenses to the
         extent provided in Section 1.3(f):

              (a) repair, maintenance and replacement of all the exterior and
         structural elements of the Building including the exterior windows and
         the Common Areas and all general mechanical, plumbing and electrical
         systems installed in the Building, but excluding those portions of any
         mechanical, plumbing or electrical systems that exclusively serve the
         Premises such as (by means of illustration only) supplemental heating,
         ventilation and air-conditioning ("HVAC") systems, kitchen plumbing and
         equipment, wall plugs and switches ("Exclusive Systems").

              (b) heating and air-conditioning the Premises and Common Areas
         during Business Hours, at temperatures and in amounts as may be
         reasonably required for comfortable use and occupancy under normal
         business operations with "Customary Office Equipment" subject to
         compliance with all applicable voluntary and mandatory regulations and
         laws (as used in this Lease, "Customary Office Equipment" will include
         typewriters, calculators, dictation recorders, desk top personal
         computers, small reproduction machines and similar devices and
         equipment; but will not include any machines, devices or equipment that
         adversely affect the temperature otherwise maintained in the Premises
         such as, e.g., data processing or heavy-duty computer or reproduction
         equipment). If Tenant requires heating or air-conditioning for the
         Premises outside Business Hours, Landlord will furnish the same for the
         hours specified in a request from Tenant (which request will be made at
         the time and in the manner reasonably designated by Landlord for such
         requests from time to time), and for this service Tenant will pay
         Landlord, within 10 days after the date of Landlord's invoice, the
         hourly rate reasonably determined by Landlord from time to time;

              (c) hot and cold water for small kitchens, hot and cold water for
         washrooms and water for drinking fountains (excluding water for air
         conditioning units for exclusive use by Tenant);

              (d) janitorial services to the Premises and Building Common Areas,
         exclusive of Holidays, substantially according to the standards
         described on Exhibit E;

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<PAGE>

              (e)  passenger elevators for access to and from the floor(s) on
         which the Premises are located;

              (f)  toilet facilities, including necessary washroom supplies
         sufficient for Tenant's normal use;

              (g)  electric lighting for all Common Areas that require electric
         light during the day or are open at night, including replacement of
         tubes and ballasts in lighting fixtures; and

              (h)  replacement of tubes and ballasts in those Building standard
         lighting fixtures installed in the Premises.

7.2    Separate Utility Services.
         In addition to the standard services provided according to Section 7.1,
         Landlord will furnish the following "Separate Utilities" to the extent
         they are currently available within the Premises using existing
         Building equipment: electricity for Tenant's use in the Premises so
         long as such use shall not exceed a connected load of four (4) watts
         per rentable square feet in the Premises inclusive of Building standard
         lighting and HVAC: and any air conditioning or ventilating equipment
         serving the Premises; water for air conditioning; and gas. Tenant will
         pay separately for the costs of all Separate Utilities consumed within
         the Premises (and such costs will not be included in Expenses). Except
         when Tenant pays the utility company directly, Tenant will pay Landlord
         for the costs of Separate Utilities consumed within the Premises.
         Landlord will invoice Tenant from time to time for such costs, which
         will be deemed Rent under this Lease, and Tenant will pay the same
         within 30 days after the date of Landlord's invoice. For the costs of
         all Separate Utilities so payable by Tenant to Landlord, Landlord will
         charge Tenant (a) by metering at applicable rates, where meters exist
         or are installed at Landlord's discretion, including all service and
         meter-reading charges; and/or (b) by use and engineering surveys
         identifying all costs relating to consumption of Separate Utilities
         (including, without limitation, survey costs, labor, utility rates and
         Landlord's administrative fee to the extent allowed by applicable
         Laws). For purposes of this Section 7.2, from time to time during the
         Term Landlord may enter the Premises to install, maintain, replace or
         read meters for Separate Utilities and/or to evaluate Tenant's
         consumption of and demand for Separate Utilities.

7.3    Additional Services.

              (a) If Tenant requires electric current, water or any other energy
         in excess of the amounts provided by Landlord according to Sections 7.1
         and 7.2, such excess electric, water or other energy requirements will
         be supplied only with Landlord's consent, which consent will not be
         unreasonably withheld, delayed or conditioned. If Landlord grants such
         consent, Tenant will pay all costs of meter service and installation of
         facilities or professional services necessary to measure and/or furnish
         the required excess capacity. Tenant will also pay the entire cost at
         the prevailing rate of such additional electricity, water or other
         energy so required.

              (b) If Tenant installs any machines, equipment or devices in the
         Premises that do not constitute Customary Office Equipment and such
         machines, equipment or devices cause the temperature in any part of the
         Premises to exceed the temperature the Building's mechanical system
         would be able to maintain in the Premises were it not for such
         machines, equipment or devices, then Landlord reserves the right to
         require Tenant to install supplementary Landlord approved air
         conditioning units in the Premises, and Tenant will pay all costs of
         installing, operating and maintaining such supplementary units.

              (c) If Tenant requires any janitorial or cleaning services in
         excess of the amounts provided by Landlord according to section 7.1
         (such as cleaning services beyond normal office janitorial services for
         areas such as kitchens, computer rooms medical or dental examination
         rooms or other special use areas), Landlord will provide such excess
         services to Tenant within a reasonable period after Tenant's request
         made to Landlord's Building manager ("Property Manager"), provided that
         such excess services are available from Landlord's regular janitorial
         or cleaning contractor. Tenant will pay the cost of such excess
         services at prevailing rates. Landlord will also provide, within a
         reasonable period after Tenant's request made to the Property Manager,
         at Tenant's cost and to the extent available to Landlord, replacement
         of bulbs, tubes or ballasts in any non-Building standard lighting
         fixtures in the Premises.

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<PAGE>

              (d) Tenant will pay as Rent, within 30 days after the date of
         Landlord's invoice, all costs which may become payable by Tenant to
         Landlord under this Section 7.3.

7.4    Interruption Of Services.
         If any of the services provided for in this Section 7 are interrupted
         or stopped, Landlord will use due diligence to resume the service;
         provided, however, no irregularity or stoppage of any of these services
         will create any liability for Landlord (including, without limitation,
         any liability for damages to Tenant's personal property caused by any
         such irregularity or stoppage), constitute an actual or constructive
         eviction or, except as expressly provided below, cause any abatement of
         the Rent payable under this Lease or in any manner or for any purpose
         relieve Tenant from any of its obligations under this Lease. If, due to
         reasons within Landlord's reasonable control, any of the services
         required to be provided by Landlord under this Section 7 should become
         unavailable and should remain unavailable for a period in excess of 60
         hours after notice of such unavailability from Tenant to Landlord, and
         if such unavailability should render all or any portion of the Premises
         where Tenant is actually unable to use any or all of the Premises for
         the normal conduct of its business ("Untenantable"), then commencing
         upon the expiration of such 60-hour period, Tenant's Rent will
         equitably abate in proportion to the portion of the Premises so
         rendered Untenantable for so long as such services remain unavailable
         for such reasons. Without limiting those reasons for an irregularity or
         stoppage of services that may be beyond Landlord's control, any such
         irregularity or stoppage that is required in order to comply with any
         Laws will be deemed caused by a reason beyond Landlord's control.


8.     REPAIRS.

8.1    Repairs Within The Premises.
         Subject to the terms of Sections 6, 7.1(a), 12 and 14, and except to
         the extent Landlord is required or elects to perform or pay for certain
         maintenance or repairs according to those sections, Tenant will, at
         Tenant's own expense: (a) at all times during the Term, maintain the
         Premises, all fixtures and equipment in the Premises and those portions
         of any plumbing or electrical systems that exclusively serve the
         Premises in good order and repair and in a condition that complies with
         all applicable Laws; and (b) promptly and adequately repair all damage
         to the Premises and replace or repair all of such fixtures, equipment
         and portions of the plumbing or electrical systems that are damaged or
         broken, all under the supervision and subject to the prior reasonable
         approval of Landlord. All work done by Tenant or its contractors (which
         contractors will be subject to Landlord's reasonable approval) will be
         done in a first-class workmanlike manner using only grades of materials
         at least equal in quality to Building standard materials and will
         comply with all insurance requirements and all applicable Laws.

8.2    Failure To Maintain Premises.
         If Tenant fails to perform any of its obligations under Section 8.1,
         then Landlord may perform such obligations and Tenant will pay as Rent
         to Landlord the cost of such performance, including an amount
         sufficient to reimburse Landlord for overhead and supervision, within
         30 days after the date of Landlord's invoice. For purpose of performing
         such obligations, or to inspect the Premises, Landlord may enter the
         Premises upon not less than 10 days' prior notice to Tenant (except in
         cases of actual or suspected emergency, in which case no prior notice
         will be required) without liability to Tenant for any loss or damage
         incurred as a result of such entry, provided that Landlord will take
         reasonable steps in connection with such entry to minimize any
         disruption to Tenant's business or its use of the Premises.

8.3    Notice Of Damage.
         Tenant will notify Landlord promptly after Tenant learns of (a) any
         fire or other casualty in the Premises; (b) any damage to or defect in
         the Premises, including the fixtures and equipment in the Premises, for
         the repair of which Landlord might be responsible; and (c) any damage
         to or defect in any parts of appurtenances of the Building's sanitary,
         electrical heating, air conditioning, elevator or other systems located
         in or passing through the Premises.

9.     ALTERATIONS.

9.1    Alterations By Tenant.

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<PAGE>

         Tenant may from time to time at its own expense make changes, additions
         and improvements to the Premises (individually or collectively referred
         to as "Alterations") to better adapt the same to its business, provided
         that any such Alterations (a) will comply with all applicable Laws; (b)
         will be made only with the prior written consent of Landlord, which
         consent will not be unreasonably withheld, delayed or conditioned; (c)
         will equal or exceed Building standard; (d) will be carried out only by
         persons selected by Tenant and reasonably approved in writing by
         Landlord, who will if required by Landlord deliver to Landlord before
         commencement of the work performance and payment bonds; (e) do not
         exceed or adversely affect the capacity, maintenance, operating cost or
         integrity of the Building's structure or any of its heating,
         ventilating, air conditioning, plumbing, mechanical, electrical,
         communications or other systems; (f) is approved by the holder of any
         Encumbrance; (g) does not violate any agreement which affects the
         Building or binds Landlord; and (h) does not alter the exterior of the
         Building in any way. Tenant will maintain, or will cause the persons
         performing any such work to maintain, worker's compensation insurance
         and public liability and property damage insurance (with Landlord named
         as an additional insured), in amounts, with companies and in a form
         reasonably satisfactory to Landlord, which insurance will remain in
         effect during the entire period in which the work will be carried out.
         If requested by Landlord, Tenant will deliver to Landlord proof of all
         such insurance. Tenant will promptly pay, when due, the cost of all
         such work and, upon completion, Tenant will deliver to Landlord, to the
         extent not previously received by Landlord, evidence of payment,
         contractors' affidavits and full and final waivers of all liens for
         labor, services or materials. Tenant shall pay the Construction
         Administration Fee on all Alterations. Tenant will also pay any
         increase in property taxes on, or fire or casualty insurance premiums
         for, the Building attributable to such Alterations and the cost of any
         modifications to the Building outside the Premises that are required to
         be made in order to make the Alterations to the Premises. Tenant, at
         its expense, will have promptly prepared and submitted to Landlord
         reproducible as-built CAD plans of any such Alterations upon their
         completion. All Alterations to the Premises, whether temporary or
         permanent in character, made or paid for by Landlord or Tenant will,
         without compensation to Tenant, become Landlord's property upon
         installation. If at the time Landlord consents to their installation,
         Landlord requests or approves the removal by Tenant of any such
         Alterations upon termination of this Lease, Tenant will remove the same
         upon termination of this Lease as provided in Section 3.4. All other
         Alterations will remain Landlord's property upon termination of this
         Lease and will be relinquished to Landlord in good condition, ordinary
         wear and tear excepted.

9.2    Alterations By Landlord.
         Landlord may from time to time make repairs, changes, additions and
         improvements to the Building, Common Areas and those Building systems
         necessary to provide the services described in Section 7, and for such
         purposes Landlord may enter the Premises upon not less than 10 days'
         prior notice to Tenant (except in cases of actual or suspected
         emergency, in which case no prior notice will be required) without
         liability to Tenant for any loss or damage incurred as a result of such
         entry, provided that in doing so Landlord will not disturb or interfere
         with Tenant's use of the Premises and operation of its business any
         more than is reasonably necessary in the circumstances and will repair
         any damage to the Premises caused by such entry. No permanent change,
         addition or improvement made by Landlord will materially impair access
         to the Premises.


10.    LIENS.

         Tenant agrees to pay before delinquency all costs for work, services or
         materials furnished to Tenant for the Premises, the nonpayment of which
         could result in any lien against the Land or Building. Tenant will keep
         title to the Land and Building free and clear of any such lien. Tenant
         will immediately notify Landlord of the filing of any such lien or any
         pending claims or proceedings relating to any such lien and will
         indemnify and hold Landlord harmless from and against all loss, damages
         and expenses (including reasonable attorneys' fees) suffered or
         incurred by Landlord as a result of such lien, claims and proceedings.
         In case any such lien attaches, Tenant agrees to cause it to be
         released and removed of record as soon as possible, but no later than
         thirty (30) days (failing which Landlord may do so at Tenant's sole
         expense), unless Tenant has a good faith dispute as to such lien in
         which case Tenant may contest such lien by appropriate proceedings so
         long as Tenant deposits with Landlord a bond or other security in an
         amount reasonably acceptable to Landlord which may be used by Landlord
         to release such lien. Upon final determination of any permitted
         contest, Tenant will immediately pay any judgment rendered and cause
         the lien to be released.

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11.    INSURANCE.

11.1   Landlord's Insurance.
         During the Term, Landlord will provide and keep in force the following
insurance:

              (a) commercial general liability insurance relating to Landlord's
         operation of the Building, for personal and bodily injury and death,
         and damage to others' property; and

              (b) all risk or fire insurance (including standard extended
         coverage endorsement perils, leakage from fire protective devices and
         other water damage) relating to the Land and Building (but excluding
         Tenant's fixtures, furnishings, equipment, personal property,
         documents, files, inventory, stock-in-trade and work products and all
         leasehold improvements in the Premises); and

              (c) loss of rental income insurance or loss of insurable gross
         profits commonly insured against by prudent landlords; and

              (d) such other insurance (including boiler and machinery
         insurance) as Landlord reasonably elects to obtain or any Building
         mortgagee requires.

         Insurance effected by Landlord under this Section 11.1 will be in
         amounts which Landlord from time to time commercially reasonably
         determines sufficient or any Building mortgagee requires; will be
         subject to such deductibles and exclusions as Landlord reasonably
         determines; will, in the case of insurance under Sections 11.1 (b), (c)
         and (d), permit the release of Tenant from certain liability under
         Section 13.1 (as long as such permission can be obtained without
         material additional cost and without rendering void the protection
         afforded by the policy); and will otherwise be on such terms and
         conditions as Landlord from time to time reasonably determines
         sufficient. Tenant acknowledges that Landlord's loss of rental income
         insurance policy provides that payments by the insurer may be limited
         to a period of one year following the date of any damage or destruction
         and that no insurance proceeds will be payable in the case of damage or
         destruction caused by an occurrence not included in the policies
         described in Sections 11.1(b), (c) and (d).

11.2   Tenant's Insurance.
         During the term, Tenant will provide and keep in force the following
insurance:

              (a) commercial general liability insurance relating to Tenant's
         business (carried on, in or from the Premises) and Tenant's use and
         occupancy, for personal and bodily injury and death, and damage to
         others' property, with limits of not less than the Liability Insurance
         Amount for any one accident or occurrence; and

              (b) all risk or fire insurance (including standard extended
         endorsement perils, leakage from fire protective devices and other
         water damage) relating to Tenant's fixtures, furnishings, equipment,
         documents, files, work products, inventory, stock-in-trade and all
         leasehold improvements in the Premises on a full replacement cost basis
         in amounts sufficient to prevent Tenant from becoming a co-insurer and
         subject only to commercially reasonable deductibles and exclusions as
         Landlord may reasonably approve; and

              (c) if any boiler or machinery is operated in the Premises,
         boiler and machinery insurance;and

              (d) business interruption insurance with a minimum limit equal to
         Tenant's annual rental expense;

              (e) workers' compensation insurance with limits as statutory
         defined in the State of Ohio;

              (f) employers liability insurance with limits not less than
         $1,000,000; and

              (g) commercial automobile liability insurance with a combined
         single limit of not less than $1,000,000 for each accident and/or each
         person, covering all owned, hired, and non-owned vehicles.

                                       15
<PAGE>

         Landlord and the holder of any Encumbrance will be named as an
         additional insureds in the policy described in Section 11.2(a), which
         will include cross liability and severability of interests clauses and
         will be on an "occurrence" (and not a "claims made") form. Landlord and
         the holder of any Encumbrance will be named as a loss payee, as its
         interest may appear, in the policies described in Sections 11.2(b) and
         (c), and such policies will permit the release of Landlord and the
         holder of any Encumbrance from certain liability under Section 13.2.
         Tenant's insurance policies will otherwise be upon such terms and
         conditions as Landlord from time to time reasonably requires. Tenant
         will file with Landlord, on or before the Commencement Date and at
         least 10 days before the expiration date of expiring policies, such
         copies of either, an insurance binder (countersigned by the insurer),
         Evidence of Insurance (in form Accord 27) or a binding certificate, or
         other proofs, as may be reasonably required to establish Tenant's
         insurance coverage in effect from time to time and payment of premiums.
         If Tenant fails to insure or pay premiums, or to file satisfactory
         proof as required, Landlord may, upon a minimum of 24-hours' notice,
         effect such insurance and recover from Tenant on demand any premiums
         paid.


12.    DAMAGE OR DESTRUCTION.

12.1   Termination Options.
         If the Premises or the Building are damaged by fire or other casualty
         Landlord will, promptly after learning of such damage, notify Tenant in
         writing of the time necessary to repair or restore such damage, as
         estimated by Landlord's architect, engineer or contractor. If such
         estimate states that repair or restoration of all of such damage that
         was caused to the Premises or to any other portion of the Building
         necessary for Tenant's occupancy cannot be completed within 180 days
         from the date of such damage (or within 30 days from the date of such
         damage if such damage occurred within the last 12 months of the Term),
         then Tenant will have the option to terminate this Lease. If such
         estimate states that repair or restoration of all such damage that was
         caused to the Building cannot be completed within 180 days from the
         date of such damage, or if such damage occurred within the last 12
         months of the Term and such estimate states that repair or restoration
         of all such damage that was caused to the Premises or to any other
         portion of the Building necessary for Tenant's occupancy cannot be
         completed within 30 days from the date of such damage, or if such
         damage is not insured against by the insurance policies required to be
         maintained by Landlord according to Section 11.1, then Landlord will
         have the option to terminate this Lease. Any option to terminate
         granted above must be exercised by written notice to the other party
         given within 10 days after Landlord delivers to Tenant the notice of
         estimated repair time. If either party exercises its option to
         terminate this Lease, the Term will expire and this Lease will
         terminate 10 days after notice of termination is delivered; provided,
         however, that Rent for the period commencing on the date of such damage
         until the date this Lease terminates will be reduced to the reasonable
         value of any use or occupation of the Premises by Tenant during such
         period and Landlord will be entitled to all proceeds of the insurance
         policy described in Section 11.2(b) applicable to any damaged leasehold
         improvements in the Premises.

12.2   Repair Obligations.
         If the Premises or the Building are damaged by fire or other casualty
         and neither party terminates this Lease according to Section 12.1, then
         Landlord will repair and restore such damage with reasonable
         promptness, subject to delays for insurance adjustments and delays
         caused by matters beyond Landlord's control. Landlord will have no
         liability to Tenant and Tenant will not be entitled to terminate this
         Lease if such repairs and restoration are not in fact completed within
         the estimated time period, provided that Landlord promptly commences
         and diligently pursues such repairs and restoration to completion. In
         no event will Landlord be obligated to repair, restore or replace any
         of the property required to be insured by Tenant according to Section
         11.2; Tenant agrees to repair, restore or replace such property as soon
         as possible after the date of damage, to at least the condition
         existing prior to its damage, using materials at least equal to
         Building standard. However, in connection with its repair and
         restoration of such damage, Landlord may, at its option, elect to
         repair and restore the damage, if any, caused to any or all of the
         leasehold improvements required to be insured by Tenant according to
         Section 11.2(b). If Landlord makes such election, Landlord will be
         entitled to all proceeds of the insurance policy described in Section
         11.2(b) applicable to the leasehold improvements Landlord so elects to
         repair or restore.

12.3   Rent Abatement.

                                       16
<PAGE>

         If any fire or casualty damage renders the Premises untenantable and if
         this Lease is not terminated according to Section 12.1, then Rent will
         abate beginning on the date of such damage. Such abatement will end on
         the date Landlord has substantially completed the repairs and
         restoration Landlord is required to perform according to Section 12.2.
         Such abatement will be in an amount bearing the same ratio to the total
         amount of Rent for such period as the untenantable portion of the
         Premises bears to the entire Premises. In no event will Landlord be
         liable for any inconvenience or annoyance to Tenant or injury to the
         business of Tenant resulting in any way from damage caused by fire or
         other casualty or the repair of such damage, provided however that, to
         the extent Tenant remains in possession of a portion of the Premises,
         Landlord will take all reasonable steps to minimize the disruption to
         Tenant's business and use of such portion of the Premises during the
         period of repair.


13.    WAIVERS AND INDEMNITIES.

13.1   Landlord's Waivers.
         As used in this Section 13, a party's "Affiliates" means that party's
         parent, subsidiary and affiliated corporations and its and their
         partners, ventures, directors, officers, shareholders, agents, servants
         and employees. Tenant and its Affiliates will not be liable or in any
         way responsible to Landlord for, and Landlord waives all claims against
         Tenant and its Affiliates for, any loss, injury or damage that is
         insured or required to be insured by Landlord under Sections 11.1(b),
         (c) or (d), so long as such loss, injury or damage results from or in
         connection with this Lease or Tenant's use and occupancy of the
         Premises. Landlord's waivers under this Section 13.1 will survive the
         expiration or early termination of the Term.

13.2   Tenant's Waivers.
         Except to the extent caused by the willful or negligent act or omission
         or breach of this Lease by Landlord or anyone for whom Landlord is
         legally responsible, Landlord, its Affiliates and the holder of any
         Encumbrance will not be liable or in any way responsible for, and
         Tenant waives all claims against Landlord, its Affiliates and the
         holder of any Encumbrance for any loss, injury or damage suffered by
         Tenant or others relating to (a) loss or theft of, or damage to,
         property of Tenant or others; (b) injury or damage to persons or
         property resulting from fire, explosion, falling plaster, escaping
         steam or gas, electricity, water, rain or snow, or leaks from any part
         of the Building or from any pipes, appliances or plumbing, or from
         dampness; or (c) damage caused by other tenants, occupants or persons
         in the Premises or other premises in the Building, or caused by the
         public or by construction of any private or public work. Landlord, its
         Affiliates and the holder of any Encumbrance will not be liable or in
         any way responsible to Tenant for, and Tenant waives all claims against
         Landlord, its Affiliates and the holder of any Encumbrance for, any
         loss, injury or damage that is insured or required to be insured by
         Tenant under Sections 11.2(b) or (c), so long as such loss, injury or
         damage results from or in connection with this Lease or Landlord's
         operation of the Building. Tenant's waivers under this Section 13.2
         will survive the expiration or early termination of the Term.

13.3   Landlord's Indemnity.
         Subject to Section 7.4 and 13.2 and except to the extent caused by the
         willful or negligent act or omission or breach of this Lease by Tenant
         or anyone for whom Tenant is legally responsible, Landlord will
         indemnify and hold Tenant harmless from and against any and all
         liability, loss, claims, demand, damages or expenses (including
         reasonable attorneys' fees) due to or arising out of any willful or
         negligent act or omission or breach of this Lease by Landlord or anyone
         for whom Landlord is legally responsible. Landlord's obligations under
         this Section 13.3 will survive the expiration or early termination of
         the Term.

13.4   Tenant's Indemnity.
         Subject to Section 13.1 and except to the extent caused by the willful
         or negligent act or omission or breach of this Lease by Landlord or
         anyone for whom Landlord is legally responsible, Tenant will indemnify
         and hold Landlord and the holder of any Encumbrance harmless from and
         against any and all liability, loss, claims, demands, damages or
         expenses (including reasonable attorneys' fees) due to or arising out
         of any accident or occurrence on or about the Premises (including,
         without limitation, accidents or occurrences resulting in injury,
         death, property damage or theft) or any willful or negligent act or
         omission of or breach of this Lease by Tenant or anyone for whom Tenant
         is legally responsible. Tenant's obligations under this Section 13.4
         will survive the expiration or early termination of the Term.

                                       17
<PAGE>

14.    CONDEMNATION.

14.1   Full Taking.
         If all or substantially all of the Building or Premises are taken for
         any public or quasi-public use under any applicable Laws or by right of
         eminent domain, or are sold to the condemning authority in lieu of
         condemnation, then this Lease will terminate as of the date the earlier
         of when the condemning authority takes physical possession of or title
         to the Building or Premises.

14.2   Partial Taking.

              (a) Landlord's Termination of Lease. If only part of the Building
         or Premises is thus taken or sold, and if after such partial taking, in
         Landlord's reasonable judgment, alteration or reconstruction is not
         economically justified, then Landlord (whether or not the Premises are
         affected) may terminate this Lease by giving written notice to Tenant
         within 60 days after the taking.

              (b) Tenant's Termination. If over 20% of the Premises is thus
         taken or sold and Landlord is unable to provide Tenant with comparable
         replacement premises in the Building, Tenant may terminate this Lease
         if in Tenant's reasonable judgment the Premises cannot be operated by
         Tenant in an economically viable fashion because of such partial
         taking. Such termination by Tenant must be exercised by written notice
         to Landlord given not later than 60 days after Tenant is notified of
         the taking of the Premises.

              (c) Effective Date of Termination. Termination by Landlord or
         Tenant will be effective as of the date when physical possession of the
         applicable portion of the Building or Premises is taken by condemning
         authority.

              (d) Election to Continue Lease. If neither Landlord nor Tenant
         elects to terminate this Lease upon a partial taking of a portion of
         the Premises, the Rent payable under this Lease will be diminished by
         an amount allocable to the portion of the Premises which was so taken
         or sold. If this Lease is not terminated upon a partial taking of the
         Building or Premises, Landlord will, at Landlord's sole expense,
         promptly restore and reconstruct the Building and Premises to
         substantially their former condition to the extent the same is
         feasible. However, Landlord will not be required to spend for such
         restoration or reconstruction an amount in excess of the net amount
         received by Landlord as compensation or damages for the part of the
         Building or Premises so taken.

14.3   Awards.
         As between the parties to this Lease, Landlord will be entitled to
         receive, and Tenant assigns to Landlord, all of the compensation
         awarded upon taking of any part or all of the Building or Premises,
         including any award for the value of the unexpired Term. However,
         Tenant may assert a claim in a separate proceeding against the
         condemning authority for any damages resulting from the taking of
         Tenant's trade fixtures or personal property, or for moving expenses,
         business relocation expenses or damages to Tenant's business incurred
         as a result of such condemnation.


15.    ASSIGNMENT AND SUBLETTING.

15.1   Limitation.
         Without Landlord's prior written consent, Tenant will not assign all or
         any of its interest under this Lease, sublet all or any part of the
         Premises or permit the Premises to be used by any parties other than
         Tenant and its employees. Notwithstanding what is set forth herein,
         Tenant expressly covenants and agrees not to enter into any lease,
         sublease, license, concession or other agreement for use, occupancy or
         utilization of the Premises which provides for rental or other payment
         for such use, occupancy or utilization based in whole or in part on the
         net income or profits derived by any person from the property leased,
         used, occupied or utilized (other than an amount based on a fixed
         percentage or percentages of receipts or sales), and that any such

                                       18
<PAGE>

         purported lease, sublease, license, concession or other agreement shall
         be absolutely void and ineffective as a conveyance of any right or
         interest in the possession, use, occupancy or utilization of any part
         of the Premises.

15.2   Notice Of Proposed Transfer; Landlord's Options.
         If Tenant desires to enter into any assignment of this Lease or a
         sublease of all or any part of the Premises, Tenant will first give
         Landlord written notice of the proposed assignment or sublease, which
         notice will contain the name and address of the proposed transferee,
         the proposed use of the Premises, statements reflecting the proposed
         transferee's current financial condition and income and expenses for
         the past 2 years, and the principal terms of the proposed assignment or
         sublease. Except in the case of any transfer permitted under Section
         15.7, Landlord will have the option, which must be exercised, if at
         all, by notice given to Tenant within 10 days after Landlord's receipt
         of Tenant's notice of the proposed transfer, either (i) if Tenant's
         notice relates to a subletting, to sublet from Tenant such space as is
         described in the notice for such portion of the Term as is described in
         the notice, upon the same terms and conditions and for the same Rent
         (apportioned, as appropriate, to the amount of such space) as provided
         in this Lease; or (ii) if such notice relates to an assignment, to
         become Tenant's assignee.

15.3   Consent Not To Be Unreasonably Withheld.
         If Landlord does not exercise its applicable option under Section 15.2,
         then Landlord will not unreasonably withhold or delay its consent to
         the proposed assignment or subletting if each of the following
         conditions is satisfied:

              (a) the proposed transferee, in Landlord's reasonable opinion, has
         sufficient financial capacity and business experience to perform
         Tenant's obligations under this Lease; and

              (b) the proposed transferee will make use of the Premises which in
         Landlord's reasonable opinion (i) is lawful, (ii) is consistent with
         the permitted use of the Premises under this Lease, (iii) is consistent
         with the general character of business carried on by tenants of a
         first-class office building, (iv) does not conflict with any exclusive
         rights or covenants not to compete in favor of any other tenant or
         proposed tenant of the Building, (v) will not increase the likelihood
         of damage or destruction to the Building, (vi) will not cause an
         increase in insurance premiums for insurance policies applicable to the
         Building, and (viii) will not require new tenant improvements
         incompatible with then-existing Building systems and components; and

              (c) the proposed transferee does not have a poor business
         reputation or reputation as being an undesirable tenant in the general
         business community; and

              (d) the proposed transferee, at the time of the proposed transfer,
         is neither a tenant in any building owned or managed by Landlord or any
         affiliate of Landlord in the same city in which the Building is
         located, nor a party with whom Landlord is then negotiating for the
         lease of space in the Building; and

              (e) if the proposed transfer is a sublease, the rent which the
         proposed transferee will be required to pay will be equal to at least
         90% of the then-current market rent for the portion of the Premises
         being sublet; and

              (f) at the time of the proposed transfer no "Default" (as defined
          in Section 20.1) exists under this Lease.

15.4   Form Of Transfer.
         If Landlord consents to a proposed assignment or sublease, Landlord's
         consent will not be effective unless and until Tenant delivers to
         Landlord an original duly executed assignment or sublease, as the case
         may be, that provides, in the case of a sublease, that the subtenant
         will comply with all applicable terms and conditions of this Lease,
         and, in the case of an assignment, an assumption by the assignee of all
         of the terms, covenants and conditions which this Lease requires Tenant
         to perform.


15.5   Payments To Landlord.

                                       19
<PAGE>

         If landlord does not exercise its applicable option under section 15.2
         and tenant effects an assignment or sublease, then Landlord will be
         entitled to receive and collect, either from Tenant or directly from
         the transferee, 50% of the amount by which the consideration required
         to be paid by the transferee for the use and enjoyment of Tenant's
         rights under this Lease (after deducting from such consideration
         Tenant's reasonable costs incurred in effecting the assignment or
         sublease) exceeds the Rent payable by Tenant to Landlord allocable to
         the transferred space. Such percentage of such amount will be payable
         to Landlord at the time(s) Tenant receives the same from its transferee
         (whether in monthly installments, in a lump sum, or otherwise).

15.6   Change Of Ownership.
         Any change by Tenant in the form of its legal organization (such as,
         for example, a change from a general to a limited partnership), any
         transfer of 51% or more of Tenant's assets, and any other transfer of
         interest effecting a change in identity of persons exercising effective
         control of Tenant will be deemed an "assignment" of this Lease
         requiring Landlord's prior written consent. The transfer of any
         outstanding capital stock of a corporation whose stock is
         publicly-traded will not, however, be deemed a "transfer of interest"
         under this Section 15.6.

15.7   Permitted Transfers.
         Tenant may, upon notice to Landlord, but without obtaining Landlord's
         consent, assign this Lease or sublease all or any part of the Premises
         to (a) any corporation which controls, is controlled by, or is under
         common control with Tenant, (b) any corporation resulting from the
         merger or consolidation of Tenant, or (c) any person or entity which
         acquires all of the assets of Tenant as a going concern of the business
         that is being conducted on the Premises, provided that such transferee
         assumes in full the obligations of Tenant under the Lease ("Permitted
         Transferee"). Notwithstanding the foregoing, Tenant's right to assign
         or sublet without Landlord's consent is conditioned upon (x) the
         transferee having a net worth, as reflected by audited financial
         statements, equal to or greater than that of Tenant as of the date of
         this Lease and (y) the transferee not being engaged in a business that
         violates the provisions of any existing leases governing in the
         Building.

 15.8   Effect Of Transfers.
         No subletting or assignment will release Tenant from any of its
         obligations under this Lease unless Landlord agrees to the contrary in
         writing. Acceptance of Rent by Landlord from any person other than
         Tenant will not be deemed a waiver by Landlord of any provision of this
         Section 15. Consent to one assignment or subletting will not be deemed
         a consent to any subsequent assignment or subletting. In the event of
         any default by any assignee or subtenant or any successor of Tenant in
         the performance of any Lease obligation, Landlord may proceed directly
         against Tenant without exhausting remedies against such assignee,
         subtenant or successor. The voluntary or other surrender of this Lease
         by Tenant or the cancellation of this Lease by mutual agreement of
         Tenant and Landlord will not work a merger and will, at Landlord's
         option, terminate all or any subleases or operate as an assignment to
         Landlord of all or any subleases; such option will be exercised by
         notice to Tenant and all known subtenants in the Premises. If Landlord
         shall choose to take an assignment of a sublease then the subtenant
         shall be bound to Landlord for the balance of the Term thereof and
         shall attorn directly to Landlord under all of the executory terms of
         the sublease except that Landlord shall not (a) be liable for any
         previous act, omission or negligence of Tenant, (b) be subject to any
         counterclaim, defense or offset not expressly provided for in the
         sublease and accruing against Tenant, (c) be bound by any previous
         modification or amendment of the sublease made without Landlord's
         consent or by any previous prepayment of more than one month's Rent, or
         (d) be obligated to perform any repairs or other work beyond Landlord's
         obligation under this Lease. Each subtenant shall execute and deliver
         such instruments as Landlord may reasonably request to evidence said
         attornment.

15.9   Approved License.
         Tenant has requested and Landlord consents, subject to the terms of
         this Lease, to Tenant subleasing a portion of the Premises consisting
         of approximately 700 rentable square feet on the conditions and ,for
         the sole purpose cited in the License Agreement attached as Exhibit G
         ("License").

                                       20
<PAGE>

16.    PERSONAL PROPERTY.

16.1   Installation And Removal.
         Tenant may install in the Premises its personal property (including
         Tenant's usual trade fixtures) in a proper manner, provided that no
         such installation will interfere with or damage the mechanical,
         plumbing or electrical systems or the structure of the Building, and
         provided further that if such installation would require any change,
         addition or improvement to the Premises, such installation will be
         subject to Section 9.1. If no Default then exists, any such personal
         property installed in the Premises by Tenant (a) may be removed from
         the Premises from time to time in the ordinary course of Tenant's
         business or in the course of making any changes, additions or
         improvements to the Premises permitted under Section 9.1, and (b) will
         be removed by Tenant at the end of the Term according to Section 3.4.
         Tenant will promptly repair at its expense any damage to the Building
         resulting from such installation or removal.

16.2   Responsibility.
         Tenant will be solely responsible for all costs and expenses related to
         personal property used or stored in the Premises. Tenant will pay any
         taxes or other governmental impositions levied upon or assessed against
         such personal property, or upon Tenant for the ownership or use of such
         personal property, on or before the due date for payment. Such personal
         property taxes or impositions are not included in Taxes.

16.3   Landlord's Lien.
         In addition to any statutory landlord's lien and in order to secure
         payment of all Rent becoming due from Tenant, and to secure payment of
         any damages or loss which Landlord may suffer by reason of Tenant's
         failure to perform any of its obligations under this Lease, Tenant
         grants to Landlord a security interest in and an express contractual
         lien upon all goods, wares, equipment, fixtures, furniture,
         improvements and other personal property of Tenant now or later
         situated on the Premises and all proceeds thereof. Tenant's personal
         property may not be removed from the Premises without Landlord's
         consent at any time a Default exists or, except as provided in Section
         16.1, until all of Tenant's obligations under this lease have been
         fully complied with and performed. Upon the occurrence of a Default, in
         addition to any other available remedies, Landlord will have all the
         rights of a secured party under the Ohio Uniform Commercial Code with
         respect to the property covered by such security interest. Upon
         Landlord's request, Tenant agrees to execute and deliver to Landlord
         such financing statements as may be required to perfect such security
         interest. Notwithstanding the foregoing, Landlord shall, upon written
         request by Tenant, subordinate Landlord's interest to any bona fide
         lending institution or to any purchase money security interest or lease
         on any personal property.


17.    ESTOPPEL CERTIFICATES.

         Promptly upon Landlord's request after Tenant has occupied the
         Premises, Tenant will execute and deliver to Landlord an Occupancy
         Estoppel Certificate in the form of Exhibit C. In addition, Tenant
         agrees that at any time and from time to time (but on not less than 15
         days' prior request by Landlord), Tenant will execute, acknowledge and
         deliver to Landlord a certificate indicating any or all of the
         following: (a) the Commencement Date and Expiration Date; (b) that this
         Lease is unmodified and in full force and effect (or, if there have
         been modifications, that this Lease is in full force and effect, as
         modified, and stating the date and nature of each modification); (c)
         the date, if any, through which Base Rent, Additional Rent and any
         other Rent payable have been paid; (d) that no default by Landlord, to
         the best of Tenant's knowledge, or Tenant exists which has not been
         cured, except as to defaults stated in such certificate; (e) provided
         such events have occurred, that Tenant has accepted the Premises and
         that all improvements required to be made to the Premises by Landlord
         have been completed according to this Lease; (f) that, except as
         specifically stated in such certificate, Tenant, and only Tenant,
         currently occupies the Premises; and (g) such other matters as may be
         reasonably requested by Landlord. Any such certificate may be relied
         upon by Landlord and any prospective purchaser or present or
         prospective mortgagee, deed of trust beneficiary or ground lessor of
         all or a portion of the Building.

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18.    TRANSFER OF LANDLORD'S INTEREST.

18.1   Sale, Conveyance And Assignment.
         Nothing in this Lease will restrict Landlord's right to sell, convey,
         assign or otherwise deal with the Building or Landlord's interest under
         this Lease.


18.2   Effect Of Sale, Conveyance Or Assignment.
         A sale, conveyance or assignment of the Building will automatically
         release Landlord from liability under this Lease from and after the
         effective date of the transfer, except for any liability relating to
         the period prior to such effective date; and Tenant will look solely to
         Landlord's transferee for performance of Landlord's obligations
         relating to the period after such effective date. This Lease will not
         be affected by any such sale, conveyance or assignment and Tenant will
         attorn to Landlord's transferee.

18.3   Subordination And Nondisturbance.
         This Lease is and will be subject and subordinate in all respects to
         any ground lease, mortgage or deed of trust now or later encumbering
         the Building, and to all their renewals, modifications, supplements,
         consolidations and replacements (an "Encumbrance"). With respect to any
         Encumbrance first encumbering the Building subsequent to the Date of
         this Lease, this Lease will be automatically subordinate to such
         Encumbrance provided that the holder of such Encumbrance agrees (either
         in the Encumbrance or in a separate agreement with Tenant) that so long
         as Tenant is not in default of its obligations under this Lease, this
         Lease will not be terminated and Tenant's possession of the Premises
         will not be disturbed by the termination or foreclosure, or proceedings
         for enforcement, of such Encumbrance. Tenant agrees, upon request by
         and without cost to Landlord or any successor in interest, to promptly
         execute and deliver to Landlord or the holder of an Encumbrance such
         instrument(s) as may be reasonably required to evidence such
         subordination. In the alternative, however, the holder of an
         Encumbrance may unilaterally elect to subordinate such Encumbrance to
         this Lease.

18.4   Attornment.
         If the interest of Landlord is transferred to any person (a "Successor
         Landlord") by reason of the termination or foreclosure, or proceedings
         for enforcement, of an Encumbrance, or by delivery of a deed in lieu of
         such foreclosure or proceedings, Tenant will immediately and
         automatically attorn to the Successor Landlord. Upon attornment this
         Lease will continue in full force and effect as a direct lease between
         the Successor Landlord and Tenant, upon all of the same terms,
         conditions and covenants as stated in this Lease except that a
         Successor Landlord shall not be (a) liable for any previous act or
         omission or negligence of Landlord under this Lease, (b) subject to any
         counterclaim defense or offset not expressly provided for in this Lease
         and asserted with reasonable promptness, which therefore shall have
         accrued to Tenant against Landlord, (c) bound by any previous
         modification or amendment of this Lease or by any previous prepayment
         of more than one month's rent, unless such modification or prepayment
         shall have been approved in writing by the holder of any Encumbrance
         through or by reason of which the Successor Landlord shall have
         succeeded to the rights of Landlord under this Lease or (d) obligated
         to perform any repairs or other work beyond Landlord's obligations
         under this Lease. Tenant agrees, upon request by and without cost to
         the Successor Landlord, to promptly execute and deliver to the
         Successor Landlord such instrument(s) as may be reasonably required to
         evidence such attornment.


19.    RULES AND REGULATIONS.

         Tenant agrees to faithfully observe and comply with the Rules and
         Regulations set forth in Exhibit D and with all reasonable
         modifications and additions to such Rules and Regulations (which will
         be applicable to all Building tenants) from time to time adopted by
         Landlord and of which Tenant is notified in writing. No such
         modification or addition will contradict or abrogate any right
         expressly granted to Tenant under this Lease. Landlord's enforcement of
         the Rules and Regulations will be uniform and nondiscriminatory, but

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         Landlord will not be responsible to Tenant for failure of any person to
         comply with the Rules and Regulations.


20.    TENANT'S DEFAULT AND LANDLORD'S REMEDIES.

20.1   Default.
         This Lease and the Term and estate hereby granted are subject to the
         following limitations which will each constitute a material breach by
         Tenant and a "Default" under this Lease:

              (a) Failure to Pay Rent. Tenant fails to pay Base Rent, Additional
         Rent or any other Rent payable by Tenant under the terms of this Lease
         when due, and such failure continues for 5 days after written notice
         from Landlord to Tenant of such failure; provided that with respect to
         Base Rent and Additional Rent, Tenant will be entitled to only 3
         notices of such failure during any Lease Year and if, after 3 such
         notices are given in any Lease Year, Tenant fails, during such Lease
         Year, to pay any such amounts when due, such failure will constitute a
         Default without further notice by Landlord or additional cure period.

              (b) Failure to Perform Other Obligations. Tenant breaches or fails
         to comply with any other provision of this Lease applicable to Tenant,
         and such breach or noncompliance continues for a period of 20 days
         after notice by Landlord to Tenant; or, if such breach or noncompliance
         cannot be reasonably cured within such 20-day period, Tenant does not
         in good faith commence to cure such breach or noncompliance within such
         20-day period or does not diligently complete such cure as soon as
         possible, but no later than 90 days after such notice from Landlord.
         However, if such breach or noncompliance causes or results in (i) a
         dangerous condition on the Premises or the Building, (ii) any insurance
         coverage carried by Landlord or Tenant with respect to the Premises or
         Building being jeopardized, or (iii) a material disturbance to another
         tenant, then a Default will exist if such breach or noncompliance is
         not cured as soon as reasonably possible after notice by Landlord to
         Tenant, and in any event is not cured within 30 days after such notice.
         For purposes of this Section 20.1 (b), financial inability will not be
         deemed a reasonable ground for failure to immediately cure any breach
         of, or failure to comply with, the provisions of this Lease.

              (c) Nonoccupancy of Premises. Tenant fails to occupy and use the
         Premises within 15 days after the Commencement Date or leaves
         substantially all of the Premises unoccupied for 15 consecutive days or
         vacates and abandons substantially all of the Premises.

              (d) Transfer of Interest without Consent. Tenant's interest under
         this Lease or in the Premises is transferred or passes to, or devolves
         upon, any other party in violation of Section 15.

              (e) Execution and Attachment Against Tenant. Tenant's interest
         under this Lease or in the Premises is taken upon execution or by other
         process of law directed against Tenant, or is subject to any attachment
         by any creditor or claimant against Tenant and such attachment is not
         discharged or disposed of within 30 days after levy.

              (f) Bankruptcy or Related Proceedings. Tenant files a petition in
         bankruptcy or insolvency, or reorganization or arrangement under any
         bankruptcy or insolvency Laws, or voluntarily takes advantage of any
         such Laws by answer or otherwise, or dissolves or makes an assignment
         for the benefit of creditors, or involuntary proceedings under any such
         Laws or for the dissolution of Tenant are instituted against Tenant, or
         a receiver or trustee is appointed for the Premises or for all or
         substantially all of Tenant's property, and such proceedings are not
         dismissed or such receivership or trusteeship vacated within 60 days
         after such institution or appointment.

20.2   Remedies.
         Time is of the essence. If any Default occurs, Landlord will have the
         right, at Landlord's election, then or at any later time, to exercise
         any one or more of the remedies described below. Exercise of any of
         such remedies will not prevent the concurrent or subsequent exercise of
         any other remedy provided for in this Lease or otherwise available to
         Landlord at law or in equity.

                                       23
<PAGE>

              (a) Cure by Landlord. Landlord may, at Landlord's option but
         without obligation to do so, and without releasing Tenant from any
         obligations under this Lease, make any payment or take any action as
         Landlord deems necessary or desirable to cure any Default in such
         manner and to such extent as Landlord deems necessary or desirable.
         Landlord may do so without additional demand on, or additional written
         notice to, Tenant and without giving Tenant an additional opportunity
         to cure such Default. Tenant covenants and agrees to pay Landlord, upon
         demand, all advances, costs and expenses of Landlord in connection with
         making any such payment or taking any such action, including reasonable
         attorney's fees, together with interest at the rate described in
         Section 4.5, from the date of payment of any such advances, costs and
         expenses by Landlord.

              (b) Termination of Lease and Damages. Landlord may terminate this
         Lease, effective at such time as may be specified by written notice to
         Tenant, and demand (and, if such demand is refused, recover) possession
         of the Premises from Tenant. Tenant will remain liable to Landlord for
         damages in an amount equal to the Base Rent, Additional Rent and other
         Rent which would have been owing by Tenant for the balance of the Term
         had this Lease not been terminated, less the net proceeds, if any, of
         any reletting of the Premises by Landlord subsequent to such
         termination, after deducting all Landlord's expenses in connection with
         such recovery of possession or reletting. Landlord will be entitled to
         collect and receive such damages from Tenant on the days on which the
         Base Rent, Additional Rent and other Rent would have been payable if
         this Lease had not been terminated. Alternatively, at Landlord's
         option, Landlord will be entitled to recover from Tenant, as damages
         for loss of the bargain and not as a penalty, an aggregate sum equal to
         (i) all unpaid Base Rent, Additional Rent and other Rent for any period
         prior to the termination date of this Lease (including interest from
         the due date to the date of the award at the rate described in Section
         4.5), plus any other sum of money and damages owed by Tenant to
         landlord for events or actions occurring prior to the termination date;
         plus (ii) the present value at the time of termination (calculated at
         the rate commonly called the discount rate in effect at the Federal
         Reserve Bank of New York on the termination date) of the amount, if
         any, by which (A) the aggregate of the Base Rent, Additional Rent and
         all other Rent payable by Tenant under this Lease that would have
         accrued for the balance of the Term after termination (with respect to
         Additional Rent, such aggregate will be calculated by assuming that
         Expenses and Taxes for the Fiscal Year in which termination occurs and
         for each subsequent Fiscal Year remaining in the Term if this Lease had
         not been terminated will increase by 8% per year over the amount of
         Expenses and Taxes for the prior Fiscal Year), exceeds (B) the amount
         of such Base Rent, Additional Rent and other Rent which Landlord will
         receive for the remainder of the Term from any reletting of the
         Premises occurring prior to the date of the award, or if the Premises
         have not been relet prior to the date of the award, the amount, if any,
         of such Base Rent, Additional Rent and other Rent which could
         reasonably be recovered by reletting the Premises for the remainder of
         the Term at the then-current fair rental value, in either case taking
         into consideration loss of rent while finding a new tenant, tenant
         improvements and rent abatements necessary to secure a new tenant,
         leasing brokers' commissions and other costs which Landlord has
         incurred or might incur in leasing the Premises to a new tenant; plus
         (iii) interest on the amount described in (ii) above from the
         termination date to the date of the award at the rate described in
         Section 4.5.

              (c) Repossession and Reletting. Landlord may, with due process of
         law, re-enter and take possession of all or any part of the Premises,
         without additional demand or notice, and repossess the same and expel
         Tenant and any party claiming by, through or under Tenant, and remove
         the effects of both using such force for such purposes as may be
         necessary, without being liable for prosecution for such action or
         being deemed guilty of any manner of trespass, and without prejudice to
         any remedies for arrears of Rent or right to bring any proceeding for
         breach of covenants or conditions. No such reentry or taking possession
         of the Premises by Landlord will be construed as an election by
         Landlord to terminate this Lease unless a written notice of such
         intention is given to Tenant. No notice from Landlord or notice given
         under a forcible entry and detainer statute or similar Laws will
         constitute an election by Landlord to terminate this Lease unless such
         notice specifically so states. Landlord reserves the right, following
         any reentry or reletting, to exercise its right to terminate this Lease
         by giving Tenant such written notice, in which event the Lease will
         terminate as specified in such notice. After recovering possession of
         the Premises, Landlord may, from time to time, but will not be
         obligated to, relet all or any part of the Premises for Tenant's
         account, for such term or terms and on such conditions and other terms
         as Landlord, in its discretion, determines. Landlord may make such
         repairs, alterations or improvements as Landlord considers appropriate
         to accomplish such reletting, and Tenant will reimburse Landlord upon
         demand for all costs and expenses, including attorneys' fees, which

                                       24
<PAGE>

         Landlord may incur in connection with such reletting. Landlord may
         collect and receive the rents for such reletting but Landlord will in
         no way be responsible or liable for any failure to relet the Premises
         or for any inability to collect any rent due upon such reletting.
         Regardless of Landlord's recovery of possession of the Premises, Tenant
         will continue to pay on the dates specified in this Lease, the Base
         Rent, Additional Rent and other Rent which would be payable if such
         repossession had not occurred, less a credit for the net amounts, if
         any, actually received by Landlord through any reletting of the
         Premises. Alternatively, at Landlord's option, Landlord will be
         entitled to recover from Tenant, as damages for loss of the bargain and
         not as a penalty, an aggregate sum equal to (i) all unpaid Base Rent,
         Additional Rent and other Rent for any period prior to the repossession
         date (including interest from the due date to the date of the award at
         the rate described in Section 4.5), plus (ii) the present value at the
         time of repossession (calculated at the rate commonly called the
         discount rate in effect at the Federal Reserve Bank of New York on the
         repossession date) of the amount, if any, by which (A) the aggregate of
         the Base Rent, Additional Rent and all other Rent payable by Tenant
         under this Lease that would have accrued for the balance of the Term
         after repossession (with respect to Additional Rent, such aggregate
         will be calculated by assuming that Expenses and Taxes for the Fiscal
         Year in which repossession occurs and for each subsequent Fiscal Year
         remaining in the Term if Landlord had not repossessed the Premises will
         increase by 8% per year over the amount of Expenses and Taxes for the
         prior Fiscal Year), exceeds (B) the amount of such Base Rent,
         Additional Rent and other Rent which Landlord will receive for the
         remainder of the Term from any reletting of the Premises occurring
         prior to the date of the award, or if the Premises have not been relet
         prior to the date of the award, the amount, if any, of such Base Rent,
         Additional Rent and other Rent which could reasonably be recovered by
         reletting the Premises for the remainder of the Term at the
         then-current fair rental value, in either case taking into
         consideration loss of rent while finding a new tenant, tenant
         improvements and rent abatements necessary to secure a new tenant,
         leasing brokers' commissions and other costs which Landlord has
         incurred or might incur in leasing the Premises to a new tenant; plus
         (iii) interest on the amount described in (ii) above from the
         repossession date to the date of the award at the rate described in
         Section 4.5.

              (d) Bankruptcy Relief. Nothing contained in this Lease will limit
         or prejudice Landlord's right to prove and obtain as liquidated damages
         in any bankruptcy, insolvency, receivership, reorganization or
         dissolution proceeding, an amount equal to the maximum allowable by any
         Laws governing such proceeding in effect at the time when such damages
         are to be proved, whether or not such amount be greater, equal or less
         than the amounts recoverable, either as damages or Rent, under this
         Lease.



21.    LANDLORD'S DEFAULT AND TENANT'S REMEDIES.

21.1   Default.
         If Tenant believes that Landlord has breached or failed to comply with
         any provision of this Lease applicable to Landlord, Tenant will give
         written notice to Landlord describing the alleged breach or
         noncompliance. Landlord will not be deemed in default under this Lease
         if Landlord cures the breach or noncompliance within 20 days after
         receipt of Tenant's notice or, if the same cannot reasonably be cured
         within such 20-day period, if Landlord in good faith commences to cure
         such breach or noncompliance within such period and then diligently
         pursues the cure to completion. Tenant will also send a copy of such
         notice to the holder of any Encumbrance of whom Tenant has been
         notified in writing, and such holder will also have the right to cure
         the breach or noncompliance within the period of time described above.

21.2   Remedies.
         If Landlord breaches or fails to comply with any provision of this
         Lease applicable to Landlord, and such breach or noncompliance is not
         cured within the period of time described in Section 21.1, then Tenant
         may exercise any right or remedy available to Tenant at law or in
         equity, except to the extent expressly waived or limited by the terms
         of this Lease.

21.3   Cure By Encumbrance Holder.
         If any act or omission by Landlord shall give Tenant the right,
         immediately or after the lapse of time, to cancel or terminate this
         Lease or to claim a partial or total eviction, Tenant shall not
         exercise any such right until (a) it shall have given written notice of
         such act or omission to each holder of any Encumbrance of

                                       25
<PAGE>

         which Tenant has notice and (b) a reasonable period for remedying such
         act or omission shall have elapsed following such notice and following
         the time when such holder of an Encumbrance shall have become entitled
         under its Encumbrance to remedy the same (which shall in no event be
         less than the period to which Landlord would be entitled under this
         Lease to effect such remedy) provided such holder of an Encumbrance
         shall, with reasonable diligence, give Tenant notice of its intention
         to remedy such act or omission and shall commence and continue to act
         upon such intention.


22.    SECURITY DEPOSIT.

22.1   Amount.
         Upon execution of this Lease, Tenant will deposit the Security Deposit
         with Landlord in the amount described in Section 1.1(k). During each
         Lease year subsequent to the first Lease year, Tenant will, within 30
         days after Landlord's written request, further deposit with Landlord,
         as additional Security Deposit held by Landlord to be equal to one
         month's installment of the then-current Base Rent plus one month's
         installment of the then-estimated Additional Rent. Landlord and Tenant
         intend the Security Deposit to be used solely as security for Tenant's
         faithful and diligent performance of all of Tenant's obligations under
         this Lease. The Security Deposit will remain in Landlord's possession
         for the entire Term, and Landlord will not be required to segregate it
         from Landlord's general funds. Tenant will not be entitled to any
         interest on the Security Deposit.

22.2   Use And Restoration.
         If Tenant fails to perform any of its obligations under this Lease,
         Landlord may, at its option, use, apply or retain all or any part of
         the Security Deposit for the payment of (1) any Rent in arrears; (2)
         any expenses Landlord may incur as a direct or indirect result of
         Tenant's failure to perform; and (3) any other losses or damages
         Landlord may suffer as a direct or indirect result of Tenant's failure
         to perform. If Landlord so uses or applies all or any portion of the
         Security Deposit, Landlord will notify Tenant of such use or
         application and Tenant will, within 10 days after the date of
         Landlord's notice, deposit with Landlord a sum sufficient to restore
         the Security Deposit to the amount held by Landlord immediately prior
         to such use or application. Tenant's failure to so restore the Security
         Deposit will constitute a Default.

22.3   Transfers.
         Tenant will not assign or encumber the Security Deposit without
         Landlord's express written consent. Neither Landlord nor its successors
         or assigns will be bound by any assignment or encumbrance unless
         Landlord has given its consent. Landlord will have the right, at any
         time and from time to time, to transfer the Security Deposit to any
         purchaser or lessee of the entire Building. Upon any such transfer,
         Tenant agrees to look solely to the new owner or lessee for the return
         of the Security Deposit.

22.4   Refund.
         Provided that Tenant has fully and faithfully performed all of its
         obligations under this Lease, Landlord will refund the Security
         Deposit, or any balance remaining, to Tenant or, at Landlord's option,
         to the latest assignee of Tenant's interest under this Lease, within 60
         days after the expiration or early termination of the Term and Tenant's
         vacation and surrender of the Premises to Landlord in the condition
         required by Section 3.4. If Tenant fails to make any final estimated
         payment of Additional Rent required by Landlord according to Section
         4.2(c), Landlord may withhold such final payment from the amount of the
         Security Deposit refund. Landlord's obligations under this Section 22.4
         will survive the expiration or early termination of the Term.


23.    BROKERS.

         Landlord and Tenant represent and warrant that no broker or agent
         negotiated or was instrumental in negotiating or consummating this
         Lease except the Brokers. Neither party knows of any other real estate
         broker or agent who is or might be entitled to a commission or
         compensation in connection with this Lease. Landlord will pay all fees,
         commissions or other compensation payable to the Brokers to be paid by
         Landlord according to Section 1.1(p) and Tenant will pay all fees,
         commissions or other compensation payable to the

                                       26
<PAGE>

         Brokers to be paid by Tenant according to Section 1.1(p). Tenant and
         Landlord will indemnify and hold each other harmless from all damages
         paid or incurred by the other resulting from any claims asserted
         against either party by brokers or agents claiming through the other
         party. Landlord's obligation under this Section 23 will survive the
         expiration or early termination of the Term.


24.    LIMITATIONS ON LANDLORD'S LIABILITY.

         Any liability for damages, breach or nonperformance by Landlord, or
         arising out of the subject matter of, or the relationship created by,
         this Lease, will be collectible only out of Landlord's interest in the
         Building and no personal liability is assumed by, or will at any time
         be asserted against, Landlord, its parent and affiliated corporations,
         its and their partners, venturers, directors, officers, agents,
         servants and employees, or any of its or their successors or assigns;
         all such liability, if any, being expressly waived and released by
         Tenant. Landlord's review, supervision, commenting on or approval of
         any aspect of work to be done by or for Tenant (under Section 9,
         Exhibit B or otherwise) are solely for Landlord's protection and except
         as expressly provided, create no warranties or duties to Tenant or to
         third parties.


25.    NOTICES.

         All notices required or permitted under this Lease must be in writing
         and will only be deemed properly given and received (a) when actually
         given and received, if delivered in person to a party who acknowledges
         receipt in writing; or (b) one business day after deposit with a
         private courier or overnight delivery service, if such courier or
         service obtains a written acknowledgment of receipt; or (c) 2 business
         days after deposit in the United States mails, certified or registered
         mail with return receipt requested and postage prepaid. All such
         notices must be transmitted by one of the methods described above to
         the party to receive the notice at, in the case of notices to Landlord,
         both Landlord's Building Address and Landlord's General Address, and in
         the case of notices to Tenant, the applicable Tenant's Notice Address,
         or, in either case, at such other address(es) as either party may
         notify the other of according to this Section 25. Time shall be of the
         essence for the giving of all notices required or permitted under the
         provisions of this Lease.


26.    MISCELLANEOUS.

26.1   Binding Effect.
         Each of the provisions of this Lease will extend to bind or inure to
         the benefit of, as the case may be, Landlord and Tenant, and their
         respective heirs, successors and assigns, provided this clause will not
         permit any transfer by Tenant contrary to the provisions of Section 15.

26.2   Complete Agreement; Modification.
         All of the representations and obligations of the parties are contained
         in this Lease and no modification, waiver or amendment of this Lease or
         of any of its conditions or provisions will be binding upon a party
         unless in writing signed by such party.

26.3   Delivery For Examination.
         Submission of the form of the Lease for examination will not bind
         Landlord in any manner, and no obligations will arise under this Lease
         until it is signed by both Landlord and Tenant and delivery is made to
         each.

26.4   No Air Rights.
         This Lease does not grant any easements or rights for light, air or
         view. Any diminution or blockage of light, air or view by any structure
         or condition now or later erected will not affect this Lease or impose
         any liability on Landlord.

26.5   Enforcement Expenses.
         Each party agrees to pay, upon demand, all of the other party's costs,
         charges and expenses, including the fees and out-of-pocket expenses of
         counsel, agents, and others retained, incurred in successfully
         enforcing

                                       27
<PAGE>

         the other party's obligations under this Lease. All obligations under
         this Section 26.5 will survive the expiration or early termination of
         the Term.

26.6   Building Planning.
         At any time after the Date, Landlord may (upon at least 90 days prior
         notice) substitute for the Premises other premises in the Building
         ("New Premises") provided that the New Premises will be similar to the
         Premises in area, on contiguous floors and usable for Tenant's purpose.
         If Tenant is already occupying the Premises, then Landlord will also
         pay the reasonable expenses of Tenant's moving from the Premises to the
         New Premises and for improving the New Premises so that the leasehold
         improvements in the New Premises are substantially similar to those in
         the Premises. Such move will be made during evenings, weekends or
         otherwise so as to incur the least inconvenience to Tenant.

26.7   Building Name.
         Tenant will not, without Landlord's consent, use Landlord's or the
         Building's name, or any facsimile or reproduction of the Building, for
         any purpose; except that Tenant may use the Building's name in the
         address of the business to be conducted by Tenant in the Premises.
         Landlord reserves the right, upon reasonable prior notice to Tenant, to
         change the name or address of the Building.

26.8   Building Standard.
         The phrase "Building standard" will, in all instances, mean the type,
         brand and/or quality of materials Landlord designates from time to time
         to be the minimum quality to be used in the Building or the exclusive
         type, grade or quality of material to be used in the Building and the
         then-current standard described in Landlord's most recently published
         schedule of Building standard or, if no such schedule has been
         published, to the standard which commonly prevails in and for the
         entire Building.

26.9   No Waiver.
         No waiver of any provision of this Lease will be implied by any failure
         of either party to enforce any remedy upon the violation of such
         provision, even if such violation is continued or repeated
         subsequently. No express waiver will affect any provision other than
         the one specified in such waiver, and that only for the time and in the
         manner specifically stated.

26.10  Recording; Confidentiality.
         Tenant will not record this Lease, or a short form memorandum, without
         Landlord's written consent and any such recording without Landlord's
         written consent will be a Default. Tenant agrees to keep the Lease
         terms, provisions and conditions confidential and will not disclose
         them to any other person without Landlord's prior written consent.
         However, Tenant may disclose Lease terms, provisions and conditions to
         Tenant's accountants, attorneys, managing employees and others in
         privity with Tenant, as reasonably necessary for Tenant's business
         purposes, without such prior consent.. If Tenant records this Lease or
         a short form memorandum then Tenant hereby appoints Landlord its
         attorney-in-fact in its place and stead with full rights to remove any
         such recording at the expiration or early termination of the Lease.

26.11  Captions.
         The captions of sections are for convenience only and will not be
         deemed to limit, construe, affect or alter the meaning of such
         sections.

26.12  Invoices.
         All bills or invoices to be given by Landlord to Tenant will be sent to
         Tenant's Invoice Address. Tenant may change Tenant's Invoice Address by
         notice to Landlord given according to Section 25. If Tenant fails to
         give Landlord specific written notice of its objections within 120 days
         after receipt of any bill or invoice from Landlord, such bill or
         invoice will be deemed true and correct and Tenant may not later
         question the validity of such bill or invoice or the underlying
         information or computations used to determine the amount stated.

26.13  Severability.
         If any provision of this Lease is declared void or unenforceable by a
         final judicial or administrative order, this Lease will continue in
         full force and effect, except that the void or unenforceable provision
         will be

                                       28
<PAGE>

         deemed deleted and replaced with a provision as similar in terms to
         such void or unenforceable provision as may be possible and be valid
         and enforceable.

26.14  Jury Trial.
         Landlord and Tenant waive trial by jury in any action, proceeding or
         counterclaim brought by Landlord or Tenant against the other with
         respect to any matter arising out of or in connection with this Lease,
         Tenant's use and occupancy of the Premises, or the relationship of
         Landlord and Tenant. However, such waiver of jury trial will not apply
         to any claims for personal injury. If Landlord commences any summary or
         other proceeding for non-payment of rent or recovery of possession of
         the Premises, Tenant shall not interpose any counterclaim in any such
         proceeding, unless failure to raise same would constitute a waiver.


26.15  Authority To Bind.
         The individuals signing this Lease on behalf of Landlord and Tenant
         represent and warrant that they are empowered and duly authorized to
         bind Landlord or Tenant, as the case may be, to this Lease according to
         its terms.

26.16  Only Landlord/Tenant Relationship.
         Landlord and Tenant agree that neither any provision of this Lease nor
         any act of the parties will be deemed to create any relationship
         between Landlord and Tenant other than the relationship of landlord and
         tenant.

26.17  Covenants Independent.
         The parties intend that this Lease be construed as if the covenant
         between Landlord and Tenant are independent and that the Rent will be
         payable without offset, reduction or abatement for any cause except as
         otherwise specifically provided in this Lease.

26.18  Governing Law.
         This Lease will be governed by and construed according to the laws of
         the State of Ohio.

26.19  Enforcement Of Reasonable Consent.
         Tenant hereby waives any claim against Landlord which it may have based
         upon any assertion that Landlord has unreasonably withheld or
         unreasonably delayed any consent or approval that, pursuant to the
         terms of this Lease, is not to be unreasonably withheld and Tenant
         agrees that its sole remedy shall be an action or proceeding to enforce
         any such provision or for specific performance, injunction or
         declaratory judgment. In the event of such a determination, the
         requested consent or approval shall be deemed to have been granted;
         provided, however, that Landlord shall have no liability to Tenant for
         its refusal or failure to give such consent or approval and the sole
         remedy for Landlord's unreasonably withholding or delaying of consent
         or approval shall be as provided in this Section.


27.    MANDATORY EXPANSION

         On September 1, 2000, ("Mandatory Expansion Area Commencement Date")
         the Premises shall be expanded to include that area deemed to be 18,024
         rentable square feet on the 32nd floor, as shown hatched on Exhibit A-5
         attached and incorporated ("Mandatory Expansion Area"). Landlord shall
         deliver and Tenant shall accept the Mandatory Expansion Area in "as-is"
         condition. Base Rent for the Mandatory Expansion Area shall be at the
         same rates per square foot as set forth in Subsection 1.1 (h) and the
         Tenant's Share shall be increased proportionately based on a Building
         denominator of 568,742 square feet. The new total Base Rent for the
         Premises shall be computed using a total Premises area of 89,651
         rentable square feet.


28.    RIGHT OF FIRST REFUSAL.

         Landlord shall grant to Tenant the right of first refusal ("Refusal
         Right") on the 25th floor of the Building as shown hatched on Exhibit
         A-6 attached and incorporated ("Expansion Area #1"), upon all of the
         following conditions:

                                       29
<PAGE>

              (A) Prior to its exercise of this Refusal Right, Tenant shall not
         have defaulted beyond any applicable cure period under any Lease
         provision; and

              (B) At the time it exercises this right, Tenant shall not be in
         default of any provision of this Lease; and

              (C) If Landlord desires to lease all or a portion of Expansion
         Area #1 to a third party, Landlord shall notify Tenant of such fact and
         shall submit to Tenant an amendment for lease of the applicable portion
         of Expansion Area #1 containing the substantially the same provisions
         and conditions of the tenancy as those proposed to the third party,
         except that if Tenant has at least thirty six (36) months remaining in
         its Term, the lease term for the applicable portion of Expansion Area
         #1 shall be coterminous with this Lease. If Tenant has less than 36
         months remaining in its Term, then the term for the applicable portion
         of Expansion Area #1 shall be the term offered to the third party.
         Tenant shall have fifteen (15) business days after the date Landlord
         submits the amendment for the applicable portion of Expansion Area #1
         to execute same and return it to Landlord; and

              (D) If Tenant fails to execute the amendment for the applicable
         portion of Expansion Area #1 within the 15 business day period, and
         Landlord enters into a lease with said third party on materially the
         same terms as was offered to Tenant, then Tenant's Refusal Right for
         the applicable portion of Expansion Area #1 shall be null and void and
         of no further force or effect and Landlord shall have the right to
         lease Expansion Area # or any portion thereof to a third party on the
         same or any other terms and conditions, whether or not such terms and
         conditions are more or less favorable than those offered to Tenant.

              (E) Time is of the essence of this Refusal Right.

              This Refusal Right applies to Tenant only and shall be void if
         Tenant fails to exercise it precisely according to each and all of the
         conditions stated above, or if Tenant assigns the Lease or sublets the
         Premises or otherwise transfers all or part of its interest in the
         Lease or the Premises, except as allowed under Section 15.7 of the
         Lease.

29.    CONDITIONS TO EFFECTIVENESS OF LEASE.

         Landlord and Tenant agree that the Lease shall become effective only
         upon occurrence of the following conditions:

              A.   Full execution and implementation of an amendment with the
         Borden Corporation satisfactory to Landlord reducing their premises in
         order to deliver the Premises to Tenant; and

              B.   approval by Landlord's Mortgage holder, if required.

         Failure of any of the above conditions shall render the Lease void, and
         neither Landlord not Tenant shall have any liability to the other under
         the Lease.

30.    MOVING ALLOWANCE.

         Provided that Tenant is not in default under this Lease, Landlord shall
         pay to Tenant an amount not to exceed $45,000.00 to be used for the
         reasonable, third party costs of moving Tenant into the Premises
         ("Moving Allowance"). Landlord shall pay the Moving Allowance after the
         Commencement Date, within thirty (30) days of the receipt of reasonable
         invoices and lien waivers for said work.

31.    LETTER OF CREDIT.

         In lieu of a Security Deposit, upon Tenant's execution of this Lease,
         Tenant shall provide to Landlord an unconditional, negotiable and
         irrevocable letter of credit (said letter of credit as the same may be
         amended or renewed from time to time is called the "Letter of Credit")
         in the following amounts for the following periods of time under the
         Lease until finally reduced to zero: Date of Lease execution until the
         last day of Lease Year

                                       30
<PAGE>

         1 - $400,000; and from the first day of the 2/nd/ Lease Year until the
         last day of Lease Year 2 - $343,000; and from the first day of the
         3/rd/ Lease Year until the last day of Lease Year 3 -$286,000; and from
         the first day of the 4/th/ Lease Year until the last day of Lease Year
         4 -$229,000; and from the first day of the 5/th/ Lease Year until the
         last day of Lease Year 5 - $172,000; and from the first day of the
         6/th/ Lease Year until the last day of Lease Year 6 -$115,000; and from
         the first day of the 7/th/ Lease Year until the last day of Lease Year
         7 -$58,000. Each Letter of Credit shall (a) be in form and substance
         and issued by a bank or other financial institution acceptable to
         Landlord, (b) have a term of no less than one year and (c) be
         negotiable at a financial institution in the city or county in which
         the Building is located. Tenant shall from time to time provide
         Landlord with a renewal or replacement Letter of Credit no later than
         30 days prior to the expiration date of the Letter of Credit then held
         by Landlord. Failure to provide said Letter of Credit upon the above
         terms shall be a Default under this Lease. Landlord may present the
         Letter of Credit for payment if (i) Tenant shall default beyond any
         applicable cure periods under the terms of the Lease or (ii) Tenant
         shall fail to provide a renewal or replacement Letter of Credit prior
         to the expiration of the Letter of Credit then held by Landlord.
         Landlord and Tenant intend the Letter of Credit to be used solely as
         security for Tenant's faithful and diligent performance of all of
         Tenant's obligations under this Lease. If Tenant commits a Default of
         any of its obligations under this Lease, Landlord may, at its option,
         use, apply or retain so much of the proceeds of the Letter of Credit
         reasonably determined by Landlord to be necessary for the payment of
         (1) any Rent in arrears; (2) any expenses Landlord may incur as a
         result of Tenant's failure to perform; (3) any Rent not paid when due;
         (4 the repayment of any tenant concessions, including without
         limitation broker commissions, excused rent and construction costs; and
         (5) any other lawful damages Landlord incurs as a result of Tenant's
         Default. All other terms of the Letter of Credit are subject to
         Landlord's approval. If the Letter of Credit has not been presented for
         payment, Landlord shall return the Letter of Credit hereunder within 30
         days of the sooner to accrue of (a) their respective expiry date(s);
         (b) the expiration or sooner termination of the Term not due to a
         Tenant Default.

         Having read and intending to be bound by the terms and provisions of
         this Lease, Landlord and Tenant have signed it as of the Date.

<TABLE>
         <S>                                    <C>
         TENANT:                                LANDLORD:
         reSOURCE PARTNER, Inc.                   TRIZECHAHN BBRR, INC. a Delaware corporation,
                                                  d/b/a TrizecHahn Borden Building Management


         By: /s/ James A. King                  By:  /s/ William R. C. Tresham
             ----------------------------            -------------------------------------
         Printed Name: James A. King            Printed Name:  William R.C. Tresham
                       ------------------       Title:         Vice President
         Title: V. P. & Asst. Secretary
                -------------------------


         And By: ________________________       And By: /s/ Stephen E. Budorick
         Printed Name:___________________               --------------------------------
         Title:__________________________       Printed Name:  Stephen E. Budorick
                                                Title:         Vice President
</TABLE>


                                       31
<PAGE>

              STATE OF Ohio                 )
                                            )  -ss-
              COUNTY OF Franklin            )


              This Lease Agreement was acknowledged before me this 17th day of
              July, 2000 by James A King as VP and Assistant Secretary and as of
              reSOURCE PARTNER, Inc..

              WITNESS my hand and official seal.

              [SEAL]        PATRICIA G. KENT
                      Notary Public, State of Ohio
                      My Commission Expires 5-18-03         /s/ Patricia G Kent
                                            -------         --------------------
                                                            Notary Public



              My commission expires: May 18, 2003.
                                    --------------------.



              STATE OF ILLINOIS             )
                                            )  -ss-
              COUNTY OF COOK                )

              This Lease Agreement was acknowledged before me this 25th day of
              July, 2000 by William R.C. Tresham as Vice President of TrizecHahn
              BBRR, Inc.

              WITNESS my hand and official seal.        Official Seal
                                                        Anne Townley
                                                Notary Public, state of Illinois
                                                 My commission Expires: 06/29/03

                                                 /s/ Anne Townley
                                                 ------------------------
                                                 Notary Public

              My commission expires: 6/29/03.
                                     -------


              STATE OF MICHIGAN             )
                                            )  -ss-
              COUNTY OF WAYNE               )

              This Lease Agreement was acknowledged before me this 20th day of
              July, 2000 by Stephen E. Budorick as Vice President of TrizecHahn
              BBRR, Inc. WITNESS my hand and official seal.


                                                   /s/ Jerri Lee Gilmer
                                                  ----------------------
                                                   Notary Public

              My commission expires: July 18, 2001.
                                     -------------

              [Seal]         Jerri Lee Gilmer
                       Notary Public - Wayne County, MI
                        My commission exp. 07/18/2001

                                       32
<PAGE>

                                  SCHEDULE 1
                               LAND DESCRIPTION
                              The Borden Building

SITUATED IN THE STATE OF OHIO, COUNTY OF FRANKLIN, AND IN THE CITY OF COLUMBUS:

Being lots numbers one (1), Two (2), Three (3), Four (4), Five (5) and six (6)
of Deshler's addition to the City of Columbus, as the same are numbered and
delineated upon the recorded plat thereof, of record in deed book 34, page 3,
recorder's office, Franklin County, Ohio.

                                      33
<PAGE>

                                  EXHIBIT A-1
                                BORDEN BUILDING
                         PLAN DELINEATING THE PREMISES
                                 13/th/ Floor



                                 [FLOOR PLAN]

                                     A-34
<PAGE>

                                  EXHIBIT A-2
                                BORDEN BUILDING
                         PLAN DELINEATING THE PREMISES
                                 31/st/ Floor



                                 [FLOOR PLAN]

                                     A-35
<PAGE>

                                  EXHIBIT A-3
                                BORDEN BUILDING
                         PLAN DELINEATING THE PREMISES
                                  33rd Floor



                                 [FLOOR PLAN]

                                     A-36
<PAGE>

                                  EXHIBIT A-4
                                BORDEN BUILDING
                         PLAN DELINEATING THE PREMISES
                                 34/th/ Floor




                                 [FLOOR PLAN]

                                     A-37
<PAGE>

                                  EXHIBIT A-5
                                BORDEN BUILDING
                 PLAN DELINEATING THE MANDATORY EXPANSION AREA
                                  Suite 3200



                                 [FLOOR PLAN]

                                     A-38
<PAGE>

                                  EXHIBIT A-6
                                BORDEN BUILDING
                         PLAN DELINEATING THE PREMISES
                             For Expansion Area 1
                           25/th/ Floor - Suite 2500


                                 [FLOOR PLAN]

                                     A-39
<PAGE>

                                   Exhibit B

                POSSESSION AND LEASEHOLD IMPROVEMENTS AGREEMENT


              1. Conflicts; Terms. If there is any conflict or inconsistency
         between the provisions of the Lease and those of this Exhibit B ("Work
         Letter"), the provisions of this Work Letter will control. Except for
         those terms expressly defined in the Work Letter, all initially
         capitalized terms will have the meanings stated for such terms in the
         Lease. The following terms, which are not defined in the Lease, have
         the meanings indicated:

              (a) "Mandatory Expansion Area Commencement Date" "means the date
              set forth in Section 27 of the Lease, unless the Mandatory
              Expansion Area Commencement Date is extended according to
              Paragraph 2 below.

              (b)

              (c) "Start Date" means the first day of the Tenant Finish Period,
              which will be thirty (30) days following full execution of the
              Lease unless the Start Date is extended according to Paragraph 2
              below.

              (d) "Tenant Finish Period" means the period beginning on the Start
              Date and ending on the Mandatory Expansion Area Commencement Date.

              (e) "Submission Date" means 30 days prior to commencement of
              construction but not later than the execution Date of this Lease.

              (f)  "Landlord's Representative" means Todd Hartman.

              (g)  "Tenant's Representative" means Randy Atkin.

              (h) "Tenant's Architect" means ___________________________, or
              such other licensed or registered professional architect, designer
              or space planner as may be selected by Tenant and reasonably
              approved by Landlord.

              (i)  "Tenant's Engineers" means ________________________________
              ____________________________________, or such other licensed or
              registered professional engineers as may be selected by Tenant and
              reasonably approved by Landlord.

              (j) "Tenant's Work" means all alterations, leasehold improvements
              and installations to be constructed or installed by Tenant in the
              Mandatory Expansion Area according to this Work Letter.

              (k) "Allowance" means $355,000.00

              (l) "Preliminary Plans" means space plans and general
              specifications for Tenant's Work prepared by Tenant's Architect in
              such form (and on such scale in the case of plans and drawings) as
              Landlord may reasonably specify.

              (m) "Construction Documents" means complete construction plans and
              specifications for Tenant's Work prepared by Tenant's Architect
              and Tenant's Engineers in such form (and on such scale in the case
              of plans and drawings) as Landlord may reasonably specify and
              detailing all aspects of Tenant's Work, including, without
              limitation, the location of libraries, safes and other heavy
              objects, stairwells, walls, doors, computer equipment, telephone
              and related equipment, and electrical, plumbing, heating,
              ventilation and air conditioning equipment (including equipment in
              excess of that required for normal

                                      B-1
<PAGE>

              use). Tenant's Engineers will perform all mechanical and
              electrical design work included in the Construction Documents.

              (n) "Tenant's Costs" means all costs required to be expended by
              Tenant under this Work Letter in connection with Tenant's Work,
              including, without limitation, the costs of: preparing the
              Preliminary Plans, Construction Documents and the as-built plans
              described in Paragraph 7; performing Tenant's Work; obtaining all
              required electrical and telephone panels and/or meters. Tenant's
              Costs will not, however, include any costs incurred by Tenant for
              furniture or other personal property, for fixtures or equipment
              (unless such fixtures or equipment will constitute permanent
              additions to the Premises and are shown on the Construction
              Documents), or for moving to the Mandatory Expansion Area.

              2. Tenant Finish Period; Mandatory Expansion Area Commencement
         Date. The Tenant Finish Period will begin on the Start Date specified
         in paragraph 1(c) above, unless the Start Date is extended according to
         the following provisions. If on or before the Start Date specified in
         Paragraph 1(c), Tenant has not been permitted entry to the Mandatory
         Expansion Area for the conduct of Tenant's Work, then the Start Date
         will be extended until the date on which Tenant is permitted entry to
         the Mandatory Expansion Area for the conduct of Tenant's Work and the
         Mandatory Expansion Area Commencement Date will be extended for an
         equivalent period of time. If the Start Date has not occurred within 6
         months after the date specified in Paragraph 1(c), then Tenant will
         have the right to terminate the Lease, with respect to the Mandatory
         Expansion Area only, by delivering written notice of termination to
         Landlord not more than 30 days after the end of such 6-month period.
         Upon such termination, each party will, upon the other's request,
         execute and deliver an agreement in recordable form containing a
         release and surrender of all right, title and interest in and to the
         Lease, with respect to the Mandatory Expansion Area only; neither
         Landlord nor Tenant will have any further obligations to each other,
         including, without limitation, any obligations to pay for work
         previously performed in the Premises; all improvements to the Mandatory
         Expansion Area will become and remain the property of Landlord; and
         Landlord will refund to Tenant any sums paid to Landlord by Tenant in
         connection with the Lease as it pertains to the Mandatory Expansion
         Area only. Such postponement of the Start Date and the Mandatory
         Expansion Area Commencement Date (and therefore the postponement of the
         commencement of the Term for the Mandatory Expansion Area), and such
         termination and refund right, will be in full settlement of all claims
         that Tenant might otherwise have against Landlord by reason of
         Landlord's failure to deliver the Mandatory Expansion Area.

              3. Representatives. Landlord appoints Landlord's Representative to
         act for Landlord in all matters covered by this Work Letter. Tenant
         appoints Tenant's Representative to act for Tenant in all matters
         covered by this Work Letter. All inquiries, requests, instructions,
         authorizations and other communications with respect to the matters
         covered by this Work Letter will be made to Landlord's Representative
         or Tenant's Representative, as the case may be. Tenant will not make
         any inquiries of or requests to, and will not give any instructions or
         authorizations to, any other employee or agent of Landlord, including
         Landlord's architect, engineers and contractors or any of their agents
         or employees, with regard to matters covered by this Work Letter.
         Either party may change its Representative under this Work Letter at
         any time by 3 days prior written notice to the other party.

              4. Possession; Condition. Landlord will deliver the Mandatory
         Expansion Area to Tenant for the conduct of Tenant's Work on the Start
         Date specified in Paragraph 1 (c) or as soon after such date as
         possible. Regardless of Landlord's delivery of the Mandatory Expansion
         Area to Tenant, Tenant will not be permitted to begin Tenant's Work
         unless and until Landlord has approved the Construction Documents
         according to Paragraph 7, Tenant has obtained all necessary permits for
         Tenant's Work according to paragraph 8 and Tenant is otherwise in
         compliance with the provisions of this Work Letter. Tenant acknowledges
         and agrees that, to the best of Tenant's knowledge, as of the date of
         the Lease, the Premises and Mandatory Expansion Area are in good order
         and satisfactory condition. Tenant will accept the Premises and
         Mandatory Expansion Area upon Landlord's delivery in an "as is"
         condition. No promise to alter, remodel or improve the Premises,
         Mandatory Expansion Area or Building and no representations concerning
         the condition of the Premises, Mandatory Expansion Area or Building
         have been made by Landlord to Tenant other than as may be expressly
         stated in the Lease (including this Work Letter). All alterations,
         improvements and additions made to the Premises or Mandatory Expansion
         Area according to this Work

                                      B-2
<PAGE>

         Letter will, without compensation to Tenant, become Landlord's property
         upon installation and will remain Landlord's property at the expiration
         or earlier termination of the Term.

              5. Early Access. Landlord may, in its discretion, permit Tenant to
         enter the Mandatory Expansion Area prior to the Start Date so that
         Tenant may do such work as may be required to prepare the Mandatory
         Expansion Area for Tenant's Work. If Landlord permits such entry prior
         to the Start Date, Tenant will not interfere with the performance of
         any work by Landlord, or with the work of any other tenant or occupant.
         If at any time such access causes or threatens to cause disharmony or
         interference, including labor disharmony, Landlord will have the right
         to immediately withdraw such permission. At all times while Tenant is
         in occupation of the Mandatory Expansion Area prior to the Mandatory
         Expansion Area Commencement Date (including the Tenant Finish Period),
         Tenant will be subject to and will comply with all of the terms and
         provisions of the Lease, except that no Base Rent or Additional Rent
         for the Mandatory Expansion Area will be payable by Tenant prior to the
         Mandatory expansion Area Commencement Date.

              6. Landlord's Approval. All Preliminary Plans and Construction
         Documents, and any revisions to the same (whether in the form of a
         change order or otherwise) are expressly subject to Landlord's prior
         written approval, which approval shall not be unreasonably withheld,
         delayed or conditioned, however; Landlord may withhold its approval of
         any such items that require work which:

              (a)  exceeds or adversely affects the capacity or integrity of the
              Building's structure or any of its heating, ventilating, air
              conditioning, plumbing, mechanical, electrical, communications or
              other systems;

              (b)  is not approved by the holder of any Encumbrance;

              (c)  would not be approved by a prudent owner of property similar
              to the Building;

              (d)  violates any agreement which affects the Building or binds
              Landlord;

              (e)  Landlord reasonably believes will increase the cost of
              operating or maintaining any of the Building's systems;

              (f)  Landlord reasonably believes will materially reduce the
              market value of the Premises, Mandatory Expansion Area or the
              Building at the end of the Term;

              (g) does not conform to applicable building code or is not
              approved by any governmental authority having jurisdiction over
              the Premises or Mandatory Expansion Area;

              (h)  does not meet or exceed Building standard; or

              (i)  Landlord reasonably believes will infringe on the
              architectural or historical integrity of the Building.

              7. Tenant's Plans. On or before the Submission Date, Tenant, at
         its expense, will cause the Preliminary Plans to be prepared and
         submitted to Landlord for its approval. Such submittal will include one
         sepia, 5 sets of blueline prints and 3 sets of those specifications not
         shown on the drawings. If the submitted materials are not acceptable to
         Landlord, Landlord will so notify Tenant by returning the sepia with
         required changes noted. If Landlord so notifies Tenant of any required
         change to the Preliminary Plans, Tenant will cause the same to be
         revised according to the returned sepia and resubmitted to Landlord
         within 7 days after receipt of such notice. Within 15 days after
         Landlord notifies Tenant of Landlord's approval of the Preliminary
         Plans, Tenant, at its expense, will cause the Construction Documents to
         be prepared and submitted to Landlord for its approval. Such submittal
         will include one sepia, 5 sets of blueline prints, 3 sets of
         specifications and a complete color and finish board for Tenant's Work.
         The Construction Documents must strictly conform to the Preliminary
         Plans approved by Landlord and must be in all respects sufficient for
         the purpose of obtaining a building permit for Tenant's Work. If
         required by Landlord, Tenant will cause

                                      B-3
<PAGE>

         the Construction Documents to be resubmitted to Landlord for its
         approval within 7 days after Landlord notifies Tenant of any required
         changes. Tenant's Work will not commence prior to Landlord's approval
         of the Construction Documents. If the Landlord fails to deliver to
         Tenant Landlord's written approval or its written request for revisions
         within 15 days after Landlord receives any required revisions to them,
         Tenant will receive a credit against Base Rent beginning on the
         Commencement Date equal to one day's Base Rent for each day subsequent
         to the 15th day after Tenant's submittal until the day of Landlord's
         response. Except as provided in Paragraph 2 above, no delays in the
         design or performance of Tenant's Work will change the Start Date or
         the Commencement Date. Upon completion of Tenant's Work, Tenant will
         provide Landlord a complete set of reproducible as-built plans of the
         Premises. If Tenant fails to provide such plans, Landlord may obtain
         them, directly or by field verification, and charge Tenant for all
         costs incurred by Landlord in doing so. No approval by Landlord of the
         Preliminary Plans, the Construction Documents or any revisions to them
         will constitute a representation or warranty by Landlord as to the
         adequacy or sufficiency of such plans, or the improvements to which
         they relate, for any use, purpose or condition, but such approval will
         merely be the consent of Landlord to the construction or installation
         of improvements in the Mandatory Expansion Area according to such
         plans.

              8.   Tenant's Work. During the Tenant Finish Period, Tenant, at
         its expense, will construct or cause to be constructed in the Mandatory
         Expansion Area all work necessary to bring the Mandatory Expansion Area
         into a first class condition consistent with the use specified in the
         Lease and with Section 6.1, including, but not limited to: leasehold
         improvements to the 32/nd/ floor of the Mandatory Expansion Area and
         paint and carpet as required on the 31/st/ and 34/th/ floors of the
         Mandatory Expansion Area according to the Construction Documents
         approved by Landlord ("Tenant's Work"). Tenant, at its expense, will
         obtain: (i) all permits (including, without limitation, building
         permits) required under this Work Letter; (ii) all contracts and
         insurance required under this Work Letter; and (iii) all certificates
         required for occupancy of the Mandatory Expansion Area from the
         appropriate governmental authorities. Tenant will cause all Tenant's
         Work to be diligently completed in a professional and workmanlike
         manner, according to the approved Construction Documents and all
         applicable laws, and free and clear of any liens or claims for liens.

              9.   Tenant's Contractor. Landlord will have the right to approve
         Tenant's contractor ("Contractor") and all subcontractors, which
         approvals will not be unreasonably withheld or delayed. Landlord will
         provide Tenant with a list of contractors and subcontractors that are
         acceptable to Landlord. Tenant may select its Contractor and
         subcontractors from such list or may request Landlord's approval of a
         Contractor and subcontractors not on such list. Tenant will not execute
         any contract for the performance of Tenant's Work until Landlord's
         approvals of the Contractor and subcontractors have been obtained, and
         Tenant will cause its proposed Contractor and subcontractors (if not on
         such list) to submit such information, including financial information,
         as may be reasonably required by Landlord to determine whether such
         Contractor and subcontractors should be approved.

               10. Construction Contract. Tenant's construction contract for
                   Tenant's Work will provide (and Tenant will deliver a copy of
                   it to Landlord so that Landlord may confirm it provides)
                   that: (i) Contractor will obtain a payment and performance
                   bond in the amount of 100% of the cost of constructing
                   tenant's Work, from a surety company mutually acceptable to
                   Tenant and Landlord; (ii) construction of Tenant's Work will
                   not interfere with Landlord's or Landlord's tenants'
                   activities in, or use or enjoyment of, the Building; (iii)
                   Contractor will cooperate with other contractors in the
                   Building to insure harmonious working relationships,
                   including, without limitation, coordinating with other
                   contractors in the Building concerning use of elevators,
                   trash removal and water and utility usage; (iv) Contractor
                   will leave all Common Areas in neat, clean, orderly and safe
                   condition at the end of each day during construction of
                   Tenant's Work; (v) Contractor will procure and maintain and
                   cause its subcontractor(s) to procure and maintain the
                   insurance described in Paragraph 11 below; (vi) upon
                   completion of Tenant's Work, Contractor will provide to
                   Landlord and Tenant as-built drawings together with
                   mechanical balance reports and any maintenance manuals on
                   equipment installed in the Mandatory Expansion Area as part
                   of Tenant 's Work; (vii) any purchased material remaining
                   after completion of the subject portion of Tenant's Work
                   (such as, for example, extra paint, wall coverings or carpet)
                   will be given by Contractor to Landlord for use in subsequent
                   repairs; and (viii) all labor and material supplied according
                   to the

                                      B-4
<PAGE>

                   contract will be fully warranted by Contractor for a period
                   of not less than one year from substantial completion of
                   Tenant's Work and such warranty will provide that it is for
                   the benefit of both Landlord and Tenant and may be enforced
                   by either. The construction contract will also contain the
                   following indemnification and defense provision:

                           "Contractor will protect, defend, hold harmless, and
                           indemnify [Landlord's name to be inserted] and its
                           successors, assigns, directors, officers and
                           employees (collectively, "Indemnitees") from and
                           against all claims, actions, liabilities, damages
                           losses, cost and expense (including attorney's fees)
                           arising out of or resulting from the performance of
                           the work contemplated by this contract by Contractor
                           or any of its subcontractors, provided that any such
                           claims, action, liabilities, damages, losses, cost or
                           expense (i) are attributable to bodily injury,
                           sickness, disease, or death, or to injury to or
                           destruction of tangible property (other than the work
                           contemplated by this contract itself) including the
                           loss of use resulting therefrom, and (ii) are caused
                           in whole or in part by the negligent act or omission
                           of Contractor, any subcontractor, or any of them may,
                           directly or indirectly, be liable. Such obligations
                           will not be construed to negate, abridge or otherwise
                           reduce any other right or obligation of indemnity
                           which would otherwise exist as to any party or person
                           described in this paragraph.

                           Contractor agrees to protect, defend, hold harmless
                           and indemnify the Indemnitees from and against any
                           and all claims, actions, liabilities, damages,
                           losses, costs, and expenses (including attorneys'
                           fees) arising out of or resulting from Contractor's
                           failure to purchase all insurance required under
                           Paragraph 11 of the Possession and Leasehold
                           Improvements Agreement attached to and made a part of
                           the Lease Agreement dated [Date of Lease to be
                           inserted] between Landlord's name to be inserted] and
                           [Tenant's name to be inserted], and Contractor's
                           failure to require and obtain proper insurance
                           coverage from its subcontractors. In any and all
                           claims against the Indemnitees or employee of
                           Contractor or any subcontractor, anyone directly or
                           indirectly employed by any of them or anyone for
                           whose acts any of them may be liable, the
                           indemnification obligation under this provision will
                           not be limited in any way be any limitation of the
                           amount or type of damages, compensation or benefits
                           payable by or for Compensation Acts, disability
                           benefit acts, or other employee benefit acts. The
                           indemnification and defense obligations stated above
                           will not apply to any claims, actions, liabilities,
                           damages, losses, cost or expenses caused directly and
                           solely by the affirmative gross negligence or
                           intentional tortious act of the Indemnities."

         11.      Contractor's Insurance. Tenant will cause Contractor (and,
         except as provided below, all of Contractor's subcontractors) to
         procure and maintain in effect during the entire period of construction
         of Tenant's Work the following insurance:

              (a) Worker's compensation insurance with statutory benefits and
              limits which fully comply with all state and federal requirements;

              (b) Employer's liability insurance with limits of not less than
              $200,000.00;

              (c) Automobile liability insurance including owned, non-owned,
              leased and hired car coverage, naming Landlord as an additional
              insured, providing primary (and not contributing) coverage, and
              containing cross-liability and severability of interest clauses;
              limits of contract for the performance of Tenant's Work is
              $150,000.00 or less, coverage will be in an amount of not less
              than $1,000,000.00 combined contract is over $150,000.00, coverage
              will be in an amount of not less than $1,000,000.00 combined
              single limit per occurrence;

              (d) Comprehensive general liability insurance including personal
              injury, owner's and contractor's protective liability, explosion,
              collapse and underground damage liability endorsement (commonly

                                      B-5
<PAGE>

              called X, C and U hazard), products, completed operations, blanket
              contractual and broad form property damage coverage, naming
              Landlord as an additional insured, providing primary (and not
              contributing) coverage, and containing cross-liability and
              severability of interest clauses; limits of liability will be as
              follows: if the total amount of Contractor's contract for the
              performance of Tenant's Work is $150,000.00 or less, coverage will
              be in an amount of not less than $2,000,000.00 combined single
              limit per occurrence; if the total amount of Contractor's contract
              is over $150,000.00, coverage will be in an amount of not less
              than $5,000,000.00 combined single limit per occurrence; and

              (e) "All risk" builders risk property insurance for the full
              replacement cost of Tenant's Work on a completed value basis,
              naming Landlord as a loss payee, as its interest may appear,
              providing primary (and not contributing) coverage, and including a
              waiver of all rights of subrogation against Landlord.

         All of the above insurance policies must be placed with insurance
         companies reasonably acceptable to Landlord and must be endorsed to
         require 30 days' written notice to Landlord prior to any cancellation
         or material changes in coverage. Prior to the commencement of any
         Tenant's Work, Tenant will cause Contractor to deliver to Landlord
         original certificates of insurance evidencing the insurance coverage
         required above. Tenant will also cause Contractor to deliver to
         Landlord original certificates of insurance evidencing the insurance
         coverage required above. Tenant will also cause Contractor to obtain
         certificates or evidence of similar insurance from each of Contractor's
         subcontractors before their work commences and deliver such
         certificates or evidence to Landlord. Each subcontractor must be
         covered by insurance of the same character and in the same amount as
         specified for Contractor above, except that (i) a subcontractor's
         comprehensive general liability insurance will have combined single
         limits not less than $2,000,000.00 per occurrence, if the total amount
         of Contractor's contract for the performance of Tenant's Work is
         $150,000 or less, and not less than $5,000,000.00 per occurrence, if
         the total amount of Contractor's contract is over $150,000.00; (ii) so
         long as Contractor's builders risk policy covers all of Tenant's Work,
         no subcontractor will be required to maintain builders risk Contractor
         and Landlord may agree to lesser limits in writing because of the
         nature of the particular subcontract work.

              12. Additional Requirements Concerning Tenant's Work. The
         following additional requirements will apply to Tenant's Work:

              (a) All of Tenant's Work will be: (i) of a quality at least equal
              to Building standard; (ii) completed only according to the
              Construction Documents approved by Landlord; (iii) conducted in a
              manner so as to maintain harmonious labor relations and not to
              interfere with or delay any other work or activities being carried
              on by Landlord or Landlord's contractors or other tenants; (iv)
              designed, performed and completed in substantial compliance with
              all applicable standards and regulations established by Landlord
              and provided to Tenant in advance of the commencement of
              construction of Tenant's Work as well as all safety, fire,
              plumbing and electrical and other codes and governmental and
              insurance requirements; (v) completed only by the Contractor
              approved by Landlord; (vi) coordinated by the approved Contractor
              so as to insure timely completion; and (vii) performed and
              conducted in such a manner so as not to alter the structure or
              systems of the Building.

              (b) Under no circumstances will Tenant, Contractor or any of their
              authorized representatives ever alter or modify or in any manner
              disturb any "Central" (as defined below) system or installation of
              the Building, including, without limitation, the Central plumbing
              system, Central electrical system, Central heating, ventilating
              and air conditioning system, Central fire protection and fire
              alert system, Central Building maintenance systems, Central
              structural system, elevators and anything located within the
              Central core of the Building. Only with Landlord's express written
              permission will Tenant, Contractor or their authorized
              representatives alter or modify or in any manner disturb any
              "Branch" (as defined below) of any Central system or installation
              of the Building which serves or is located within the Premises.
              "Central" means that portion of any Building system or component
              which is within the core of the Building system or component which
              is within the core of the Building or common to or serves or
              exists for the benefit of other tenants in the Building, and
              "Branch" means that portion of any Building system or component
              which serves to connect or extend Central systems to the Premises.
              Any and all interfacing with, or tie-ins to, any Central Building
              systems or Branches will be scheduled with Landlord not later than
              5 days prior to the commencement of any such work. Any such
              interfacing with, or tie-ins

                                      B-6
<PAGE>

              to, any such Building systems, and any checks of such interfacing
              or tie-ins, will be performed only after the same have been
              scheduled with, and approved by, Landlord.

              (c) Contractor may submit to Landlord written request for use of
              any Building standard materials which have been prestocked by
              Landlord. Any such request will indicate the quantity and
              description of the prestocked materials needed. Contractor will be
              responsible for the relocation and allocation of any such
              materials to the Mandatory Expansion Area under the supervision
              of, and only with the consent of, Landlord's Representative or
              contractor. Contractor will be solely and exclusively responsible
              for signing for and verifying any such prestocked materials so
              used. Tenant will pay Landlord as a part of Tenant's Costs the
              value of any prestocked materials so requested by Contractor from
              Landlord. The value of any such prestocked materials will be
              determined by the quantities required in accordance with generally
              accepted costs in the metropolitan area in which the Building is
              located.

              (d) All construction personnel engaged in the performance of
              Tenant's Work must use the Building's freight elevator and not the
              passenger elevators for access to the Premises. All deliveries of
              materials for use in connection with the construction of Tenant's
              Work requiring the freight elevator of the Building must be
              scheduled in advance with Landlord. In addition, any of Tenant's
              Work which is to be performed during hours other than Business
              Hours must be scheduled in advance with Landlord.

              (e) Tenant agrees that if Contractor fails to leave all Common
              Areas in a neat, clean, orderly and safe condition at the end of
              each day during construction of Tenant's Work, Landlord will have
              the right to immediately take such action as Landlord deems
              appropriate to render the Common Areas neat, clean, orderly and
              safe and Tenant will, upon Landlord's written demand, reimburse
              Landlord for all Landlord's costs of taking such action.

              13. Landlord's Services; Construction Administration. During
         construction of Tenant's Work, Landlord will provide the following
         services related to such construction, the cost of which will be paid
         by Tenant as a part of Tenant's Costs: all electricity and other
         utilities; refuse removal (including dumpsters); and any other services
         requested by Tenant or Contractor that Landlord agrees to provide (such
         as engineering, maintenance or housekeeping services). In addition,
         Landlord will provide construction administration with respect to
         Tenant's Work and Tenant shall pay to Landlord the Construction
         Administration Fee. All Tenant's Costs that are payable to Landlord
         will be paid by Tenant within 30 days after the date of Landlord's
         invoice.

              14. Inspection; Stop Work; Noncomplying Work. Landlord reserves
         the right to inspect Tenant's Work in the Mandatory Expansion Area at
         all reasonable times, provided that such inspection(s) will in no way
         make Landlord responsible for any of Tenant's Work and will not
         constitute a representation or warranty by Landlord as to the adequacy
         or sufficiency of Tenant's Work. Landlord reserves the right to stop
         any and all work performed (or to be performed) if Landlord considers
         any such work, or its performance, to be dangerous or creating a
         nuisance, or otherwise injurious to Tenant, Landlord or any other
         Building tenants. If any inspection by Landlord reveals any items of
         Tenant's Work that does not comply with Tenant's obligations under this
         Work Letter, Landlord may so notify Tenant and require that the item be
         corrected to so comply. Within 10 days after the date of any such
         notice from Landlord, Tenant will begin correction of any such
         noncomplying item and will then promptly and diligently pursue such
         correction to completion. If any such item is not so corrected,
         Landlord may enter the Mandatory Expansion Area at any time and correct
         the item at Tenant's expense (to be paid by Tenant promptly upon
         demand).

              15. Mechanics' Liens. In the conduct of Tenant's Work, Tenant will
         take all action necessary to ensure that no mechanic's or other liens
         attach to the Premises, Mandatory Expansion Area or Building. Without
         limitation, Tenant will post notices, with form and content and in the
         manner as specified by any applicable law, notifying all persons or
         entities which may supply labor or materials in connection with
         Tenant's Work that Landlord's interest in the Premises, Mandatory
         Expansion Area and Building will not be subject to any lien for the
         same. If any such lien should be filed, the provisions of Section 10 of
         the Lease will apply.

                                      B-7
<PAGE>

              16. Landlord's Allowance. Landlord agrees to pay Tenant the
         "Allowance", to be applied to the cost of designing and performing
         Tenant's Work, in progress payments after the commencement of the
         Tenant Finish Period. Such progress payments will be made not later
         than 30 days after receipt by Landlord from Tenant of copies of
         Tenant's invoices from Contractor (and, where applicable, copies of
         Contractor's invoices from its subcontractors or suppliers) together
         with a certificate from Tenant's Architect (or other evidence
         satisfactory to Landlord) indicating that the work to which such
         invoices relate has been substantially completed and/or the materials
         to which such invoices relate have been installed in, or delivered to,
         the Premises. Such progress payments will be made payable to Tenant and
         Contractor, and will be for the amount of the submitted invoices, less
         a 10% retainage. As a condition precedent to Landlord's issuing any
         such progress payment subsequent to the first such progress payment,
         Tenant will deliver to Landlord original lien waivers from Contractor
         and any applicable subcontractor or supplier indicating the claims for
         mechanics' or materialmen's liens with respect to the labor and
         materials reflected in the invoiced submitted for the immediately
         preceding progress payment have been waived. A further condition
         precedent to Landlord's issuing the last such payment for the amount of
         the retainage will be that Landlord has received from Tenant (either
         prior to or simultaneously with the issuance of such final payment) the
         following: (i) written notice from Contractor and Tenant 's Architect
         (or other evidence satisfactory or Landlord) that Tenant's Work has
         been completed (including completion of any punch list items); (ii)
         final and unconditional original lien waivers from Contractor and all
         subcontractors, suppliers, materialmen and other parties who performed
         labor at, or supplied materials to, the Mandatory Expansion Area in
         connection with Tenant's Work; and (iii) a copy of the certificate of
         occupancy for the Mandatory Expansion Area issued by the appropriate
         governmental authorities. Landlord will have no obligation to make any
         such progress payment at any time that a Default exists under the Lease
         and the total of all such progress payments will in no event exceed the
         amount of the Allowance.

              17. General. Failure by Tenant to pay any amounts due under this
         Work Letter will have the same effect as failure to pay Rent under the
         Lease, and such failure or Tenant's failure to perform any of its other
         obligations under this Work Letter will constitute a Default under
         Section 20.1 of the Lease, entitling Landlord to all of its remedies
         under the Lease as well as all remedies otherwise available to
         Landlord.

                                      B-8
<PAGE>

                                   EXHIBIT C
                                BORDEN BUILDING
                        OCCUPANCY ESTOPPEL CERTIFICATE


THIS OCCUPANCY ESTOPPEL CERTIFICATE ("Certificate") is given by ("Tenant") to
---------------------------------------------------
UNIVERSITY TOWN CENTER ASSOCIATES L.P. ("Landlord"), with respect to that
certain Lease Agreement dated July 25, 2000 ("Lease"), under which Tenant has
leased from Landlord certain premises known as Suites 1300, 1400, 3100, 3200,
3300, and 3400 ("Premises") in the Borden Building ("Building").

In consideration of the mutual covenants and agreements stated in the Lease, and
intending that this Certificate may be relied upon by Landlord and any
prospective purchaser or present or prospective mortgagee, deed of trust
beneficiary or ground lessor of all or a portion of the Building, Tenant
certifies as follows:

     1.   Except for those terms expressly defined in this Certificate, all
initially capitalized terms will have the meanings stated for such terms in the
Lease.

     2.   Landlord first delivered possession of the Premises to Tenant (either
for occupancy by Tenant or for the commencement of construction by Tenant) on
_______________, 20 ____.

     3.   Tenant moved into the Premises (or otherwise first occupied the
Premises for Tenant's business purposes) on ____________________, 20 ____.

     4.   The Commencement Date occurred on _______________, 20___, and the
Expiration Date will occur on ____________________, 20 ____.

     5.   Tenant's obligation to make monthly payments of Base Rent under the
Lease began (or will begin) on __________________, 20 ____.

     6.   Tenant's obligation to make monthly estimated payments of Additional
Rent under the Lease began (or will begin) on _________________, 20___.

     Executed this _______ day of 2000.

                                                TENANT:
                                                RESOURCE PARTNER, INC.




                                                By:___________________________

                                                Printed Name:_________________

                                                Title:________________________

                                      C-1
<PAGE>

                                   EXHIBIT D
                            BORDEN BUILDING OFFICE
                             RULES AND REGULATIONS

     1.   Rights of Entry. Tenant will have the right to enter the Premises at
any time, but outside of Building Business Hours Tenant will be required to
furnish proper and verifiable identification. Landlord will have the right to
enter the Premises at all reasonable hours to perform janitorial services or
clean windows; and also at any time during the last 12 months of the Term, with
reasonable prior notice to Tenant, to show the Premises to prospective tenants.

     2.   Right of Exclusion. Landlord reserves the right to require each person
entering the Building to sign a register and either (i) to present a Building
pass, or (ii) to be announced to the tenant such person is visiting and to be
accepted as a visitor by such tenant or to be otherwise properly identified.
Landlord may exclude from the Building any person who cannot comply with such
requirement. Landlord also reserves the right to require any person leaving the
Building to sign a register or to surrender any special entry pass given to such
person. If Landlord elects to excise the rights reserved above, Landlord will
furnish a Building pass to all persons designated by Tenant in writing. Finally,
Landlord reserves the right to exclude or expel from the Building any person
who, in Landlord's judgment, is intoxicated or under the influence of alcohol or
drugs.

     3.   Obstruction.  Tenant will not obstruct or place anything in or on the
sidewalks or driveways outside the Building, or in the lobbies, corridors,
stairwells or other Common Areas. Landlord may remove, at Tenant's expense, any
such obstruction or thing without notice or obligation to Tenant.

     4.   Refuse. Tenant will place all refuse in the Premises in proper
receptacles provided and paid for by Tenant, or in receptacles provided by
Landlord for the Building, and will not place any litter or refuse on or in the
sidewalks or driveways outside the Building, or the Common Areas, lobbies,
corridors, stairwells, ducts or shafts of the Building.

     5.   Public Safety. Tenant will not throw anything out of doors, windows or
skylights, down passageways or over walls. Tenant will not use any fire exits or
stairways in the Building except in case of emergency.

     6.   Keys; Locks. Landlord may from time to time install and change locks
on entrances to the Building, Common Areas and the Premises, and will provide
Tenant a reasonable number of keys to meet Tenant's requirements. If Tenant
desires additional keys, they will be furnished by Landlord and Tenant will pay
a reasonable charge for them. Tenant will not add or change existing locks on
any door in or to the Premises without Landlord's prior written consent. If with
Landlord's consent, Tenant installs lock(s) incompatible with the Building
master locking system:

               (a) Landlord, without abatement of Rent, will be relieved of any
               obligation under the Lease to provide any service that requires
               access to the affected areas:

               (b) Tenant will indemnify Landlord against any expense as a
               result of forced entry to the affected areas which may be
               required in an emergency; and

               (c) Tenant will, at the end of the Term and at Landlord's
               request, remove such lock(s) at Tenant's expense.

          At the end of the Term, Tenant will promptly return to Landlord all
keys for the Building and Premises which are in Tenant's possession.

     7.   Aesthetics. Tenant will not attach any awnings, signs, displays or
projections to the outside or inside walls or windows of the Building which are
visible from outside the Premises without Landlord's prior

                                      D-1
<PAGE>

written approval, which may be withheld in Landlord's sole discretion. Tenant
will use only Building Standard lighting in areas where such lighting is visible
from outside the Building.

     8.   Window Treatment. If Tenant desires to attach or hang any curtains,
blinds, shades or screens to or in any window or door of the Premises, Tenant
must obtain Landlord's prior written approval. Tenant will not coat or sunscreen
the interior or exterior of any windows without Landlord's express written
consent. Tenant will not place any objects on the windowsills that cause, in
Landlord's reasonable opinion, an aesthetically unacceptable appearance.

     9.   Directory Boards. The Building office directory boards have a limited
capacity; however, Landlord will make every reasonable effort to accommodate
Tenant's requirements.

     10.  Building Control. Landlord reserves the right to control and operate
the Common Areas as well as facilities furnished for the common use of tenants
in such manner as Landlord deems best for the benefit of tenants generally.
Landlord reserves the right to prevent access to the Building during an
emergency by closing the doors or otherwise, for the safety of tenants and
protection of the Building and property in the Building.

     11.  Engineering Consent. All plumbing, electrical and heating, ventilating
and air conditioning ("HVAC") work for and in the Premises requires Landlord's
prior written consent to maintain the integrity of the Building's electrical,
plumbing and HVAC systems.

     12.  HVAC Operation. Tenant will not place objects or other obstructions on
the HVAC convectors or diffusers and will not permit any other interference with
the HVAC system. Whenever the HVAC system is operating, Tenant will cause the
shades, blinds or other window coverings in the Premises to be drawn as
reasonably required by the position of the sun.

     13.  Plumbing. Tenant will only use plumbing fixtures for the purpose for
which they are constructed. Tenant will pay for all damages resulting from any
misuse by Tenant of the plumbing fixtures.

     14.  Equipment Location. Landlord reserves the right to specify where
Tenant's heavy business machines, mechanical equipment and heavy objects will be
placed in the Premises in order to best absorb and prevent vibration, noise and
annoyance to other tenants, and to prevent damage to the Building. Tenant will
pay the cost of any required professional engineering certification or
assistance.

     15.  Bicycles; Animals. Tenant will not bring into, or keep about, the
Premises any bicycles, vehicles, birds, animals (except seeing eye dogs) or
organic Christmas decor of any kind. Bicycles and vehicles may only be parked in
areas designated for such purpose.

     16.  Carpet Protection. In those portions of the Premises where carpet has
been provided by Landlord, Tenant will, at its own expense, install and maintain
pads to protect the carpet under all furniture having castors other than carpet
castors.

     17.  Proper Conduct. Tenant will conduct itself in a manner which is
consistent with the character of the Building and will ensure that Tenant's
conduct will not impair the comfort or convenience of other tenants in the
Building.

     18. Elevators. Any use of the elevators for purposes other than normal
passenger use (such as moving to or from the Building or delivering freight),
whether during or after Building Business Hours, must be scheduled through the
office of the Property Manager. Tenant will reimburse Landlord for any extra
costs incurred by Landlord in connection with any such non-passenger use of the
elevators.

     19.  Deliveries. Tenant will ensure that deliveries of materials and
supplies to the Premises are made through such entrances, elevators and
corridors and at such times as may from time to time be reasonably designated by
Landlord. Such deliveries may not be made through any of the main entrances to
the Building without Landlord's prior permission. Tenant will use or cause to be
used, in the Building, hand trucks or

                                      D-2
<PAGE>

other conveyances equipped with rubber tires and rubber side guards to prevent
damage to the Building or property in the Building. Tenant will promptly pay
Landlord the cost of repairing any damage to the Building caused by any person
making deliveries to the Premises.

     20.  Moving. Tenant will ensure that furniture and equipment and other
bulky matter being moved to or from the Premises are moved through such
entrances, elevators and corridors and at such times as may from time to time be
reasonably designated by Landlord, and by movers or a moving company reasonably
approved by Landlord. Tenant will promptly pay Landlord the cost of repairing
any damage to the Building caused by any person moving any such furniture,
equipment or matter to or from the Premises.

     21.  Solicitations. Canvassing, soliciting and peddling in the Building are
prohibited and Tenant will cooperate in preventing the same.

     22.  Food. Only persons approved from time to time by Landlord may prepare,
solicit orders for, sell, serve or distribute food in or around the Building.
Except as may be specified in the Lease or on construction drawings for the
Premises approved by Landlord, and except for microwave cooking, Tenant will not
use the Premises for preparing or dispensing food, or soliciting of orders for
sale, serving or distribution of food.

     23.  Parking Rules and Regulations. Tenant will comply with all reasonable
rules and regulations applicable to the parking facilities serving the Building
as determined by the parking facility operator.

     24.  Hazardous Substances. Except as may be expressly permitted by Landlord
in writing, Tenant will not store, use, release, produce, process or dispose in,
on or about, or transport to or from, the Premises, Building or Complex any
Hazardous Substances. Landlord has disclosed to Tenant that the Building
contains asbestos containing material in sealed pipe chases, certain floor tiles
that are not in the Premises and in certain other areas that are normally not
accessible to tenants ("ACM"). Landlord has established an ACM management
program that will govern all work in the Building that could disturb any ACM.
Regardless of any provision of the Lease to the contrary, Tenant will not
undertake any work in the Premises (including, without limitation, any
alteration, repair, maintenance, restoration or removal work contemplated by
Sections 8.1, 9.1 12.2 or 16.1 of the Lease) that could disturb any ACM without
first notifying Landlord of the proposed work and cooperating with Landlord to
ensure that such work complies with Landlord's ACM program. Tenant agrees that
its failure to comply with this Section 24 will constitute a material breach of
the Lease; however, such agreement will not be deemed to limit the materiality
of any other Tenant breach of the Lease for failure to comply with any other
Rules and Regulations.

     25.  Employees, Agents and Invitees. In these Rules and Regulations,
"Tenant" includes Tenant's employees, agents, invitees, licensees and others
permitted by Tenant to access, use or occupy the Premises.

     26.  Work Orders. Tenant requirements will be attended to only upon
application to Landlord. Building employees shall not be requested to perform,
and shall not be requested by any tenant to perform, any work outside of regular
duties, unless under specific instructions from Landlord.

                                      D-3
<PAGE>

                                   EXHIBIT E
                            BORDEN BUILDING PARKING

     1.   TERM: Provided that Tenant is not in default of the Lease, Tenant may
          ----
take up to fourteen (14) unreserved parking permits in the Borden Building
Garage as designated by Landlord ("Parking Facilities") for a term concurrent
with the term of the Lease under Section 1.1(f).

     1.1  FRACTIONAL MONTH: If the Commencement Date is not the 1st day of the
          ----------------
month then the 1st month of assessment of parking fees shall be a fractional
month and each subsequent month shall begin on the first day and end on the last
day of a month.

     2.   FEES: The monthly fee for access to the Parking Facilities shall be
          ----
seventy percent (70%) of the rate designated by Landlord as standard for the
Building per space per month. On the execution date of the Lease, the standard
rate is $ 135.00 for each unreserved parking permit. Landlord shall provide
Tenant at least thirty (30) days notice of any change in the parking rates at
the Parking Facilities and the giving of such notice shall be deemed an
amendment to this Lease and Tenant shall thereafter pay the adjusted rent. All
payments of rent for parking permits shall be made (i) at the same time as Base
Rent is due under the Lease and (ii) to Landlord or to such persons (for example
but without limitation, the manager of the Garage) as Landlord may direct from
time to time.

     For each parking access card, a $20.00 non-refundable processing fee will
be charged. For each lost parking access card, a non-refundable processing fee
of $20.00 will be charged for the first replacement, increasing in $5.00
increments for additional replacements thereafter. Parking access cards not
working properly will be exchanged at no charge. Parking access cards will not
be activated until the user provides Landlord with the vehicle's license plate
number.

     3.   USE:  Tenant's parking spaces will be for its employee's use only
          ----
("PATRON"). PATRONS will be granted access to the parking facilities only upon
the signing of a Parking License with LANDLORD. TENANT and PATRONS also agree to
abide by Landlord's Parking Rules and Regulations. Parking access does not
include storage, and storage of vehicles is prohibited.

     4.   ASSIGNMENT:  The privilege of access to the Parking Facilities shall
          -----------
not be assignable by Tenant. Landlord reserves the right to freely assign these
parking rights to any subsequent owner or manager of the Parking Facility.

     5.   INDEMNIFICATION: Each party waives all claims against the other
          ---------------
for damage to any property or injury or death of any person in, upon or abut the
Parking Facility arising at any time and from any cause other than the
negligence or willful act of the other party, the employees or agents. This
indemnity obligation shall include reasonable attorneys' fees, investigation
costs and all other reasonable costs and expenses incurred by a party from the
first notice that any claim or demand is to be made or may be made against that
party. The provisions of this indemnity shall survive the termination of this
Lease with respect to any damage, injury or death occurring on or prior to such
termination.

     6.   DISCLAIMER: The Parking Facility only provides a license to park at
          ----------
TENANT'S sole risk. No bailment is created. Landlord does not provide
safekeeping, nor shall it be deemed an insurer for vehicles or their contents.
Landlord will not be responsible for fire, theft, damage or loss. Attendants are
present solely to assist Tenant and its employees and are unable to verify
ownership of the vehicles departing any facility. No representation, guaranty or
warranty is made or assurance given that any communication or security systems ,
devises or procedures in the Parking Facilities will be effective to prevent
injury to Tenant, Patrons or any other person, and Landlord reserves the right
to discontinue or modify at any time such communicates or security systems or
procedures without liability to Tenant or Patrons.

     7.   DAMAGE TO OR CONDEMNATION OF PARKING FACILITIES: If Landlord fails or
          -----------------------------------------------
is unable to provide any parking space to Tenant in the Parking Facilities
because of damage or condemnation, such failure or inability shall never be
deemed to be a default by Landlord as to permit Tenant to terminate the Lease,
either in whole or in part, but Tenant's obligation to pay rent for any such
parking space which is

                                      E-1
<PAGE>

not provided by Landlord shall be abated for so long as Tenant does not have the
use of such parking space and such abatement shall constitute full settlement of
all claims that Tenant might otherwise have against Landlord by reason of such
failure or inability to provide Tenant with such parking space.

     8.   RULES AND REGULATIONS: A condition of any parking shall be compliance
          ---------------------
by the patron with Parking Facilities rules and regulations, including any
sticker or other identification system established by Landlord. Parking
Facilities managers or attendants are not authorized to make or allow any
exceptions to these Rules and Regulations. The following rules and regulations
are in effect until notice is given to Tenant of any change. Landlord reserves
the right to modify and/or adopt such other reasonable and generally applicable
rules and regulations for the Parking Facilities as it deems necessary for the
operation of the Parking Facilities.

          (a)  Cars must be parked entirely within the stall lines painted
               on the floor.

          (b)  All directional signs and arrows must be observed.

          (c)  The speed limit shall be five (5) miles per hour.

          (d)  Parking is prohibited in areas not striped for parking, aisles,
areas where "no parking" signs are posted, in cross hatched areas and in such
other areas as may be designated by Landlord or Landlord's agent(s) including,
but not limited to, areas designated as "Visitor Parking" or reserved spaces not
rented under this Agreement.

          (e)  Every patron is required to park and lock his own car. All
responsibility for damage to cars or persons or loss of personal possessions is
assumed by the patron.

          (f)  Spaces which are designated for small, intermediate or full-sized
cars shall be so used. No intermediate or full-size cars shall be parked in
parking spaces limited to compact cars.

     9.   DEFAULT: Failure to promptly pay the rent required hereunder shall
          -------
constitute a default under the Lease and Landlord, may, at its option and in
addition to all other remedies provided for in the Lease, terminate Tenant's
rights to use the Parking Facilities. Landlord may refuse to permit any person
who violates the rules to park in the Parking Facilities and any violation of
the rules shall subject the car to removal at the car owner's expense. No such
refusal or removal shall create any liability on Landlord or be deemed to
interfere with Tenant's right

                                      E-2
<PAGE>

                                   EXHIBIT G

                               LICENSE AGREEMENT

     THIS LICENSE AGREEMENT ("License") is made and entered into as of the 20th
of October, 1999, by and between reSOURCE PARTNER ("Licensor"), and PEOPLESOFT,
INC., a Delaware corporation ("Licensee").

                                   RECITALS

     A.   Licensor is a tenant in the building located on that certain real
property and improvements located at 180 East Broad Street, 31/st/ floor,
                                     ------------------------------------
Columbus, Ohio 43215-3761, as shown on Exhibit A attached hereto (collectively,
-------------------------              ---------
the "Property").

     B.   Licensee desires to obtain from Licensor a license to occupy a
portion of the Property as shown on Exhibit A attached hereto (the "Premises")
                                    ---------
for the purpose of general office use, storage and training given by Licensee to
users of Licensee's software. Licensor desires to grant Licensee a license to
occupy the Premises for such purpose upon the terms and conditions set forth in
this License.

                                   AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing, the promises and mutual
convenants set forth in this License and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto hereby agree as follows:

     1.   Grant of License; Term. Licensor hereby grants to Licensee a license
          ----------------------
and permission to enter upon and use the Premises for the purpose set forth in
Recital B for a period commencing on "The Occupancy Date", November 2, 1999 and
continuing until November 1, 2000 (the "Term"), unless sooner terminated as
provided herein. In connection with such license, Licensor shall provide
Licensee with security access to the Premises and such other information and/or
items relating to the Premises as described on Exhibit B attached hereto (the
                                               ---------
"Building Checklist").

     2.   Payment Terms.
          -------------
          a.   License Fee. Effective as of the Occupancy Date, Licensee shall
               -----------
pay to Licensor a license fee for the use of the Premises in the amount of
$93,033.50 per quarter (the "License Fee") which shall be payable on the
----------
"Occupancy Date". The first quarter shall begin on the Occupancy Date. The first
payment shall be made on the tenth (10/th/) day after the Occupancy Date. Except
for the License Fee, License shall have no obligation to make any payments under
this Agreement, or except as specifically set forth in this agreement,
including, but not limited to, operating expenses, taxes, or additional payments
payable by Licensor to the owner of the Premises under the lease for the
Premises between Licensor and the owner, unless agreed upon in writing by both
Licensor and Licensee.

     b.   Refund of License Fee. Notwithstanding anything to the contrary
          ---------------------
contained herein, Licensee shall receive a refund of the License Fee upon the

                                                                               1
<PAGE>

     occurrence of the following events (each, an "Event"): (i) Licensee is
     prevented from using the Premises for any reason or is unable to conduct
     its training classes, other than due to an act or omission of Licensee,
     (ii) the occurrence of any of the events set forth in Section 11 or (iii)
     as otherwise provided in this Agreement. The License Fee shall be refunded
     to Licensee based on the number of days that the Event continues; provided,
     however, in the event that Licensee elects to terminate the Agreement as
     permitted herein, Licensee shall receive a refund of the License Fee
     prorated based on the number of days remaining in the quarter for which the
     License Fee has been paid, commencing on the date of the occurrence of the
     Event. Such refund shall be payable to Licensee upon ten(10) days written
     notice to Licensor.

     3.   Utilities.  At all times during the Term, at Licensor's sole cost and
          ---------
expense, Licensor shall furnish all services, utilities and other facilities to
the Premises that is provided to other tenants or occupants of the Property.
All such utilities, services and other facilities shall be furnished to Licensee
on the same basis and pursuant to the same conditions as provided to other
tenants or occupants of the Property.

     4.   Condition of Premises. Licensor shall be obligated to make the
          ---------------------
Premises suitable for Licensee's intended use, which shall include, but not be
limited to, compliance with the requirements set forth on Exhibit B attached
                                                          ---------
hereto (the "Building Checklist") and the requirements relating to hardware and
network configuration which are attached hereto as Exhibit C (the "Configuration
                                                   ---------
Checklist").

     5.   Maintenance and Repair; Alterations. At all times during the Term, at
          -----------------------------------
Licensor's sole cost and expense, Licensor shall provide janitorial and repair
and maintenance services to the premises on the same basis that such services
are provided to other tenants or occupants of the Property. Licensor shall be
responsible for all repairs and maintenance required for lawful, safe and
customary use and occupancy of the Premises. However, Licensee shall be
responsible for the maintenance and repair of all equipment which is owned or
leased by Licensee, and as part of such responsibility, shall cuase Licensee's
equipment on the Premises to be covered by valid policies of property insurance.

     6.   Hardware/Software Requirements.
          ------------------------------

          (a)  Hardware. In addition to providing Licensee with the required
               --------
     hardware and related facilities in accordance with Exhibit C at its sole
                                                        ---------
     cost and expense, Licensor shall ensure that all required hardware is
     connected to a power source and is fully operational on or before Licensee
     commences possession of the Premises. In the event that subsequent release
     of Licensee's software require hardware upgrades during the Term of this
     License, at its sole cost and expense, Licensor shall make such changes
     to the hardware as reasonably requested by Licensee; provided, however,
     such cost to Licensor shall not exceed the amount set forth on Exhibit C.
                                                                    ---------

                                                                               2

<PAGE>

          (b)  Software. Licensee shall provide Licensor with Licensee's
               --------
     software which shall be installed by Licensor in the Premises for
     Licensee's use. Licensee shall indemnify, defend, protect and hold Licensor
     harmless from and against any and all Claims (as defined in Section 10
     below) arising out of or in connection with Licensee's failure to properly
     license Licensee's software. Licensor shall ensure that all other software
     (other than Licensee's software) shall be used in accordance with valid
     license agreements procured by Licensor from the providers thereof and that
     the use of such software by Licensee under this Agreement shall not violate
     any such license agreements.

          (c)  Instruction and Technical Support. Licensor shall provide
               ---------------------------------
     technical support and problem resolution for all hardware and software
     pursuant to Exhibit C. Licensor's obligations shall include, but shall not
                 ---------
     be limited to, installation, maintenance and repair of the computer
     hardware, operating systems and network at its sole cost and expense. If
     there is a problem with the software provided by Licensee, Licensor will
     report it to the Licensee for resolution and make a reasonable effort to
     assist Licensee in diagnosing and resolving the problem. Licensee shall be
     responsible for providing instructions, teaching materials, marketing of
     classes, instructors for classes, registration of students and billing.

     7.   Compliance with Laws. Licensee shall not do or permit anything to be
          --------------------
done in or about the Premises which will in any way obstruct or interfere with
the rights of others or injure or annoy them or use or allow the Premises to be
used for any unlawful or objectionable purpose. Licensee shall not cause,
maintain or permit any nuisance in or about the Premises. Licensee shall not use
the Premises or permit anything to be done in or about the Premises which will
in any way violate or conflict with any law, statute, ordinance or governmental
rule or regulation or requirement of duly constituted public authorities now in
force or which may hereafter be enacted or promulgated. Licensor, at its sole
cost and expense, shall promptly comply with all laws, statutes, ordinances and
governmental rules, regulations and requirements relating to or affecting the
use or occupancy of the Premises by Licensee, including, but not limited to, the
Americans with Disabilities Act and such laws governing the use and storage of
Hazardous Materials (as defined below). The Licensee hereby agrees to comply
with the rules and regulations established by the owner of the property only to
the extent that they do not conflict with the terms and conditions of this
license agreement.

     8.   Environmental Compliance. Licensee and Licensee's employees, agents,
          ------------------------
contractors and invitees (collectively, "Licensee's Parties") shall not cause or
permit any Hazardous Materials (as hereinafter defined) to be brought upon,
stored, manufactured, generated, blended, handled, recycled, treated, disposed
or used on, under, from or about the Premises (except routine office and
janitorial supplies in customary quantities stored, used and disposed in
accordance with applicable law). Licensee and Licensee's Parties shall comply
with all present and future federal, state and local laws, statutes, ordinances,
rules and regulations governing Hazardous Materials and shall promptly notify
Licensor of any violation thereof or the presence of any Hazardous Materials on,
under, from or about the Premises. For purposes of this License, the term
"Hazardous Materials" shall

                                                                               3
<PAGE>

mean any chemical, substance, material, controlled substance, object, condition,
waste, living organism or combination thereof which is or may be hazardous to
human health or safety or to the environment due to its radioactivity,
ignitability, corrosivity, reactivity, explosivity, toxicity, carcinogenicity,
mutagenicity, phytotoxicity, infectiousness or other harmful or potentially
harmful properties or effects, including, without limitation, petroleum and
petroleum products, asbestos, radon, polychlorinated biphenyls and all
chemicals, substances materials, controlled substances, objects, conditions,
wastes, living organisms or combinations thereof which are now or become in the
future listed, defined or regulated in any manner by any federal, state or local
law, statute, ordinance, rule or regulation based upon, directly or indirectly,
such properties or effects.

     9.   Insurance.
          ---------

          (a)  Licensee. Licensee agrees to maintain at all times during the
               --------
term of this Agreement, public liability insurance covering the Premises naming
Licensor as an additional insured with minimum limits of liability of at least
$1,000,000.00 covering damages or losses resulting from any injury to or death
of any person or damage to or loss of property occurring on or about the
Premises arising out of the acts or omissions of Licensee or its officers,
directors, employees and agents.

          (b)  Licensor. Licensor agrees to maintain at all times during the
               --------
term of this Agreement, public liability insurance covering the Premises with
minimum limits of liability of at least $1,000,000.00 covering damages or losses
resulting from any injury to or death of any person or damage to or loss of
property occurring on or about the Premises arising out of the acts or omissions
of Licensor or its officers, directors, employees and agents.

     10.  Indemnification.
          ---------------

          (a)  Licensee shall indemnify, defend and hold harmless Licensor and
its partners, directors, officers, employees, shareholders, lenders, agents,
contractors and each of their successors and assigns (collectively, "Licensor's
Parties") from and against any and all claims, demands, judgments, actions,
causes of action, damages, losses, penalties, liabilities, costs and expenses
(including, without limitation, reasonable attorneys' fees and court costs)
(collectively a "Claim") as a result of (i) the negligence or willful misconduct
of Licensee or Licensee's Parties or (ii) a default by Licensee of this
Agreement and the applicable notice and cure periods have expired. The
obligations of Licensee under this Section 10(a) shall survive the expiration or
earlier termination of this License.

          (b) Licensor shall indemnify, defend and hold harmless Licensee and
Licensee's Parties from and against all Claims arising as a result of (i) the
negligence or willful misconduct of Licensor or Licensor's Parties or (ii) a
default by Licensor of this Agreement and the applicable notice and cure periods
have expired.

                                                                               4
<PAGE>

     11.  Termination. This License may be terminated by Licensee upon ten (10)
          -----------
days prior written notice to Licensor upon the occurrence of any of the
following events: (i) Licensee is prevented from using the Premises for any
reason or is unable to conduct its training classes for any  reason for a period
of five (5) consecutive days other than as a result of an act or omission of
Licensee or other than as hereinafter set forth in Subparagraph (ii); or (ii)
Licensee is prevented from using the Premises for ninety (90) or more days
through force majeure which shall be defined as delays due to strikes, riots,
acts of God, including fire, tornado, windstorm, flood, earthquake and shortages
of labor or materials, war, governmental laws or regulations or any other causes
of any kind whatsoever which are beyond the control of Licensor; or (iii)
Licensee cannot take possession of the Premises by the Occupancy date due to no
fault of Licensee. This License may also be terminated by either party if the
defaulting party fails to observe or perform any covenant or obligation to be
observed or performed by such party hereunder and such failure continues for a
period of ten (10) days after written notice from the non-defaulting party
specifying the nature of such default; provided, however, in the case of a
non-monetary default, if such default cannot be cured within ten (10) days, and
the defaulting party is exercising its best efforts to cure such default, such
failure continues for a period of more than thirty (30) days after written
notice from the non-defaulting party. No termination hereof shall release either
party or their respective successors or assigns from any liability or obligation
hereunder, whether of indemnity or otherwise, resulting from any acts,
omissions, or events occurring prior to the effective date of such termination.
Notwithstanding anything to the contrary contained herein, from and after the
date of termination, Licensee shall have no obligation to pay all or any portion
of the License Fee.

     12.  Surrender. Upon expiration or earlier termination of this License,
          ---------
Licensee shall remove all Licensee's personal property and surrender the
Premises in good, broom clean condition, reasonable wear and tear excepted.

     13.  Entire Agreement; Amendment. This License contains all of the
          ---------------------------
agreements of the parties hereto with respect to the matters contained herein
and no prior or contemporaneous agreement or understanding, oral or written,
pertaining to any such matters shall be effective for any purpose. No provision
of this License may be modified, waived, amended or added to except by a writing
signed by the party against which the enforcement of such modification, waiver,
amendment or addition is or may be sought.

     14.  Incorporation of Exhibits. All exhibits attached hereto and referred
          -------------------------
to herein are incorporated in this License as though fully set forth herein.

     15.  Attorneys' Fees. In any legal proceeding between Licensor and Licensee
          ---------------
seeking enforcement of or attempting to construe any of the terms and provisions
of this License, or in connection with any of the property described herein,
including, without limitation, insolvency, bankruptcy, arbitration, declaratory
relief or other litigation, the prevailing party in such action shall be
awarded, in addition to damages, injunctive or other relief, its reasonable
costs and expenses, including, without limitation, service of process, filing
fees, court and court reporter costs, investigation costs, expert witness fees
and the cost of any bonds, and reasonable attorneys' fees.

                                                                               5
<PAGE>

     16.  Successors and Assigns. Subject to Section 17, this License shall be
          ----------------------
binding upon and shall inure to the benefit of each of the parties hereto and
their respective successors and permitted assigns.

     17.  Assignment. This License may not be assigned by Licensee without the
          ----------
prior written consent of Licensor. Any assignment or delegation of rights,
duties or obligations hereunder made by Licensee without the required prior
written consent shall be void and of no effect. No such assignment shall be
deemed to relieve Licensee from any liability or responsibility hereunder.
Notwithstanding the foregoing, Licensee shall have the right, without Licensor's
consent and without releasing Licensee from any liability hereunder, to assign
the License to any entity that is owned or controlled to the extent of more than
fifty percent (50%), whether directly or indirectly, by Licensee. In addition,
so long as the stock of Licensee is publicly traded on any nationally recognized
exchange, a transfer of all or any part of such stock in Licensee shall not be
deemed an assignment of this License.

     18.  Notices. All notices required or permitted by this License shall be in
          -------
writing and may be delivered in person (by hand delivery or professional
messenger service) to either party or may be sent by registered or certified
mail, with postage prepaid, return receipt requested or delivered by Express
Mail of the U.S. Postal Service or Federal Express or any other courier service
guaranteeing overnight delivery, charges, prepaid, or may be transmitted by
facsimile transmission and addressed as follows:

     If to Licensor at:

          Mike Boster
          reSOURCE PARTNER
          180 East Broad Street
          Columbus, OH 43215-3716
          Facsimile Number: (614) 225-4093

     If to Licensee at:

          PeopleSoft, Inc.
          4440 Rosewood Drive
          Pleasanton, California 94588
          Facsimile Number: (925) 694-1206

          Attention: Kathy Woolner, Program Manager, Ed. Services Facilities

                                                                               6

<PAGE>

     With a copy to:
          PeopleSoft, Inc.
          4305 Hacienda Drive
          Pleasanton, California 94588
          Facsimile Number: (510) 467-7050

          Attention: General Counsel

     Any such notice sent by registered or certified mail, return receipt
requested, shall be deemed to have been duly given and received seventy-two (72)
hours after the same is so addressed and mailed with postage prepaid. Notices
delivered by overnight service shall be deemed to have been given twenty-four
(24) hours after delivery of the same, charges prepaid, to the U.S. Postal
Service or private courier. If any notice is transmitted by facsimile
transmission or similar means, the same shall be deemed served or delivered upon
confirmation of transmission thereof. Any notice or other document sent by any
other manner shall be effective only upon actual receipt thereof. Any party may
change its address for purposes of this Section 17 by giving notice to the other
party as provided herein.

     19.  Authority. Each of the undersigned represents and warrants that he or
          ---------
she is duly authorized to execute and deliver this License and that such
execution is binding upon the entity for which he or she is executing this
document.

     20.  Governing Law. This License shall be governed by, interpreted under,
          -------------
and construed and enforced in accordance with the internal laws of the State of
Ohio.

     21.  Headings. The headings of this License are for purposes of reference
          --------
only and shall not limit or define the meaning of the provisions of this
License.

     22.  Severability. If any paragraph, section, sentence, clause or phrase
          ------------
contained in this License shall become illegal, null or void, against public
policy, or otherwise unenforceable, for any reason, or shall be held by any
court of competent jurisdiction to be illegal, null or void, against public
policy, or otherwise unenforceable, the remaining paragraphs, sections,
sentences, clauses or phrases contained in this License shall not be affected
thereby.

     23.  Waiver. The waiver of any breach of any provision hereunder by
          ------
Licensor or Licensee shall not be deemed to be a waiver of any preceding or
subsequent breach hereunder. No failure or delay of any party in the exercise of
any right given hereunder shall constitute a waiver thereof nor shall any
partial exercise of any right preclude further exercise thereof.

     24.  Time of Essence. Time is of the essence in this License as to all
          ---------------
dates and time periods set forth herein.

                                                                               7

<PAGE>

     25.  Counterparts. This License may be executed in one or more
          ------------
counterparts, each of which shall be deemed an original, all of which taken
together shall constitute one and the same instrument.

     26.  Option to Renew. So long as Licensee is not in default under this
          ---------------
          License at the time of exercise or on the commencement date of the
          Extended Term (as hereinafter defined), Licensee shall have unlimited
          option to extend the term of this License with respect to the entirety
          of the Premises (the "Option to Extend") for a period of one (1) year
          from the date of the expiration of the current Term (the "Extended
          Term") on the same terms and conditions as set forth in this
          Agreement, except as follows: (a) the Option to Extend shall be
          exercised, if at all, by written notice of exercise given to Licensor
          by Licensee not earlier sixty (60) days prior to the expiration of the
          current Term and (b) and License Fee payable by Licensee during the
          Extended Term shall be mutually agreed upon by both parties.

     27.  Confidential Information reSOURCE PARTNER agrees to treat all
          ------------------------
          Confidential Information as confidential information PeopleSoft, both
          during and two (2) years after the expiration or termination of this
          Agreement. "Confidential Information" means all information and
          material to which reSOURCE PARTNER has access in connection with
          services provided hereunder including, but not limited to: (a) all
          developments; (b) all software, documentation, financial, marketing
          and customer data and other information; and (c) any other material or
          information that is either marked as confidential or is disclosed
          under circumstances such that one would reasonably expect it to be
          confidential. reSOURCE PARTNER agrees to use the Confidential
          Information received under this Agreement solely for the purposes of
          providing services under this Agreement. reSOURCE PARTNER will not
          duplicate any Confidential Information unless such duplication is
          necessary to provide services under this Agreement and agreed to by
          PeopleSoft in writing. reSOURCE PARTNER will not make Confidential
          Information available to any third party, except as specifically
          authorized by PeopleSoft in writing. All Confidential Information and
          any other information received from PeopleSoft, including but not
          limited to, all copies of any form, shall be returned to PeopleSoft
          upon completion or termination of this Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this License as of the
date first written above.
<PAGE>

          LICENSOR                        reSOURCE PARTNER
                                          ----------------

                                          By: /s/ Mike Boster
                                              -------------------------------
                                               Mike Boster
                                               Vice President

                                          LICENSEE

                                          PEOPLESOFT, INC.,
                                          a Delaware corporation

                                          By: /s/ Stephen Hill
                                              -------------------------------
                                               Stephen Hill
                                          Its: Chief Financial Officer

                                                                               9
<PAGE>

                                   EXHIBIT A
                                   ----------
                             PROPERTY AND PREMISES
                             ---------------------

1.   reSOURCE PARTNER, will provide PeopleSoft, Inc. with a site plan, and the
--
     location of the property address within 7 days of the effective date of
     this contract.

2.   Structural Specifications: The Facility will be comprised of two (2)
--
     existing training rooms, each not less than 730 square feet in size. Class
                                                 ---
     room will be designed and networked to accommodate 20 workstations.
     Classrooms will be equipped to accommodate 14 students, each with their own
     workstation. Addition of workstations to accommodate 20 students, each with
     their own workstation will result in a renegotiation of the contract price.

3.   Licensee will have access and use of the Premises during normal business
--
     hours only as specified herein. Access and use of the Premises will be
     permitted weekdays from 8am to 5pm local time with utilities until 7pm and
     HVAC until 6pm local times. If the center needs to be utilized other than
     those hours, a PeopleSoft personnel shall inform the reSOURCE PARTNER
     manager on duty so that reSOURCE PARTNER can accommodate PeopleSoft. The
     facility will be closed on the following holidays: Memorial Day,
     Independence Day, Labor Day, Thanksgiving, day after Thanksgiving,
     Christmas Eve day and Christmas, New Years Eve Day and New Years Day,
     Presidents Day. If a conflict occurs both parties must agree on a
     reasonable solution. Access and use of the Premises by Licensee at all
     other times will be with the approval of Licensor which such approval shall
     be reasonable.

                                                                              10
<PAGE>

                                   EXHIBIT B
                                   ---------

                              BUILDING CHECKLIST

The Exhibit shall govern the educational facilities located in Columbus, Ohio,
for the purpose of allowing PeopleSoft to conduct PeopleSoft's software training
classes. Notwithstanding anything contained here and to the contrary, all
facilities, services and items provided on this exhibit shall be at the sole
cost and expense of reSOURCE PARTNER.

A. The Commencement Date of this Agreement shall be October 20, 1999.
                                                    ----------------

B. The Occupancy Date of this Agreement shall be November 2, 1999 and shall be
                                                 ----------------
   the date PeopleSoft takes possession in the building.

C. Description of Classrooms:

     1. The classroom will contain the following:
          a. The existing classroom and furniture
          b. (1) data projector.
          c. (1) laser printer rated at 8 pages per minute
          d. (1) phone accessible by instructor - located in the front of the
             classroom.
          e. Wiring to accommodate emergency workstations and to accommodate up
             to 20 workstations.
          f. reSOURCE PARTNER, will provide PeopleSoft Inc. with one client
             workstation per student in each classroom. As well as an additional
             workstation per classroom, in case a workstation does not work.
             Client workstation requirements are listed in Exhibit C.

D. reSOURCE PARTNER will provide telephone service for students with free local
   service and access for long distance credit card telephone calls.

E. reSOURCE PARTNER will provide the refreshments and kitchen area accessible by
   students and instructors that shall contain 1 large refrigerator, a
   microwave, necessary equipment to prepare coffee, and a sink area to retrieve
   water.

F. reSOURCE PARTNER will provide the following services at no additional cost to
   PeopleSoft: Inventory of juice, beverages and paper products. Morning food
   and beverage service for students including coffee, tea, hot chocolate,
   sodas, bottled water or its equivalent, assorted muffins, pastries, bagels
   and juice.

G. reSOURCE PARTNER will provide a private area for instructor use with access
   to phones, analog lines, a desk and chair. Instructor area should be isolated
   from

                                                                              11

<PAGE>

     the students. A desk and chair should be available for each instructor (2
     in this case). A facsimile and photocopy machine will be available for
     instructors to use.

H.   reSOURCE PARTNER will supply paper for all printers, whiteboard markers,
     overhead markers, and erasers.

I.   OMITTED

J.   reSOURCE PARTNER will provide PeopleSoft with map, lodging and address
     information of the facility.

K.   reSOURCE PARTNER will provide one (1) on site receptionist during normal
     business hours of the Facility to handle communications and services for
     attendees that include:

     1.   Class set up and clean up.
     2.   Receiving, storing, and distributing documents and training materials.
     3.   Continuous coffee service throughout the day.
     4.   Maintaining cold beverages for each classroom.
     5.   Order in advance and ensure student refreshments (coffee, beverages,
          and pastries arrive on schedule).
     6.   Answering phones and delivering messages to instructors and students.
     7.   Distribute PeopleSoft mousepads, manuals, pens and pads for training.
     8.   Stock an adequate level of PeopleSoft training giveaways for
          distribution by the instructors during classes.
     9.   Ensure classes are adequately stocked with candy and PeopleSoft
          giveaway items.
     10.  Verify delivery of manuals for the following week's courses by
          Thursday each week and advise PeopleSoft (or its supplier) of short
          shipments for rush delivery.
     11.  Return unused current manuals to PeopleSoft on a monthly basis.
     12.  Fax completed sign in sheets to corporate office and send originals
          via overnight delivery.
     13.  Print class lists for student sign in and PeopleSoft student
          certificates.

                                                                              12
<PAGE>

L.   reSOURCE PARTNER will provide a technical support resource in the facility
who will be responsible for the following:

     1.   Working with a PeopleSoft technical resource, perform the initial
          installation of the PeopleSoft environment in the classrooms.
     2.   Install any software upgrades which become available (initial
          distribution will be via CD or diskette.
     3.   Refresh workstations and databases as required after course
          completion.
     4.   Respond to technical problems that may be encountered during the
          course delivery by the instructors.
     5.   Elevate to PeopleSoft technical support any problems that can not be
          resolved within a time period to be mutually agreed by reSOURCE
          PARTNER and PeopleSoft.

M.   PeopleSoft, Inc. will provide reSOURCE PARTNER with the following:
     ---------------

     1.   Instructors to teach the PeopleSoft, Inc. classes held at this
          reSOURCE PARTNER location.
     2.   Books, blank certificates, sign in sheets, and class give-away items
          including: mousepads, pens, notepads, key chains, etc., to be
          distributed by reSOURCE PARTNER.

                                                                              13


<PAGE>

                                   EXHIBIT C
                                   ---------

                         CONFIGURATION CHECKLIST

The current certified hardware standards are listed below but flexibility for
next generation equipment is required. reSOURCE PARTNER will make reasonable
changes to hardware standards in conjunction with PeopleSoft standards.
Reasonable changes shall be defined as those upgrades that do not exceed $500
per server and are required within 12 months after the Occupancy Date. Changes
to hardware standards that exceed $500 per server within 12 months after the
Occupancy Date will result in a re-negotiation of the contract price. Net
operating system MUST be Windows NT 4.0.


The facility will require the following hardware configuration:

 .  File server per site- File server must have connectivity to the Internet
 .  One database server per 5 workstation (max)
 .  One workstation per student
 .  One extra workstation and monitor per classroom for emergency use
 .  One printer per classroom
 .  Isolated network (not connected to production)
 .  Hub: A minimum of a 10Mb switched environment

File Server:
------------
 .  Compaq Proliant 1600 or 1600R or
 .  Compaq Proliant 800 or 800R or
 .  HP LCII or LCIII (Hot Swap/Fixed)

These file servers will include the following hardware:

 .  Pentium II (dual processor) 300, 400, or 450 Mhz (with HPLCII must upgrade
   to the 2/nd/ processor)
 .  192 MB memory
 .  4X CD-ROM reader (minimum)
 .  Disk Space
 .  Disk 1 = 4 GB
 .  Disk 2 = 9 GB
 .  Disk 3 = 9 GB
 .  Network Card
 .  Compaq OEM or
 .  3Com 3C905

Operation system: Windows NT 4.0 Server

                                                                              14
<PAGE>

Database Server:
----------------
 .    Compaq Proliant 1600 or
 .    Compaq Proliant 800 or 800R or
 .    HP LCII or
 .    HP LCIII (Hot Swap/Fixed)

This Database Server will include the following hardware:

 .    Pentium II 300, 400, or 450 Mhz, single processor (second processor may be
     required)
 .    192 MB memory
 .    Disk Space
 .    Disk 1 = 4 GB
 .    Disk 2 = 9 GB
 .    Network Card (one of the following)
 .    Compaq OEM or
 .    3Com 3C905
Operating System: Windows NT 4.0 Server


Client Workstation:
-------------------
 .    Compaq Deskpro 6000, 4000, or 600EN
 .    HP Vectra VL7 or VL8


This Client Workstation will include the following hardware:

 .    Pentium 266 MHz, 300 MHz, or 333 MHz
 .    64 MB memory
 .    15" monitor (minimum)
 .    1.2 to 2.0 GB disk space
 .    1.5 GB for financial class
 .    Compaq OEM or 3Com3C905

Operating System: Windows NT 4.0 Workstation



PeopleSoft                               reSOURCE PARTNER.

By: /s/ Stephen Hill                     By /s/ Mike Boster
    -----------------------------           ---------------------------
Stephen Hill                             Mike Boster
Chief Financial Officer                  Vice President