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                                                                    EXHIBIT 10.8

                                     LEASE

                         THIS LEASE AGREEMENT (this "Lease") is entered into as
                         of APRIL 16, 1998, between CHARTER COMMUNICATIONS
                         ENTERTAINMENT I, L.P. a Delaware limited partnership
                         ("Landlord"), and DIGITAL BROADCAST NETWORK
                         CORPORATION, a Missouri corporation ("Tenant").

         DEFINITIONS          1. The definitions and basic provisions set forth
         AND BASIC       in the Basic Lease Information (the "Basic Lease
         PROVISIONS      Information") executed by Landlord and Tenant
                         contemporaneously herewith are incorporated herein by
                         reference for all purposes.

         LEASE GRANT          2. Subject to the terms of this Lease, Landlord
                         leases to Tenant, and Tenant leases from Landlord, the
                         Premises.

         TERM                 3. If the Commencement Date is not the first day
                         of a calendar month, then the Term shall be extended by
                         the time between the Commencement Date and the first
                         day of the next month. If this Lease is executed before
                         the Premises become vacant or otherwise available and
                         ready for occupancy by Tenant, or if any present
                         occupant of the Premises holds over and Landlord cannot
                         acquire possession of the Premises before the
                         Commencement Date, then (a) Tenant's obligation to pay
                         Rent hereunder shall, unless any delay is caused by
                         Tenant, be waived until the date Landlord tenders
                         possession of the Premises to Tenant, (b) the Term
                         shall be extended by the time between the scheduled
                         Commencement Date and the date on which Landlord
                         tenders possession of the Premises to Tenant, (c)
                         Landlord shall not be in default hereunder or be liable
                         for damages therefor, and (d) Tenant shall accept
                         possession of the Premises when Landlord tenders
                         possession thereof to Tenant. By occupying the
                         Premises, Tenant shall be deemed to have accepted the
                         Premises when Landlord tenders possession thereof to
                         Tenant. By occupying the Premises, Tenant shall be
                         deemed to have accepted the Premises in their condition
                         as of the date of such occupancy, subject to the
                         performance of punch-list items or other obligations
                         that remain to be performed by Landlord, if any. Tenant
                         shall execute and deliver to Landlord, within ten days
                         after Landlord has requested same, a letter confirming
                         (i) the Commencement Date, (ii) that Tenant has
                         accepted the Premises, and (iii) that Landlord has
                         performed all of its obligations with respect to the
                         Premises (except for punch-list items specified in such
                         letter).

         RENT                 4. a. Payment. Tenant shall timely pay to Landlord
                                    -------
                         the Basic Rental and all additional sums to be paid by
                         Tenant to Landlord under this Lease, including the
                         amounts set forth in Section 4.b., without deduction or
                         set off, at Landlord's Address (or such other address
                         as Landlord may from time to time designate in writing
                         to Tenant). Basic Rental shall be payable monthly in
                         advance. The first monthly installment of Basic Rental
                         shall be payable contemporaneously with the execution
                         of this Lease; thereafter, monthly installments of
                         Basic Rental shall be due on the first day of the
                         second full calendar month after the Commencement Date
                         and continuing on the first day of each succeeding
                         calendar month during the Term. Basic Rental for
                         any fractional month at the beginning of the Term
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                         shall be prorated based on 1/365 of the current annual
                         Basic Rental for each day of the partial month this
                         Lease is in effect, and shall be due on the
                         Commencement Date.

                              b. Excess. Tenant shall pay an amount (per each
                                 ------
                         rentable square foot in the Premises) equal to the
                         excess ("Excess") from time to time of actual Basic
                         Cost per rentable square foot in the Building over the
                         actual Basic Cost per rentable square foot in the
                         Building incurred during the 1998 calendar year (the
                         "Base Year"). Landlord may collect such amount in a
                         lump sum, to be due within 15 days after Landlord
                         furnishes to Tenant the Annual Cost Statement (defined
                         below); provided, however that no Excess over Basic
                         Cost shall be due from Tenant for calendar year 1998.
                         Alternatively, Landlord may make a good faith estimate
                         of the Excess to be due by Tenant for any calendar year
                         or part thereof during the Term, and, unless Landlord
                         delivers to Tenant a revision of the estimated Excess,
                         Tenant shall pay to Landlord, on January 1, 1999 and on
                         the first day of each calendar month thereafter, an
                         amount equal to the estimated Excess for such calendar
                         year or part thereof divided by the number of months in
                         such calendar year during the Term. From time to time
                         during any calendar year, Landlord may estimate and re-
                         estimate the Excess to be due by Tenant for that
                         calendar year and deliver a copy of the estimate or re-
                         estimate to Tenant. Thereafter, the monthly
                         installments of Excess payable by Tenant shall be
                         appropriately adjusted in accordance with the
                         estimations so that, by the end of the calendar year in
                         question, Tenant shall have paid all of the Excess as
                         estimated by Landlord. Any amounts paid based on such
                         an estimate shall be subject to adjustment pursuant to
                         Section 4.e. when actual Basic Cost is available for
                         each calendar year.

                              c. Basic Cost Definition. For the purposes of this
                                 ---------------------
                         Lease, the term "Basic Cost" shall mean all expenses
                         and disbursements of every kind (subject to the
                         limitations set forth below) which Landlord incurs,
                         pays or becomes obligated to pay in connection with the
                         ownership, operation, and maintenance of the Building
                         (including the associated parking facilities),
                         determined in accordance with generally accepted
                         accounting principles consistently applied, including
                         but not limited to the following:

                                 (i)  Wages and salaries (inc1uding management
                              fees) of all employees engaged in the operation,
                              repair, replacement, maintenance, and security of
                              the Building, including taxes, insurance and
                              benefits relating thereto;

                                 (ii)  All supplies and materials used in the
                              operation, maintenance, repair, replacement, and
                              security of the Building;

                                 (iii) The amortized yearly cost of all capital
                              improvements made to the Building which although
                              capital in nature can reasonably be expected to
                              reduce the normal operating costs of the Building,
                              as well as the amortized yearly capital
                              improvements made in order to comply with any law
                              promulgated by any governmental authority, as
                              amortized over the useful economic life of

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                              such improvements in accordance with generally
                              accepted accounting principles, consistently
                              applied.

                                   (iv) Cost of all electricity, water and other
                              utilities, other than the cost of utilities
                              directly reimbursed to Landlord (i.e., through
                              submeters or comparable devices) by the Building's
                              tenant (including Tenant) provided, however, that
                              in the event Tenant's electric usage can be
                              separately metered, Tenant agrees to promptly
                              arrange for the installation of such separate
                              meter at Tenant's sole cost and expense. After
                              Tenant's separate meter is installed, Landlord
                              shall credit Tenant Eighty Cents ($0.80) per
                              square foot which is the cost of non-Excess
                              electric usage which is built into the Base Rent.
                              Landlord acknowledges that Tenant requires
                              continuous electrical usage and other utility
                              services seven days per week. Tenant shall be
                              permitted to install outside generators and
                              batteries (collectively, "Tenant Generators") at
                              Tenant's sole cost and expense; provided, however
                              that installation of Tenant Generators shall
                              require Landlord's prior written consent for the
                              size, location and construction thereof and
                              landscaping of the surrounding area of the Tenant
                              Generators. Tenant agrees to comply with all
                              federal, state and local laws and to obtain all
                              governmental approvals and appropriate permits
                              with respect to the installation and maintenance
                              of the Tenant Generators. Tenant further agrees to
                              pay all cost and expense in maintaining Tenant
                              Generators and shall maintain Tenant Generators in
                              compliance with all laws. Upon termination of this
                              Lease or any extension thereof, Tenant shall
                              remove Tenant Generators from the Premises in
                              compliance with all applicable laws and restore
                              the Premises as nearly as practicable to the
                              surrounding area as determined by Landlord.

                                   (v)  Cost of any insurance or insurance
                              related expense applicable to the Building and
                              Landlord's personal property used in connection
                              therewith;

                                   (vi) All taxes and assessments and
                              governmental charges whether federal, state,
                              county or municipal, and whether they be by taxing
                              or management districts or authorities presently
                              taxing or by others, subsequently created
                              otherwise, and any other taxes and assessments
                              attributable to the Building (or its operation),
                              and the grounds, parking areas, driveways, and
                              alleys around the Building, excluding, however,
                              federal and state taxes on income (collectively,
                              "Taxes"); if the present method of taxation
                              changes so that in lieu of the whole or any part
                              of any Taxes levied on the Land or Building, there
                              is levied on Landlord a capital tax directly on
                              the rents received therefrom or a franchise tax,
                              assessment, or charge based, in whole or in part,
                              upon such rents for the Building, then all such
                              taxes, assessment, or charges, or the part thereof
                              so based, shall be deemed to be included within
                              the term "Taxes" for the purposes hereof;

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                                   (vii)  Cost of repairs, replacements, and
                              general maintenance of the Building, other than
                              repair, replacement, and general maintenance of
                              the roof, foundation and exterior walls of the
                              Building;

                                   (viii) Cost of service or maintenance
                              contracts with independent contractors for the
                              operation, maintenance, repair, replacement, or
                              security of the Building (including, without
                              limitation, alarm service, window cleaning, and
                              elevator maintenance); and

                         There are specifically excluded from the definition of
                         the term "Basic Cost" costs (1) for capital
                         improvements made to the Building, other than capital
                         improvements described in subparagraph (iii) above, and
                         except for items which, though capital for accounting
                         purposes, are properly considered maintenance and
                         repair items, such as painting of common areas,
                         replacement of carpet in elevator lobbies, and the
                         like; (2) for repair, replacements and general
                         maintenance paid by proceeds of insurance or by Tenant
                         or other third parties, and alterations attributable
                         solely to tenants of the Building other than Tenant;
                         (3) for interest, amortization or other payments on
                         loans to Landlord; (4) for depreciation of the
                         Building; (5) for leasing commissions; (6) for legal
                         expenses, other than those incurred for the general
                         benefit of the Building's tenants (e.g., tax disputes);
                         (7) for renovating or otherwise improving space for
                         occupants of the Building or vacant space in the
                         Building; and (8) for federal income taxes imposed on
                         or measured by the income of Landlord from the
                         operation of the Building.


                              d. Annual Cost Statement. By April 1 of each
                                 ---------------------
                         calendar year, or as soon thereafter as practicable,
                         Landlord shall furnish to Tenant a statement of
                         Landlord's actual Basic Cost (the "Annual Cost
                         Statement") for the previous year adjusted as provided
                         in Section 4.c. If the Annual Cost Statement reveals
                         that Tenant paid more for Basic Cost than the actual
                         Excess in the year for which such statement was
                         prepared, then Landlord shall promptly credit or
                         reimburse Tenant such excess; likewise, if Tenant paid
                         less than the actual Excess, then Tenant shall promptly
                         pay Landlord such deficiency.

                              e. Adjustments to Basic Cost. With respect to any
                                 -------------------------
                         calendar year or partial calendar year in which the
                         Building is not occupied to the extent of one hundred
                         percent (100%) of the rentable area thereof, the Basic
                         Cost for such period shall, for the purposes hereof, be
                         increased to the amount which would have been incurred
                         had the Building been occupied to the extent of one
                         hundred percent (100%) of the rentable area thereof.

DELINQUENT               5.   All payments required of Tenant hereunder shall
PAYMENT;            bear interest from the date due until paid at the maximum
HANDLING            lawful rate. Alternatively, Landlord may charge Tenant a fee
                    equal to 1.5% of the delinquent payment to reimburse
                    Landlord for its cost and inconvenience incurred as a
                    consequence of Tenants delinquency. In no event, however,
                    shall the charges permitted under this Section 5 or
                    elsewhere in this Lease, to the extent

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                         the same are considered to be interest under applicable
                         law, exceed the maximum lawful rate of interest.

S E C U R I T Y               6. Letter of Credit Security Deposit. Tenant
DEPOSIT                          ---------------------------------
                         shall, upon its execution of this Lease, deliver to
                         Landlord an irrevocable letter of credit in the amount
                         of One Hundred Eighty Thousand Dollars ($180,000)
                         ("Letter of Credit Security Deposit") issued in favor
                         of Landlord by a financial institution acceptable to
                         Landlord and in form and content acceptable to
                         Landlord. Subject to Reduction (as hereafter defined),
                         Tenant shall cause the Letter of Credit Security
                         Deposit to continuously remain in full force and effect
                         (by virtue of extension, renewal or replacement) in
                         accordance with this Lease for the Term of this Lease,
                         and in the event that the Letter of Credit Security
                         Deposit will expire prior to expiration of the term of
                         this Lease, Tenant shall deliver an extension, renewal
                         or replacement thereof to Landlord not less than thirty
                         (30) days prior to the expiration date of the Letter of
                         Credit Security Deposit. Any failure of Tenant to
                         provide the Letter of Credit Security Deposit or to
                         cause the Letter of Credit Security Deposit to
                         continuously remain in full force and effect shall be
                         an Event of Default and shall entitle Landlord to
                         immediately draw on the Letter of Credit up to the full
                         amount and to add the proceeds thereof to the Cash
                         Security Deposit. This Letter of Credit Security
                         Deposit is not an advance payment of Rent or a measure
                         or limit of Landlord's damages upon an Event of Default
                         (defined below). Effective as of the first (lst)
                         anniversary of the Rental Commencement Date and for
                         each of the next four (4) anniversary dates thereafter,
                         the Letter of Credit Security Deposit may be reduced by
                         $36,000 (the "Reduction"). Notwithstanding anything to
                         the contrary, this Reduction shall not be permitted if
                         there is an Event of Default (defined below) under any
                         provision of this Lease. Immediately upon, and at any
                         time or from time to time after, the occurrence of a
                         Event of Default, Landlord shall have the unconditional
                         right to draw on the Letter of Credit in the full
                         amount thereof or in any lesser amount or amounts as
                         Landlord may determine, it its sole and absolute
                         discretion and to use all or a part thereof (without
                         prejudice to any other remedy) to pay or perform any
                         obligation which Tenant was obligated, but failed, to
                         perform hereunder. Upon demand by Landlord, Tenant
                         shall caused the Letter of Credit Security Deposit to
                         be restored to such amount immediately before any draw
                         by Landlord. Notwithstanding the foregoing, Landlord
                         agrees to determine, in its sole and absolute
                         discretion, on an annual basis whether the Letter of
                         Credit shall be required at the request of Tenant and a
                         review of Tenant's financial records.

LANDLORD'S                    7. a. Services. Provided no Event of Default
                                    --------
OBLIGATIONS              exists, Landlord shall use all reasonable efforts to
                         furnish to Tenant (i) water (hot and cold) at those
                         points of supply provided for general use of tenants of
                         the Building seven (7) days per week; (ii) heated and
                         refrigerated air conditioning as appropriate, seven (7)
                         days per week and at such temperatures and in such
                         amounts as are reasonably considered by Landlord to be
                         standard, but in no event shall the Landlord provide
                         heat and air conditioning below the current ASHRAE and
                         BOCA Mechanical Code; (iii) Janitorial service to the
                         Premises five (5)

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                         days per week other than holidays for Building-standard
                         installations (Landlord reserves the right to bill
                         Tenant separately for extra janitorial service required
                         for non-standard installations) and such window washing
                         as may from time to time in Landlord's judgment be
                         reasonably required; (iv) replacement of Building-
                         standard light bulbs and fluorescent tubes, provided
                         that Landlord's standard charge for such bulbs and
                         tubes shall be paid by Tenant; and (v) if not
                         separately metered, electricity to the Premises for
                         building standard lay-in lighting, initially calculated
                         at 1.4 watts per leased square foot, plus service of
                         electricity through floor and wall outlets at the
                         allowance of one (1) watt of power, per leased square
                         foot, per hour, during "normal business hours" defined
                         as Monday thru Friday from 8:00 a.m. to 6:00 p.m.,
                         Saturdays from 8:00 a.m. to 12:00 noon, Sundays and
                         holidays excepted. Landlord shall maintain the common
                         areas of the Building in reasonably good order and
                         condition, except for damage occasioned by Tenant, or
                         its employees, agents or invitees. Tenant agrees to pay
                         $2.40 per hour for wear and tear on the HVAC system for
                         Tenant's use of air conditioning end heat for the
                         period in excess of "normal business hours".

                              b. Excess Utility Use. (i) In the event Tenant
                                 ------------------
                         installs lighting in excess of building standards or in
                         the event the total electric energy usage through floor
                         outlets for the Premises exceeds the aforesaid
                         allowance, Landlord may determine the amount of such
                         additional consumption and potential consumption by
                         either or both; a survey of standard or average tenant
                         usage of electricity in the Building performed by a
                         reputable consultant selected by Landlord and paid for
                         by Tenant; or a separate meter in the Premises
                         installed, maintained, and read by Landlord, at
                         Tenant's expense. (ii) Landlord shall provide heat and
                         air conditioning to the Premises and to the common
                         areas of the Property at temperatures for normal
                         occupancy and general office use during normal business
                         hours. In the event Tenant requests heating or air
                         conditioning at times other than during normal business
                         hours, Tenant shall pay for such usage, as Additional
                         Rent, at rates to be determined by Landlord from time
                         to time. In the event Tenant utilizes any heat
                         generating machines or equipment with the Premises, or
                         in the event Tenant installs lighting in excess of
                         building standards, Landlord reserves the right to
                         invoice Tenant for any additional air conditioning
                         usage, or install supplementary air conditioning units
                         to the Premises; and the cost of installation,
                         operation and maintenance thereof shall be payable by
                         Tenant as Additional Rent. In the event the premises
                         contain or are serviced by any heating or air
                         conditioned equipment which is above building standard,
                         and which Landlord allows Tenant to use, Tenant shall
                         accept equipment in its present "AS IS" condition, and
                         thereafter be wholly liable for all costs in connection
                         with the operation, maintenance, repair and replacement
                         of such equipment. (iii) Tenant shall not install any
                         electrical equipment requiring special wiring or
                         requiring voltage in excess of 110 volts or otherwise
                         exceeding Building capacity unless approved in advance
                         by Landlord. The use of electricity in the Premises
                         shall not exceed the capacity of existing feeders and
                         risers to or wiring in the Premises. Any risers or
                         wiring required to meet Tenant's excess electrical
                         requirements shall, upon Tenant's

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                         written request, be installed by Landlord, at Tenant's
                         cost, if, in Landlord's sole and absolute judgment, the
                         same are necessary and shall not cause permanent damage
                         or injury to the Building or the Premises, cause or
                         create a dangerous or hazardous condition, entail
                         excessive or unreasonable alterations, repairs, or
                         expenses, or interfere with or disturb other tenants of
                         the Building. If Tenant uses machines or equipment
                         (other than general office machines, excluding
                         computers and electronic data processing equipment) in
                         the Premises which affect the temperature otherwise
                         maintained by the air conditioning system or otherwise
                         overload any utility, Landlord may install supplemental
                         air conditioning units or other supplemental equipment
                         in the Premises, and the cost thereof, including the
                         cost of installation, operation, use, and maintenance,
                         shall be paid by Tenant to Landlord within ten days
                         after Landlord has delivered to Tenant an invoice
                         therefor. In the event any of Tenant's utility use is
                         separately metered, the respective provisions of this
                         subsection shall not apply.

                              c. Discontinuance. Landlord's obligation to
                                 --------------
                         furnish services under Section 7.a. shall be subject to
                         the rules and regulations of the supplier of such
                         services and governmental rules and regulations.
                         Landlord may, upon not less than 5-days' prior written
                         notice to Tenant, discontinue any such service to the
                         Premises, provided Landlord first arranges for a direct
                         connection thereof through the supplier of such
                         service. Tenant shall, however, be responsible for
                         contracting with the supplier of such service and for
                         paying all deposits for, and costs relating to, such
                         service.

                              d. Restoration of Services; Abatement. Landlord
                                 ----------------------------------
                         shall use reasonable efforts to restore any service
                         that becomes unavailable; however, such unavailability
                         shall not render Landlord liable for any damages
                         caused thereby, be a constructive eviction of Tenant,
                         constitute a breach of any implied warranty, or, except
                         as provided in the next sentence, entitle Tenant to any
                         abatement of Tenant's obligations hereunder. However,
                         if Tenant is prevented from making reasonable use of
                         the Premises for more than 30 consecutive days because
                         of the unavailability of any such service, Tenant
                         shall, as its exclusive remedy therefor, be entitled_
                         to a reasonable abatement of Rent for each consecutive
                         day (after such 30-day period) that Tenant is so
                         prevented from making reasonable use of the Premises.

        IMPROVE-              8. a. Improvements; Alterations. Tenant's final
        MENTS;                      -------------------------
        ALTERATIONS;     improvements as depicted in the plans (the "Final
        REPAIRS;         Plans") to be approved by Landlord and Tenant, such
        MAINTENANCE      approval not to be unreasonably withheld, shall be
                         completed by Tenant; provided, however, that the Fixed
                         Construction allowance shall be paid to Tenant upon
                         completion of its leasehold improvements as provided in
                         Exhibit D attached hereto. Improvements to the Premises
                         shall be installed at the expense of Tenant only in
                         accordance with plans and specifications which have
                         been previously submitted to and approved in writing by
                         Landlord. After the initial Tenant improvements are
                         made, no material alterations or physical additions in
                         or to the Premises may be made without Landlord's prior
                         written consent. Tenant shall not install signs, window
                         or door lettering, or advertising media

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                         of any type on or about the Premises without the prior
                         written consent of Landlord. All alterations,
                         additions, or improvements (whether temporary or
                         permanent in character, and including without
                         limitation all air-conditioning equipment and all other
                         equipment that is in any manner connected to the
                         Building's plumbing system) made in or upon the
                         Premises, either by Landlord or Tenant, shall be
                         Landlord's property at the end of the Term and shall
                         remain on the Premises without compensation to Tenant
                         unless Landlord has given prior written consent for
                         removal in the Final Plans. Approval by Landlord of any
                         of Tenant's drawings and plans and specifications
                         prepared in connection with any improvements in the
                         Premises shall not constitute a representation or
                         warranty of Landlord as to the adequacy or sufficiency
                         of such drawings, plans and specifications, or the
                         improvements to which they relate, for any use,
                         purpose, or condition, but such approval shall merely
                         be the consent of Landlord as required hereunder.
                         Notwithstanding anything in this Lease to the contrary,
                         Tenant shall be responsible for the cost of all work
                         required to bring the interior of the Premises into
                         compliance with the retrofit requirements of the
                         Americans with Disabilities Act of 1990, and all rules,
                         regulations, and guidelines promulgated thereunder, as
                         the same may be amended from time to time, necessitated
                         by any installations, additions, or alterations made in
                         or to the Premises at the request of or by Tenant or by
                         Tenant's use of the Premises (other than retrofit work
                         whose cost has been particularly identified as being
                         payable by Landlord in an instrument signed by Landlord
                         and Tenant), regardless of whether such cost is
                         incurred in connection with retrofit work required in
                         the Premises (including the Work described in Exhibit
                         D) or in other areas of the Building.

                              b. Repairs: Maintenance. Tenant shall maintain the
                                 --------------------
                         Premises in a clean, safe, operable, attractive
                         condition, and shall not permit or allow to remain any
                         waste or damage to any portion of the Premises. Tenant
                         shall repair or replace, subject to Landlord's
                         direction and supervision, any damage to the Building
                         caused by Tenant or Tenant's agents, contractors, or
                         invitees. If Tenant fails to make such repairs or
                         replacements within 15 days after the occurrence of
                         such damage, then Landlord may make the same at
                         Tenant's cost. In lieu of having Tenant repair any such
                         damage outside of the Premises, Landlord may repair
                         such damage at Tenant's cost. The cost of any repair or
                         replacement work performed by Landlord under this
                         Section 8 shall be paid by Tenant to Landlord within
                         ten days after Landlord has delivered to Tenant an
                         invoice therefor.

                              c. Performance of Work. All work described in this
                                 -------------------
                         Section 8 shall be performed by contractors and
                         subcontractors subject to the prior reasonable approval
                         by Landlord in writing. Tenant shall cause all
                         contractors and subcontractors to procure and maintain
                         insurance coverage against such risks, in such amounts,
                         and with such companies as Landlord may reasonably
                         require, and to procure payment and performance bonds
                         reasonably satisfactory to Landlord covering the cost
                         of the work. All such work shall be performed in
                         accordance with all legal requirements and in a good
                         and workmanlike manner so as not to damage the
                         Premises, the primary structure or

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                                   structural qualities of the Building, or
                                   plumbing, electrical lines, or other utility
                                   transmission facility. All such work which
                                   may affect the HVAC, electrical system, or
                                   plumbing must be approved by the Building's
                                   engineer of record. Tenant agrees to the
                                   exclusive use of Landlord's HVAC contractor
                                   for all maintenance, repair, additions to or
                                   substitutions of the HVAC system.

                                        d.  Mechanic's Liens. Tenant shall not
                                            ----------------
                                   permit any mechanic's liens to be filed
                                   against the Premises or the Building for any
                                   work performed, materials furnished, or
                                   obligation incurred by or at the request of
                                   Tenant. If such a lien is filed, then Tenant
                                   shall, within ten days after Landlord has
                                   delivered notice of the filing to Tenant,
                                   either pay the amount of the lien or
                                   diligently contest such lien and deliver to
                                   Landlord a bond or other security reasonably
                                   satisfactory to Landlord. If Tenant fails to
                                   timely take either such action, then Landlord
                                   may in good faith pay the lien claim and any
                                   amounts so paid; including expenses and
                                   interest, shall be paid by Tenant to Landlord
                                   within ten days after Landlord has delivered
                                   to Tenant an invoice therefor.

                USE                     9.  Tenant shall continuously occupy and
                                   use the Premises only for the Permitted Use
                                   and shall comply with all laws, orders,
                                   rules, and regulations relating to the use,
                                   condition, and occupancy of the Premises. The
                                   Premises shall not be used for any use which
                                   is disreputable or creates extraordinary fire
                                   hazards or results in an increased rate of
                                   insurance on the Building or its contents or
                                   the storage of any hazardous materials or
                                   substances. If, because of Tenant's acts, the
                                   rate of insurance on the Building or its
                                   contents increases, then such acts shall be
                                   an Event of Default, Tenant shall pay to
                                   Landlord the amount of such increase on
                                   demand, and acceptance of such payment shall
                                   not constitute a waiver of any of Landlord's
                                   other rights. Tenant shall conduct its
                                   business and control its agents, employees,
                                   and invitees in such a manner as not to
                                   create any nuisance or interfere with other
                                   tenants or Landlord in its management of the
                                   Building.

                ASSIGNMENT              10. a. Transfers: Consent. Tenant shall
                                               ------------------
                AND                not, without the prior written consent of
                SUBLETING          Landlord (which shall not be unreasonably
                                   withheld) (i) advertise that any portion of
                                   the Premises is available for lease, (ii)
                                   assign, transfer, or encumber this Lease or
                                   any estate or interest herein, whether
                                   directly or by operation of law, (iii) permit
                                   any other entity to become Tenant hereunder
                                   by merger, consolidation, or other
                                   reorganization, (iv) if Tenant is an entity
                                   other than a corporation whose stock is
                                   publicly traded, permit the transfer of an
                                   ownership interest in Tenant so as to result
                                   in a change in the current control of Tenant,
                                   (v) sublet any portion of the Premises, (vi)
                                   grant any license, concession, or other right
                                   of occupancy of any portion of the Premises,
                                   or (vii) permit the use of the Premises by
                                   any parties other than Tenant (any of the
                                   events listed in clauses (i) through (vii)
                                   being a "Transfer"). If Tenant requests
                                   Landlord's consent to a Transfer, then Tenant
                                   shall provide Landlord with a written
                                   description of all terms and conditions of
                                   the proposed Transfer, copies of the proposed
                                   documentation, and the following information
                                   about the proposed transferee: name and
                                   address; reasonably

                                       9
<PAGE>

                                   satisfactory information about its business
                                   and business history; its proposed use of the
                                   Premises; banking, financial, and other
                                   credit information; and general references
                                   sufficient to enable Landlord to determine
                                   the proposed transferee's credit worthiness
                                   and character. Tenant shall reimburse
                                   Landlord for its reasonable attorneys' fees
                                   and other expenses incurred in connection
                                   with considering any request for its consent
                                   to a Transfer. If Landlord consents to a
                                   proposed Transfer, then the proposed
                                   transferee shall deliver to Landlord a
                                   written agreement whereby it expressly
                                   assumes the Tenant's obligations hereunder;
                                   however, any transferee of less than all of
                                   the space in the Premises shall be liable
                                   only for obligations under this Lease that
                                   are properly allocable to the space subject
                                   to the Transfer, and only to the extent of
                                   the rent it has agreed to pay Tenant
                                   therefor. Landlord's consent to a Transfer
                                   shall not release Tenant from performing its
                                   obligations under this Lease, but rather
                                   Tenant and its transferee shall be jointly
                                   and severally liable therefor. Landlord's
                                   consent to any Transfer shall not waive
                                   Landlord's rights as to any subsequent
                                   Transfers. If an Event of Default occurs
                                   while the Premises or any part thereof are
                                   subject to a Transfer, then Landlord, in
                                   addition to its other remedies, may collect
                                   directly from such transferee all rents
                                   becoming due to Tenant and apply such rents
                                   against Rent. Tenant authorizes its
                                   transferees to make payments of rent directly
                                   to Landlord upon receipt of notice from
                                   Landlord to do so.

                                        b.   Additional Compensation. Tenant
                                             -----------------------
                                   shall pay to Landlord, immediately upon
                                   receipt thereof, fifty percent (50%) of all
                                   compensation received by Tenant for a
                                   Transfer for any portion of the Premises
                                   greater than 2,500 square feet that exceeds
                                   the Basic Rental and Tenant's share of Excess
                                   allocable to the portion of the Premises
                                   covered thereby.

                 INSURANCE              11.  a. Insurance. Tenant shall at its
                                                ---------
                                   expense procure and maintain throughout the
                 WAIVERS;          Term the following insurance policies: (i)
                 SUBROGATION;      comprehensive general liability insurance in
                 INDEMNITY         amounts of not less than a combined single
                                   limit of $ 3,000,000 (the "Initial Liability
                                   Insurance Amount") or such other amounts as
                                   Landlord may from time to time reasonably
                                   require, insuring Tenant, Landlord, and
                                   Landlord's agents against all liability for
                                   injury to or death of a person or persons or
                                   damage to property arising from the use and
                                   occupancy of the Premises, (ii) contractual
                                   liability insurance coverage sufficient to
                                   cover Tenant's indemnity obligations
                                   hereunder, (iii) insurance covering the full
                                   value of Tenant's property and improvements,
                                   and other property (including property of
                                   others), in the Premises, and (iv) business
                                   interruption insurance. Tenant's insurance
                                   shall provide primary coverage to Landlord
                                   when any policy issued to Landlord provides
                                   duplicate or similar coverage, and in such
                                   circumstance Landlord's policy will be excess
                                   over Tenant's policy. Tenant shall furnish
                                   certificates of such insurance and such other
                                   evidence satisfactory to Landlord of the
                                   maintenance of all insurance coverages
                                   required hereunder, and Tenant shall obtain a
                                   written obligation on the part of each
                                   insurance company to notify Landlord at least
                                   30 days before cancellation or a material
                                   change of any such insurance. All such
                                   insurance policies shall be in form, and
                                   issued by companies, reasonably satisfactory
                                   to Landlord.

                                      10
<PAGE>

                                   b.   Waiver: No Subrogation. Landlord shall
                                        ----------------------
                              not be liable to Tenant or those claiming by,
                              through, or under Tenant for any injury to or
                              death of any person or persons or the damage to or
                              theft, destruction, loss, or loss of use of any
                              property (a "Loss") caused by casualty, theft,
                              fire, third parties, or any other matter beyond
                              the control of Landlord, or for any injury or
                              damage or inconvenience which may arise through
                              repair or alteration of any part of the Building,
                              or failure to make repairs, or from any other
                              cause, except if such Loss is caused by Landlord's
                              gross negligence or misconduct. Landlord and
                              Tenant each waives any claim it might have against
                              the other for any damage to or theft, destruction,
                              loss, or loss of use of any property, to the
                              extent the same is insured against under any
                              insurance policy that covers the Building, the
                              Premises, Landlord's or Tenant's fixtures,
                              personal property, leasehold improvements, or
                              business, or, in the case of Tenant's waiver, is
                              required to be insured against under the terms
                              hereof, regardless of whether the negligence or
                              fault of the other party caused such loss;
                              however, Landlord's waiver shall not include any
                              deductible amounts on insurance policies carried
                              by Landlord or to any coinsurance penalty which
                              Landlord might sustain. Each party shall cause its
                              insurance carrier to endorse all applicable
                              policies waiving the carrier's rights of recovery
                              under subrogation or otherwise against the other
                              party.

                                   c.   Indemnity. Subject to Section 11.b.,
                                        ---------
                              Tenant shall defend, indemnify, and hold harmless
                              Landlord and its agents from and against all
                              claims, demands, liabilities, causes of action,
                              suits, judgments, and expenses (including
                              attorneys' fees) for any Loss arising from any
                              occurrence on the Premises or from Tenant's
                              failure to perform its obligations under this
                              Lease (other than a Loss arising from the sole or
                              gross negligence of Landlord or its agents), even
                              though caused or alleged to he caused by the
                              joint, comparative, or concurrent negligence or
                              fault of Landlord or its agents, and even though
                              any such claim, cause of action, or suit is based
                              upon or alleged to be based upon the strict
                              liability of Landlord or its agents. This
                              indemnity provision is intended to indemnify
                              Landlord and its agents against the consequences
                              of their own negligence or fault as provided above
                              when Landlord or its agents are jointly,
                              comparatively, or concurrently negligent with
                              Tenant. This indemnity provision shall survive
                              termination or expiration of this Lease.

          SUBORDINA-          12.  a. Subordination. This Lease shall be
                                      -------------
          TION ATTORN-        subordinate to any deed of trust, mortgage, or
          MENT; NOTICE        other security instrument (a "Mortgage"), or any
          TO                  ground lease, master lease, or primary lease (a
          LANDLORD'S          "Primary Lease"), that now or hereafter covers all
          MORTGAGEE           or any part of the Premises (the mortgagee under
                              any Mortgage or the lessor under any Primary Lease
                              Is referred to herein as "Landlord's Mortgagee").
                              Landlord's Mortgagee may at any time, without
                              notice to or consent of Tenant, elect to
                              subordinate any such Mortgage or Primary Lease to
                              this Lease; provided, however, any subordination
                              shall be conditioned upon the non-disturbance of
                              Tenant's occupancy so long as Tenant is not in
                              default.

                              b.   Attornment. Tenant shall attorn to any party
                                   ----------
                         succeeding to Landlord's interest in the Premises,
                         whether by

                                      11
<PAGE>

                              purchase, foreclosure, deed in lieu of
                              foreclosure, power of sale, termination of lease,
                              or otherwise, upon such party's request, and shall
                              execute such agreements confirming such attornment
                              as such party may reasonably request.

                                   c. Notice to Landlord's Mortgagee. Tenant
                                      ------------------------------
                              shall not seek to enforce any remedy it may have
                              for any default on the part of the Landlord
                              without first giving written notice by certified
                              mail, return receipt requested, specifying the
                              default in reasonable detail, to any Landlord's
                              Mortgagee whose address has been given to Tenant,
                              and affording such Landlord's Mortgagee a
                              reasonable opportunity to perform Landlord's
                              obligations hereunder.

          RULES AND                13.  Tenant shall comply with the rules and
          REGULATIONS         regulations of the Building which are attached
                              hereto as Exhibit B. Landlord may, from time to
                              time, change such rules and regulations for the
                              safety, care, or cleanliness of the Building and
                              related facilities, provided that such changes are
                              applicable to all tenants of the Building and will
                              not unreasonably interfere with Tenant's use of
                              the Premises. Tenant shall be responsible for the
                              compliance with such rules and regulations by its
                              employees, agents, and invitees.

          CONDEM-                  14.  a.  Taking - Landlord's and Tenant's
                                            --------------------------------
          NATION              Rights. If any part of the Building is taken by
                              ------
                              right of eminent domain or conveyed in lieu
                              thereof (a "Taking"), and such Taking prevents
                              Tenant from conducting its business in the
                              Premises in a manner reasonably comparable to that
                              conducted immediately before such Taking, Tenant
                              may terminate this Lease as of the data of such
                              Taking by giving written notice to Landlord within
                              90 days after the Taking, and Rent shall be
                              apportioned as of the date of such Taking. If
                              Tenant does not terminate this Lease, then Rent
                              shall be abated on a reasonable basis as to that
                              portion of the Premises rendered untenantable by
                              the Taking.

                                        b. Taking - Landlord's Rights. If any
                                           --------------------------
                              material portion, but less than all, of the
                              Building becomes subject to a Taking, or if
                              Landlord is required to pay any of the proceeds
                              received for a Taking to Landlord's Mortgagee,
                              then this Lease, at the option of Landlord,
                              exercised by written notice to Tenant within 120
                              days after such Taking, shall terminate and Rent
                              shall be apportioned as of the date of such
                              Taking. If Landlord does not so terminate this
                              Lease then this Lease will continue, but if any
                              portion of the Premises has been taken, Basic
                              Rental shall abate as provided in the last
                              sentence of Section 14.a.

                                        c. Award. If any Taking occurs, then
                                           -----
                              Landlord shall receive the entire award or other
                              compensation for the Land, the Building, and other
                              improvements taken, and Tenant may separately
                              pursue a claim against the condemnor for the value
                              of Tenant's personal property which Tenant is
                              entitled to remove under this Lease, moving costs,
                              loss of business, and other claims it may have.

          F I R E  OR              15.  a.  Repair Estimate. If the Premises or
                                            ---------------
          OTHER               the building are damaged by fire or other
          CASUALTY            casualty (a Casualty"), Landlord shall, within 100
                              days after such Casualty, deliver to Tenant a

                                      12
<PAGE>

                         good faith estimate (the "Damage Notice") of the time
                         needed to repair the damage caused by such Casualty.

                                b. Landlord's and Tenant's Rights. If a material
                                   ------------------------------
                         portion of the Premises or the Building is damaged by
                         Casualty such that Tenant is prevented from conducting
                         its business in the Premises in a manner reasonably
                         comparable to that conducted immediately before such
                         Casualty and Landlord estimates that the damage caused
                         thereby cannot be repaired within 120 days after the
                         commencement of repair, Tenant may terminate this Lease
                         by delivering written notice to Landlord of its
                         election to terminate within 30 days after the Damage
                         Notice has been delivered to Tenant. If Tenant does not
                         terminate this Lease, then (subject to Landlord's
                         rights under Section 15.c.) Landlord shall repair the
                         Building or the Premises, as the case may be, as
                         provided below, and Rent for the portion of the
                         Premises rendered untenantable by the damage shall be
                         abated on a reasonable basis from the date of damage
                         until the completion of the repair, unless Tenant
                         caused such damage, in which case, Tenant shall
                         continue to pay Rent without abatement.

                                c. Landlord's Rights. If a Casualty damages a
                                   -----------------
                         material portion of the Building, and Landlord makes a
                         good faith determination that restoring the Premises
                         would be uneconomical, or if Landlord is required to
                         pay any insurance proceeds arising out of the Casualty
                         to Landlord's Mortgagee, then Landlord may terminate
                         this Lease by giving written notice of its election to
                         terminate within 120 days after the Damage Notice has
                         been delivered to Tenant, and Basic Rental hereunder
                         shall be abated as of the date of the Casualty.

                                d. Repair Obligation. If neither party elects to
                                   -----------------
                         terminate this Lease following a Casualty, then
                         Landlord shall, within a reasonable time after such
                         Casualty, commence to repair the Building and the
                         Premises and shall proceed with reasonable diligence to
                         restore the Building and Premises to substantially the
                         same condition as they existed immediately before such
                         Casualty; however, Landlord shall not be required to
                         repair or replace any part of the furniture,
                         equipment, fixtures, and other improvements which may
                         have been placed by, or at the request of, Tenant or
                         other occupants in the Building or the Premises, and
                         Landlord's obligation to repair or restore the Building
                         or Premises shall be limited to the extent of the
                         insurance proceeds actually received by Landlord for
                         the Casualty in question.

TAXES                         16. Tenant shall be liable for all taxes levied or
                         assessed against personal property, furniture, or
                         fixtures placed by Tenant in the Premises. If any taxes
                         for which Tenant is liable are levied or assessed
                         against Landlord or Landlord's property and Landlord
                         elects to pay the same, or if the assessed value of
                         Landlord's property is increased by inclusion of such
                         personal property, furniture or fixtures and Landlord
                         elects to pay the taxes based on such increase, then
                         Tenant shall pay to Landlord, upon demand, that part of
                         such taxes for which Tenant is primarily liable
                         hereunder.

EVENT OF                      17. Each of the following occurrences shall
DEFAULT                  constitute an "Event of Default":

                                      13
<PAGE>

                              a. Tenant's failure to pay Rent, or any other sums
                         due from Tenant to Landlord under the Lease (or any
                         other lease executed by Tenant for space in the
                         Building), when due and the continuance of such failure
                         for a period of fifteen (15) days following the date
                         of written notice from Landlord, provided that Landlord
                         shall not be required to deliver nor shall Tenant be
                         entitled to receive more than two (2) such notices
                         during any twelve (12) month period or a total of five
                         (5) such notices during the Term of this Lease;

                              b. Tenant's failure to perform, comply with, or
                         observe any other agreement or obligation of Tenant
                         under this Lease (or any other lease executed by Tenant
                         for space in the Building) and the continuance of such
                         failure for a period of thirty (30) days following the
                         date of written notice from Landlord;

                              c. The filing of a petition by or against Tenant
                         (the term "Tenant" shall include, for the purpose of
                         this Section 17.c., any guarantor of the Tenant's
                         obligations hereunder) (i) in any bankruptcy or other
                         insolvency proceeding; (ii) seeking any relief under
                         any state or federal debtor relief law; (iii) for the
                         appointment of a liquidator or receiver for all or
                         substantially all of Tenant's property or for Tenant's
                         interest in this Lease; or (iv) for the reorganization
                         or modification of Tenant's capital structure;

                              d. Tenant shall desert or vacate any portion of
                         the Premises; and

                              e. The admission by Tenant that it cannot meet its
                         obligations as they become due or the making by Tenant
                         of an assignment for the benefit of its creditors.


          REMEDIES         18.   Upon any Event of Default, Landlord may, in
                         addition to all other rights and remedies afforded
                         Landlord hereunder or by law or equity, take any of the
                         following actions:

                              a. Terminate this Lease by giving Tenant written
                           notice thereof, in which event, Tenant shall pay to
                           Landlord the sum of (i) all Rent accrued hereunder
                           through the date of termination, (ii) all amounts due
                           under Section 19.a., and (iii) an amount equal to (A)
                           the total Rent that Tenant would have been required
                           to pay for the remainder of the Term discounted to
                           present value at a per annum rate equal to the "Prime
                           Rate" as published on the date this Lease is
                           terminated by The Wall Street Journal, Midwest
                           Edition, in its listing of "Money Rates", minus (B)
                           the then present fair rental value of the Premises
                           for such period, similarly discounted; or

                              b. Terminate Tenant's right to possession of the
                           Premises without terminating this Lease by giving
                           written notice thereof to Tenant, in which event
                           Tenant shall pay to Landlord (i) all Rent and other
                           amounts accrued hereunder to the date of termination
                           of possession, (ii) all amounts due from time to time
                           under Section 19.a., and (iii) all Rent and other
                           sums required hereunder to be paid by Tenant during

                                      14
<PAGE>

                           the remainder of the Term, diminished by any net sums
                           thereafter received by Landlord through reletting the
                           Premises during such period. Landlord shall use
                           reasonable efforts to relet the Premises on such
                           terms and conditions as Landlord in its sole
                           discretion may determine (including a term different
                           from the Term, rental concessions, and alterations
                           to, and improvement of, the Premises); however,
                           Landlord shall not be obligated to relet the Premises
                           before leasing other portions of the Building.
                           Landlord shall not be liable for, nor shall Tenant's
                           obligations hereunder be diminished because of,
                           Landlord's failure to relet the Premises or to
                           collect rent due for such reletting. Tenant shall not
                           be entitled to the excess of any consideration
                           obtained by reletting over the Rent due hereunder.
                           Reentry by Landlord in the Premises shall not affect
                           Tenant's obligations hereunder for the unexpired
                           Term; rather, amounts due by Tenant, without the
                           necessity of Landlord's waiting until the expiration
                           of the Term. Unless Landlord delivers written notice
                           to Tenant expressly stating that it has elected to
                           terminate this Lease, all actions taken by Landlord
                           to exclude or dispossess Tenant of the Premises shall
                           be deemed to be taken under this Section 18.b. If
                           Landlord elects to proceed under this Section 18.b.,
                           it may at any time elect to terminate this Lease
                           under Section 18.a.

                              c. Additionally, without notice, Landlord may
                           alter locks or other security devices at the Premises
                           to deprive Tenant of access thereto, and Landlord
                           shall not be required to provide a new key or right
                           of access to Tenant.

          PAYMENT BY       19.   a. Payment by Tenant. Upon any Event of
                                    -----------------
          TENANT;          Default, Tenant shall pay to Landlord all costs
          NON-WAIVER       incurred by Landlord (including court costs and
                           reasonable attorneys' fees and expenses) in (i)
                           obtaining possession of the Premises, (ii) removing
                           and storing Tenant's or any other occupant's
                           property, (iii) repairing, restoring, altering,
                           remodeling, or otherwise putting the Premises into
                           condition acceptable to a new tenant, (iv) if Tenant
                           is dispossessed of the Premises (including brokerage
                           commissions, cost of tenant finish work, and other
                           costs incidental to such reletting), (v) performing
                           Tenant's obligations which Tenant failed to perform,
                           and (vi) enforcing, or advising Landlord if, its
                           rights, remedies, and recourses arising our of the
                           Event of Default.

                              b. No Waiver. Landlord's acceptance of Rent
                                 ---------
                         following an Event of Default shall not waive
                         Landlord's rights regarding such Event of Default. No
                         waiver by Landlord of any violation or breach of any of
                         the terms contained herein shall waive Landlord's
                         rights regarding any future violation of such term or
                         violation of any other term.

          SURRENDER        20.   No act by Landlord shall be deemed an
          OF PREMISES    acceptance of a surrender of the Premises, and no
                         agreement to accept a surrender of the Premises shall
                         be valid unless the same is made in writing and signed
                         by Landlord. At the expiration or termination of this
                         Lease, Tenant shall deliver to Landlord the Premises
                         with all improvements located thereon in good repair
                         and condition, reasonable wear and tear (and
                         condemnation and fire or other casualty damage not
                         caused by Tenant, as to

                                      15
<PAGE>

                         which Sections 14 and 15 shall control) excepted, and
                         shall deliver to Landlord all keys to the Premises.
                         Provided that Tenant has performed all of its
                         obligations hereunder, Tenant may remove all unattached
                         trade fixtures, furniture, the special floor in the
                         Secured Computer Area and personal property placed in
                         the Premises by Tenant (but Tenant shall not remove any
                         such item which was paid for, in whole or in part, by
                         Landlord) but only as permitted in the Final Plans.
                         Additionally, Tenant shall remove such alterations,
                         additions, improvements, trade fixtures, equipment,
                         wiring and furniture as Landlord may request. Tenant
                         shall repair all damage caused by such removal and,
                         with respect to the special floor in the Secured
                         Computer Area, return such area in good condition and
                         ready for installation of carpet. All items not so
                         removed shall be deemed to have been abandoned by
                         Tenant and may be appropriated, sold, stored,
                         destroyed, or otherwise disposed of by Landlord without
                         notice to Tenant and without any obligation to account
                         for such items. The provisions of this Section 20 shall
                         survive the end of the Term.

          HOLDING          21.   If Tenant fails to vacate the Premises at
          OVER           the end of the Term, then Tenant shall be a
                         tenant at will and, in addition to all other damages
                         and remedies to which Landlord may be entitled for such
                         holding over, Tenant shall pay, in addition to the
                         other Rent, a daily Basic Rental equal to the greater
                         of (a) 200% of the daily Basic Rental payable during
                         the last month of the Term, or (b) the prevailing
                         rental rate in the Building for similar space.

          CERTAIN          22.   Provided that the exercise of such rights does
          RIGHTS         not unreasonably interfere with Tenant's occupancy of
          RESERVED BY    the Premises, Landlord shall have the following rights:
          LANDLORD
                              a. To decorate and to make inspections, repairs,
                           alterations, additions, changes, or improvements,
                           whether structural or otherwise, in and about the
                           Building, or any part thereof; for such purposes, to
                           enter upon the Premises and, during the continuance
                           of any such work, to temporarily close doors,
                           entryways, public space, and corridors in the
                           Building; to interrupt or temporarily suspend
                           Building services and facilities; and to change the
                           arrangement and location of entrances or passageways,
                           doors and doorways, corridors, elevators, stairs,
                           restrooms, or other public parts of the Building;
                           provided, however, that Landlord shall be permitted
                           to enter the raised floor secured computer area (the
                           "Secured Computer Area") only in an emergency.


                              b. To take such reasonable measures as Landlord
                           deems advisable for the security of the Building and
                           its occupants, including without limitation searching
                           all persons entering or leaving the Building;
                           evacuating the Building for cause, suspected cause,
                           or for drill purposes; temporarily denying access to
                           the Building in emergency situations; subject,
                           however, to Tenant's right to enter when the Building
                           is closed after normal business hours under such
                           reasonable regulations as Landlord may prescribe from
                           time to time which may include by way of example, but
                           not of limitation, that persons entering or leaving
                           the Building, whether or not during normal business
                           hours, identify themselves to a


                                      16
<PAGE>

                           security officer by registration or otherwise and
                           that such persons establish their right to enter or
                           leave the Building;

                              c. To change the name by which the Building is
                           designated; and

                              d. Upon 24 hours notice to enter the Premises to
                           show the Premises to prospective purchasers, lenders,
                           or tenants

                              e. Landlord and Tenant acknowledge that Landlord
                           shall have access to the Secured Computer Area only
                           in an emergency as determined by Landlord in its sole
                           discretion. Landlord agrees to designate to Tenant
                           one on-site maintenance representative and one
                           supervisor for security screening by Tenant for such
                           access to the Secured Computer Area. Tenant agrees to
                           approve such individuals or such substitutes and
                           successors mutually agreeable to Landlord and Tenant
                           and provide such individuals with the necessary
                           security clearances for access.

          MISCELLAN-       23.   a.  Landlord Transfer. Landlord may transfer,
                                     -----------------
          EOUS           in whole or in part, the Building and any of its rights
                         under this Lease. If Landlord assigns its rights under
                         this Lease, then Landlord shall thereby be released
                         from any further obligations hereunder.

                              b. Landlord's Liability. The liability of
                                 --------------------
                         Landlord to Tenant for any default by Landlord under
                         the terms of this Lease shall be limited to Tenant's
                         actual direct, but not consequential, damages therefor
                         and shall be recoverable from the interest of Landlord
                         in the Building and the Land, and Landlord shall not be
                         personally liable for any deficiency. This section
                         shall not be deemed to limit or deny any remedies which
                         Tenant may have in the event of default by Landlord
                         hereunder which do not involve the personal liability
                         of Landlord.

                              c. Force Majeure. Other than for Tenant's
                                 -------------
                         monetary obligations under this Lease and obligations
                         which can be cured by the payment of money (e.g.,
                         maintaining insurance, whenever a period of time is
                         herein prescribed for action to be taken by either
                         party hereto, such party shall not be liable or
                         responsible for, and there shall be excluded from the
                         computation for any such period of time, any delays due
                         to strikes, riots, acts of God, shortages of labor or
                         materials, war, governmental laws, regulations or
                         restrictions, or any other causes of any kind
                         whatsoever which are beyond the control of such party.

                              d. Brokerage. Landlord and Tenant each warrant
                                 ---------
                         to the other that it has not dealt with any broker or
                         agent in connection with the negotiation or execution
                         of this Lease except The Sansone Group, Inc.
                         ("Broker"). Landlord will pay all commissions due
                         Broker pursuant to a separate written agreement with
                         Broker. Tenant and Landlord shall each indemnify the
                         other against all costs, expenses, attorneys' fees, and
                         other liability for commissions or other compensation
                         claimed by any broker or agent claiming the same by,
                         through, or under the indemnifying party.


                                      17
<PAGE>

                              e. Estoppel Certificates. From time to time,
                                 ---------------------
                         either party shall furnish to any party designated by
                         the other, within ten days after request therefor, a
                         certificate confirming and containing such factual
                         certifications and representations as to this Lease as
                         reasonably requested.

                              f. Notices. All notices and other communications
                                 -------
                         given pursuant to this Lease shall be in writing and
                         shall be (i) mailed by first class, United States Mail,
                         postage prepaid, certified, with return receipt
                         requested, and addressed to the parties hereto at the
                         address specified in the Basic Lease Information, (ii)
                         hand delivered to the intended address, or (iii) sent
                         by prepaid telegram, cable, facsimile transmission, or
                         telex followed by a confirmatory letter. Notice sent
                         by certified mail, postage prepaid, shall be effective
                         three business days after being deposited in the
                         United States Mail; all other notices shall be
                         effective upon delivery to the address of the
                         addressee. The parties hereto may change their
                         addresses by giving notice thereof to the other in
                         conformity with this provision.

                              g. Separability. If any clause or provision of
                                 ------------
                         this Lease is illegal, invalid, or unenforceable under
                         present or future laws, then the remainder of this
                         Lease shall not be affected thereby and in lieu of such
                         clause or provision, there shall be added as a part of
                         this Lease a clause or provision as similar in terms to
                         such illegal, invalid, or unenforceable clause or
                         provision as may be possible and be legal, valid, and
                         enforceable.

                              h. Amendments: and Binding Effect. This Lease may
                                 ------------------------------
                         not be amended except by instrument in writing signed
                         by Landlord and Tenant. No provision of this Lease
                         shall be deemed to have been waived by Landlord unless
                         such waiver is in writing signed by Landlord, and no
                         custom or practice which may evolve between the parties
                         in the administration of the terms hereof shall waive
                         or diminish the right of Landlord to insist upon the
                         performance by Tenant in strict accordance with the
                         terms hereof. The terms and conditions contained in
                         this Lease shall inure to the benefit of and be binding
                         upon the parties hereto, and upon their respective
                         successors in interest and legal representatives,
                         except as otherwise herein expressly provided. This
                         Lease is for the sole benefit of Landlord and Tenant,
                         and, other than Landlord's Mortgagee, no third party
                         shall be deemed a third party beneficiary hereof.

                              i. Quiet Enjoyment. Provided Tenant has performed
                                 ---------------
                         all of the terms and conditions of this Lease to be
                         performed by Tenant, Tenant shall peaceably and quietly
                         hold and enjoy the Premises for the Term, without
                         hindrance from Landlord or any party claiming by,
                         through, or under Landlord, subject to the terms and
                         conditions of this Lease.

                              j. Joint and Several Liability. If there is more
                                 ---------------------------
                         than one Tenant, then the obligations hereunder imposed
                         upon Tenant shall be joint and several. If there is a
                         guarantor of Tenant's obligations hereunder, then the
                         obligations hereunder imposed upon Tenant shall be the
                         joint and several obligations of Tenant and such
                         guarantor, and Landlord need not first proceed against
                         Tenant before proceeding against such guarantor nor
                         shall any

                                      18
<PAGE>

                         such guarantor be released from its guaranty, for any
                         reason whatsoever.

                              k. Captions. The captions in this Lease are for
                                 --------
                         convenience of reference only, and do not limit or
                         enlarge the terms and conditions of this Lease.

                              l. No Merger. There shall he no merger of the
                                 ---------
                         leasehold estate hereby created with the fee estate in
                         the Premises or any part thereof if the same person
                         acquires or holds, directly or indirectly, this Lease
                         or any interest in this Lease and the fee estate in the
                         leasehold Premises or any interest in such fee estate.

                              m. No Offer. The submission of this Lease to
                                 --------
                         Tenant shall not be construed as an offer, nor shall
                         Tenant have any rights under this Lease unless Landlord
                         executes a copy of this Lease and delivers it to
                         Tenant.

                              n. Exhibits. All exhibits and attachments attached
                                 --------
                         hereto are incorporated herein by this reference.

                              Exhibit A - Outline of Premises
                              Exhibit B - Building Rules and Regulations
                              Exhibit C - Parking
                              Exhibit D - Tenant Finish Work: Allowance
                              Exhibit E - Extension Option

                              o. Entire Agreement. This Lease constitutes the
                                 ----------------
                         entire agreement between Landlord and Tenant regarding
                         the subject matter hereof and supersedes all oral
                         statements and prior writings relating thereto. Except
                         for those set forth in this Lease, no representations
                         warranties, or agreements have been made by Landlord or
                         Tenant to the other with respect to this Lease or the
                         obligations of Landlord or Tenant in connection
                         therewith.

                              p. Consent of Lender. This Lease is contingent
                                 -----------------
                         upon the written approval of the provisions of this
                         Lease by the holder of the first deed of trust secured
                         by the Property, said approval to be given within ten
                         (10) days of Landlord's execution of this Lease. If the
                         approval is not given within the ten (10) day period,
                         then this Lease shall be deemed null and void with
                         neither party having further obligation hereunder.


                         LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED
                         WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT'S
                         INTENDED COMMERCIAL PURPOSE, AND TENANT'S OBLIGATION TO
                         PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION
                         OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS
                         OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE
                         EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY
                         THE RENT, WITHOUT ABATEMENT, SETOFF, DEDUCTION,
                         NOTWITHSTANDING ANY BREACH BY LANDLORD OF

                                      19
<PAGE>

                         ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR
                         IMPLIED.


                         DATED as of the date first above written.


     LANDLORD                                TENANT

     Charter Communications                  DIGITAL BROADCAST NETWORK
     Entertainment I, L.P., a Delaware       CORPORATION, a Missouri corporation
     limited partnership
     By: CCA Acquisition Corp.,
         general partner

     By: /s/ M. Celeste Vossmeyer
         -------------------------------
     Printed Name: M. Celeste Vossmeyer
                   ---------------------
     Title: Vice President Sr. Counsel
            ----------------------------     By: /s/ Timothy M. Roberts
                                                 -----------------------------
                                             Printed Name: Timothy M. Roberts
                                                           -------------------
                                             Title: President
                                                    --------------------------

                                      20
<PAGE>

                                  EXHIBIT "A"
                              OUTLINE OF PREMISES

                           [FLOOR PLAN APPEARS HERE]
<PAGE>

                                   EXHIBIT B

                        BUILDING RULES AND REGULATIONS
                        ------------------------------

          The following rules and regulations shall apply to the Premises, the
     Building, the parking garage associated therewith, the Land and the
     appurtenances thereto:

          1. Sidewalks, doorways, vestibules, halls, stairways, and other
     similar areas shall not be obstructed by tenants or used by any tenant for
     purposes other than ingress and egress to and from their respective leased
     premises and for going from one to another part of the Building.

          2. Plumbing, fixtures and appliances shall be used only for the
     purposes for which designed, and no sweepings, rubbish, rags or other
     unsuitable material shall be thrown or deposited therein. Damage resulting
     to any such fixtures or appliances from misuse by a tenant or its agents,
     employees or invitees, shall be paid by such tenant.

          3. No signs, advertisements or notices shall be painted or affixed on
     or to any windows or doors or other part of the Building without the prior
     written consent of Landlord. No nails, hooks or screws shall be driven or
     inserted in any part of the Building except by Building maintenance
     personnel. No curtains or other window treatments shall be placed between
     the glass and the Building standard window treatments.

          4. Landlord shall provide all door locks in each tenant's leased
     premises, at the cost of such tenant, and no tenant shall place any
     additional door locks in its leased premises without Landlord's prior
     written consent. Landlord shall furnish to each tenant a reasonable number
     of keys to such tenant's leased premises, at such tenant's cost, and no
     tenant shall make a duplicate thereof. See Lease Section 22(e).

          5. Landlord may prescribe weight limitations and determine the
     locations for safes and other heavy equipment or items, which shall in all
     cases be placed in the Building so as to distribute weight in a manner
     acceptable to Landlord which may include the use of such supporting devices
     as Landlord may require. The current floor load limits are 75/lbs. per
     square foot. All damages to the Building caused by the installation or
     removal of any property of a tenant, or done by a tenant's property while
     in the Building, shall be repaired at the expense of such tenant.

          6. Corridor doors, when not in use, shall be kept closed. Nothing
     shall be swept or thrown into the corridors, halls, elevator shafts or
     stairways. No birds or animals shall be brought into or kept in, on or
     about any tenant's leased premises. No portion of any tenant's leased
     premises shall at any time be used or occupied as sleeping or lodging
     quarters.

          7. Tenant shall cooperate with Landlord's employees in keeping its
     leased premises neat and clean. Tenants shall not employ any person for the
     purpose of such cleaning other than the Building's cleaning and maintenance
     personnel.

          8. To ensure orderly operation of the Building, no ice, mineral or
     other water, towels, newspapers, etc. shall be delivered to any leased area
     except by persons approved by Landlord.

          9. Tenant shall not make or permit any improper, objectionable or
     unpleasant noises or odors in the Building or otherwise interfere in any
     way with other tenants or persons having business with them.

          10. Other than Tenant Generators as set forth in Lease Section
     4(c)(iv), no machinery of any kind (other than normal office equipment)
     shall be operated by any

                            Exhibit B - Page 1 of 2
<PAGE>

     tenant on its leased area without Landlord's prior written consent, nor
     shall any tenant use or keep in the Building any flammable or explosive
     fluid or substance.

          11. Landlord will not be responsible for lost or stolen personal
     property, money or jewelry from tenant's leased premises or public or
     common areas regardless of whether such loss occurs when the area is locked
     against entry or not.

          12. No vending or dispensing machines, of any kind may be maintained
     in any leased premises without the prior written permission of Landlord.

          13. AR mail chutes located in the Building shall be available for use
     by Landlord and all tenants of the Building according to the rules of the
     United States Postal Service.

                            Exhibit B - Page 2 of 2
<PAGE>

                                   EXHIBIT C

                                    PARKING
                                    -------

          Tenant be permitted to use 105 undesignated vehicular parking spaces
     in the parking lot or other parking facilities associated with the Building
     (the "Parking Facility"). The Tenant agrees to comply with the parking
     rules and regulations that the Landlord provides to the Tenant. The rules
     and regulations are subject to adjustment by the Landlord.

                            Exhibit C - Page 1 of 1
<PAGE>

                                   EXHIBIT D

                         TENANT FINISH-WORK ALLOWANCE
                         ----------------------------

          1. Tenant will have prepared the Working Drawings for the Premises.
     Landlord will review and approve the Working Drawings within seven (7) days
     following receipt thereof. As used herein, "Working Drawings" shall mean
     the final working drawings approved by Landlord, as amended from time to
     time by any approved changes thereto, and "Work" shall mean all
     improvements to be constructed in accordance with and as indicated on the
     Working Drawings. Approval by Landlord of the Working Drawings shall not be
     a representation or warranty of Landlord that such drawings are adequate
     for any use, purpose, or condition, or that such drawings comply with any
     applicable law or code, but shall merely be the consent of Landlord to the
     performance of the Work. Tenant and Landlord shall sign the Working
     Drawings to evidence their review and approval thereof. All changes in the
     Work must receive the prior written approval of Landlord, and in the event
     of any such approved change Tenant shall, upon completion of the Work,
     furnish Landlord with an accurate, reproducible "as-built" plan (e.g.,
     sepia) of the improvements as constructed, which plan shall be incorporated
     into this Lease by this reference for all purposes.

          2. Tenant will cause the Work to be performed by contractors and
subcontractors approved in writing by Landlord.

          3. If a delay in the performance of the Work occurs (a) because Tenant
     does not timely approve the Working Drawings; (b) because of any change by
     Tenant to the Working Drawings, (c) because of any specification by Tenant
     of materials or installations in addition to or other than Landlord's
     standard finish-out materials, or (d) if Tenant, any contractor or
     subcontractor, or Tenant's agents otherwise delays completion of the Work,
     then, notwithstanding any provision to the contrary in this Lease, Tenant's
     obligation to pay Basic Rental and Tenant's share of Excess shall commence
     on the scheduled Commencement Date.

          4. Tenant shall bear the entire cost of performing the Work
     (including, without limitation, space planning and construction document
     fees, design of the Work and preparation of the Working Drawings, costs of
     construction labor and materials, electrical usage during construction,
     additional janitorial services, approved signage, related taxes and
     insurance costs, all of which costs are herein collectively called the
     "Total Construction Costs") in excess of the Construction Allowance
     (hereinafter defined). Upon approval of the Working Drawings and selection
     of a contractor, Tenant shall promptly (a) execute a work order agreement
     prepared by Landlord which identifies such drawings, itemizes the Total
     Construction Costs and sets forth the Construction Allowance, and (b) pay
     to Landlord 50% of the amount by which the estimated Total Construction
     Costs exceed the Construction Allowance. Tenant shall pay to Landlord,
     within 10 days after Landlord's delivery to Tenant of an appropriate
     invoice, an amount equal to the Total Construction Costs (as adjusted for
     any approved changes to the Work), less (i) the amount of the payments
     already made by Tenant, (H) the amount of the Construction Allowance, and
     (iii) the cost reasonably estimated by Landlord for completing all "punch
     list" items; finally, upon completion of the punch list items, Tenant shall
     pay to Landlord the costs incurred in completing the same.

          5. Landlord shall provide to Tenant a construction allowance (the
     "Construction Allowance") equal to $377,100; however, if Tenant or its
     agent is managing the performance of the Work, then Tenant shall not become
     entitled to full credit for the Construction Allowance until the Work has
     been substantially completed and Tenant has caused to be delivered to
     Landlord (i) all invoices from contractors, subcontractors, and suppliers
     evidencing the cost of performing the Work, together with lien waivers from
     such parties, and a consent of the surety to the finished Work (if
     applicable) and (if) a certificate of occupancy from the appropriate
     governmental authority, if applicable to the Work, or evidence of
     governmental inspection and approval of the Work.

                            Exhibit D - Page 1 of 2
<PAGE>

     6. Landlord or its affiliate shall supervise the Work, make disbursements
required to be made to the contractor, and act as a liaison between the
contractor and Tenant and coordinate the relationship between the Work, the
Building, and the Building's systems. In consideration for Landlord's
construction supervision services, Tenant shall pay to Landlord a construction
supervision fee equal to three percent (3%) of the Total Construction Casts -
which may be deducted from the Construction Allowance.

     7. To the extent not inconsistent with this Exhibit, Section 8a. of this
Lease shall govern the performance of the Work and the Landlord's and Tenant's
respective rights and obligations regarding the improvements installed pursuant
thereto.

     8. Notwithstanding anything on this Exhibit to the contrary, the
Construction Allowance shall be made available to the Tenant in two (2) stages,
the first stage shall involve the disbursement of twenty percent (20%) of the
total allowance upon completion of Phase I as defined in the Final Plans, and
the remaining eighty percent (80%) shall be disbursed upon completion of Phase
II as certified by Tenant and upon delivery to Landlord of a detailed breakdown
of the parties to receive such funds and the delivery of appropriate lien
waivers therefor.

                            Exhibit D - Page 2 of 2
<PAGE>

                                   EXHIBIT E

                               EXTENSION OPTION
                               ----------------

     1. Provided no Event of Default exists at the time of such election, Tenant
may renew this Lease for one (1) additional period of five (5) years on the same
terms provided in this Lease (except as set forth below), by delivering written
notice of ("Tenant's Notice") the exercise thereof to Landlord not later than
six (6) months prior to the end of the initial Term. On or before the
commencement date of the extended Term, Landlord and Tenant shall execute an
amendment to this Lease extending the Term on the same terms provided in this
Lease, except as follows:

     (a) The Basic Rental payable for each month during each such extended Term
shall be the greater of (a) the prevailing rental rate in the Building and other
comparable buildings in the metropolitan area in which the Building is located
at the commencement of such extended Term, for space of equivalent quality,
size, utility and location, with tile length of the extended Term to be taken
into account, or (b) the Basic Rental which would otherwise be payable hereunder
for the first full calendar month of such extended Term;

     (b) Tenant shall have no further renewal options unless expressly granted
by Landlord in writing; and

     (c) Landlord shall lease to Tenant the Premises in their then-current
condition, and Landlord shall not provide to Tenant any allowances (e.g., moving
allowance, construction allowance, and the like) or other tenant inducements.

     2. Within thirty (30) days following delivery of Tenant's Notice, Landlord
shall deliver to Tenant a written notice ("Landlord's Notice") specifying the
Basic Rental rate per square foot per annum for the applicable additional term
of five (5) years. Tenant shall have fifteen (15) days following delivery of
Landlord's Notice to notify Landlord in writing ("Tenant's Renewal Notice") of
(i) Tenant's exercise of its right to renew the Lease at the Basic Rental rate
proposed by Landlord, or (ii) Tenant's election not to exercise its right to
renew the Lease. Tenant's failure to timely deliver Tenant's Renewal Notice
shall be deemed acceptance by Tenant of the Basic Rental rate proposed by
Landlord.

     3. Tenant's rights under this Exhibit shall terminate if (i) this Lease or
Tenant's right to possession of the Premises is terminated, (ii) Tenant assigns
any of its interest in this Lease or sublets any portion of the Premises, or
(iii) Tenant falls to timely exercise its option under this Exhibit, time being
of the essence with respect to Tenant's exercise thereof.

                            Exhibit E - Page 1 of 1